Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) 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, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------

Liability for Taxes. (i) The Member shall hold harmless and indemnify each of the Parent ----------- ------------------- shall be liable for Indemnitees from and payagainst, and pursuant to Article XI shall indemnify compensate and hold ---------- harmless reimburse each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromof the Parent Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent Indemnitees may otherwise directly or indirectly become subject at any time (regardless of whether or not such Damages relate to any third party claim) and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 that arise directly or similar provision of state indirectly from or local law solely as a result of such or are directly or indirectly connected with (A) Taxes imposed on any Group Company, or for which any Group Company is otherwise liable, as a result of having been a member of a group Company Group during any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of corporations joining in filing Tax Returns such Straddle Period ending on a consolidated, combined or unitary basisand including the Closing Date, (B) Taxes imposed on or with respect to any a Group Company, or for which any a Group Company may is otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) 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, (C) arising solely from the termination, as of the Closing Date, of any Company that is Taxes imposed on a corporation Parent Group Member as a member result of such Parent Group Member being a United States shareholder (within the affiliated group (as defined in meaning of Section 1504 951(b) of the Code) of which Parent is any Group Company, to the parent corporationextent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising from as a result of the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxestransactions contemplated by this Agreement; provided, however, that -------- ------- Parent the Member shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect liability to the HEA Membership Interests or extent such Tax liability is taken into account in computing the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred Amount, as finally determined pursuant to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------1.08.

Liability for Taxes. (i) Parent ----------- ------------------- Sellers shall be liable for for, shall pay (or cause to be paid) and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromagainst, any and all Taxes without duplication, (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining all Taxes other than Taxes described in filing Tax Returns on a consolidated, combined or unitary basis, clause (B) imposed on the Acquired Entities or Sellers with respect to the Business (1) for any Pre-Closing Period, including any Taxes imposed on any Deemed Section 338(h)(10) Election Transactions, and (2) with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends beginning on or before the Closing Date and, with respect to any and ending after the Closing Date (a “Straddle Period”), for the portion of such Straddle Period ending at the close of the day on and including the Closing Date, calculated in accordance with Section 5.16(h)(iii), (B) Transfer Taxes for which Sellers are responsible pursuant to Section 5.16(b), (C) arising solely from the termination, as of the Closing Date, all Taxes of any Company that is a corporation Person (other than the Acquired Entities) as a member result of having been, prior to the affiliated Closing, part of any consolidated, combined, affiliated, aggregate, unitary or similar group for purposes of filing Tax Returns or paying Taxes (including any liability under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. Tax Law) or as defined a transferee or successor or by contract (other than (x) commercial agreements entered into in Section 1504 the ordinary course of business, the Code) principal purposes of which Parent is are not related to Taxes and (y) contracts entered into after the parent corporationClosing), (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or Taxes, (E) that are all Taxes resulting from, arising out of or in connection with any breach or inaccuracy of any of the representations and warranties of Sellers in Section 338(h)(103.16, (F) except as provided in Section 5.7(a)(y)(3), all Taxes imposed on the Separation Activities and allocated to Sellers pursuant to Section 5.7(h), and (G) all Taxes resulting from, arising out of or attributable to any breach by any Seller of a covenant in this Agreement related to Taxes. In the event of any conflict or inconsistency between any provision in this Section 5.16(h)(i) and any provision in ARTICLE VIII, the provisions of this Section 5.16(h)(i) shall control and govern; provided, however, that -------- ------- Parent shall not be liable for or paythat, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to paragraphs (j) and (m) of Section 3.16, Sellers shall not have any responsibility pursuant to this Section 5.16(h)(i) in respect of any Taxes resulting from, arising out of or in connection with any breach or inaccuracy of any of the HEA Membership Interests representations and warranties of Sellers in Section 3.16 to the extent such Taxes are attributable to any Tax period (or the SMMSLP LP Interests portion thereof, as a result of actual transactions not calculated in the ordinary course of business occurring on accordance with Section 5.16(h)(iii)) beginning after the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------Date.

Liability for Taxes. (i) Parent ----------- ------------------- Seller shall be liable for and shall pay, and pursuant to Article XI (and subject to the limitations thereof) shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromagainst, any and all Taxes (A) imposed on any Company the Companies pursuant to Treas. Reg. (S) 1.1502- 1.1502-6 or similar provision of state or local law solely as a result of such Company the Companies having been a member of a group of corporations joining in filing the Seller Tax Returns on a consolidatedGroup, combined or unitary basis, (B) imposed on the Companies for any taxable year or period ending on or prior to the Closing Date and, with respect to any CompanyStraddle Period, the portion of such Straddle Period ending on and including the Closing Date (including such Taxes imposed on the transactions contemplated by the Assignment and Assumption Agreement); provided, however, that Seller shall not be liable for which or pay and shall not indemnify any Company may otherwise be liableBuyer Group Member for, (I) any Taxes up to the amount of such Taxes that are accrued on the final Closing Statement (after resolution of all disputes), (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of any other relevant Tax law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer or either Company 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 either Company for federal, state, local or other Tax purposes, and (III) any Taxes imposed on the Companies as a result of transactions occurring on the 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 periods after the Closing (Taxes described in this proviso, hereinafter "Excluded Taxes"). Buyer and Seller agree that, with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case any transaction described in this clause (BIII) of the preceding sentence, the Companies and all persons related to the Companies under Section 267(b) of the Code immediately after the Closing shall treat the transaction 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 for) Taxes allocable to 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. Neither Seller, (C) arising solely from the termination, as of the Closing Date, of Seller's Parent nor any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 Seller Tax Group shall elect to retain any net operating loss carryovers of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election Companies under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"Regulations 1.1502-20(g). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------.

Liability for Taxes. (i) Parent ----------- ------------------- Seller shall be liable for and pay, and pursuant to Article XI X (and subject to the limitations thereof) shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company of the Companies or any Subsidiary pursuant to Treas. Reg. (S) 1.1502- § 1.1502-6 of the Treasury Regulations or similar provision of state state, local or local foreign law solely as a result of the Companies or such Company Subsidiary having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basisthe Seller Group, (B) imposed on any of the Companies or with respect to any CompanySubsidiary, or for which any Company of the Companies or any Subsidiary may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Cut-Off Date, (C) arising solely from attributable to the termination, as Plan of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporationReorganization, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or that are Section 338 Taxes, (E) imposed on any of the Companies or any Subsidiary as a result of any transaction (other than the transactions expressly contemplated by this Agreement) occurring between the Cut-Off Date and the Closing that are not in the ordinary course of business or (F) imposed as a result of a disallowance, pursuant to a final determination, of Tax benefits claimed by Buyer or any of its Affiliates pursuant to the last sentence of Section 338(h)(107.2(a)(v) Taxesor of 50% of Tax benefits claimed by Buyer or any of its Affiliates pursuant to the fifth sentence of Section 7.3(a); provided, however, that -------- ------- Parent Seller shall not be liable for or pay, and shall does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of to the Code or any similar provisions of state, local or foreign law extent taken into account as a result of liability on the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities final Cut-Off Date Working Capital Statement and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any property Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or extent such Taxes are not due and payable prior to the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Cut-Off Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "proviso, hereinafter “Excluded Taxes"”). Parent -------------- Except for any real property tax refund attributable to the Business, Seller shall be entitled to any refund of (or actual credit for when and as actually realizedfor) Taxes for which it Seller is liable under pursuant to this Section 8.2(a). --------------7.2.

Liability for Taxes. (i) Parent ----------- ------------------- Aon shall be liable for and pay, and pursuant to Article XI shall (and subject to the provisions thereof but not subject to the limitations in Section 11.1(a)) agrees to indemnify and hold ---------- harmless each Buyer Group Member from Member, the Company and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromthe Subsidiaries against, any and all Taxes (A) imposed on the Company or any Company Subsidiary pursuant to Treas. Reg. (S) 1.1502- Treasury Regulation Section 1.1502-6 or similar provision of state or local law solely as a result of such the Company or any Subsidiary having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basisthe Aon consolidated group, (B) imposed on or with respect to any the Company, any Subsidiary, or any Buyer Group Member as a result of the restructuring described in Section 8.8 of this Agreement, (C) imposed on the Company or any Subsidiary, or for which the Company or any Company Subsidiary may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) 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, including Section 338 Taxes and any Taxes imposed on the transactions contemplated by the Sterling Agreement or (CD) arising solely from imposed on the terminationCompany or any Subsidiary as a result of any breach of warranty or misrepresentation under Section 5.7 but only for and to the extent attributable to any taxable year or period that ends on or before the Closing Date and, as with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent Aon shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, against (I) any incremental Taxes shown as a liability or reserve on the Net Worth Adjustment Report and taken into account in the calculation of the Closing Date Net Worth (“Reserved Taxes”); (II) any Taxes (other than any Section 338(h)(10) 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, Shares or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, of the Subsidiaries or that result from Buyer, any Affiliate of Buyer Buyer, the Company or any Company Subsidiary engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Company or any Company (other than HEA) Subsidiary for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, purposes and (III) any Taxes shown imposed on the Company or any Subsidiary or for which the Company or any Subsidiary may otherwise be liable as a liability or reserve result of transactions occurring on the Closing Date Balance Sheet that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing and would not excluded have been otherwise included as a liability in determining Net Working Capital part of the Section 338 Taxes (the Taxes described in this proviso being referred to as "“Excluded Taxes"”); provided, further, that Aon’s liability for any withholding or employment Taxes relating to any taxable year or period ending on or before the Closing Date or the portion of any Straddle Period ending on and including the Closing Date shall be governed solely by the provisions of Section 5.7 (determined without regard to the last sentence thereof), including the applicable limitations of Article XI, and shall not be governed by this Section 8.1. Parent -------------- Except as otherwise provided in this Section 8.1, Aon shall be entitled to any refund of (or actual credit for when and as actually realizedfor) Taxes allocable to 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. For the avoidance of doubt, no provision in this Agreement shall be read to require Buyer to pay over any amount of Taxes to Aon that has been reflected as a receivable (or netted against a Tax liability) in the Net Worth Adjustment Report or to require Buyer to indemnify Aon for which it is liable any Taxes that would be treated as Section 338 Taxes as well as being treated under another provision of this Section 8.2(a). --------------8.1.

Liability for Taxes. (i) Parent ----------- ------------------- USF shall be liable for and payand, and pursuant to Article XI VIII, USF shall indemnify and hold ---------- harmless each Buyer Group Member from and the Members against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (whether assessed or unassessed) (A) imposed on applicable to any Company Member (1) attributable to a Pre-Closing Period, (2) pursuant to Treas. Reg. ss.1.1502-6 (Sor any comparable provision under state, local or foreign law or regulation imposing several liability upon members of a consolidated, combined, affiliated or unitary group) 1.1502- 6 for any Pre-Closing Period, (3) under any agreement entered into on or similar provision prior to the Closing Date pursuant to which any Member is liable for the Taxes of state any other Person (except for customary agreements to indemnify lenders or local law solely security holders in respect of Taxes), (4) as a result of such Company any Member having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be become liable, or with respect in a transaction prior to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) 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, (C) arising solely from the terminationClosing, as of the Closing Date, transferee or successor for Taxes of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporationother Person, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E5) that are Section 338(h)(10which would have been attributable to a Pre-Closing Period but for (x) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, Code ss. 481 (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any corresponding or similar provisions provision of state, local or foreign law income Tax law) as a result of a change in method of accounting for a Pre-Closing Period, or (y) a "closing agreement" as described in Code ss. 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the purchase Closing Date; or (z) Treasury Regulations under Code ss.1502 (or any corresponding or similar provision of state, local or foreign Tax law) as a result of a deferred intercompany transaction, excess loss account or similar event which arose in a Pre-Closing Period, or (B) attributable to any Stamp Duty Clawbacks; provided, however, (I) in the case of Taxes imposed on a Joint Venture Entity USF shall be liable to the Buyer for the product of such Taxes and the percentage ownership of the Shares, Group in such Joint Venture Entity as set forth opposite the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase name of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, such entity on Schedule A-3; (II) USF shall not be liable for any Taxes (other than Section 338(h)(10) Income Taxes) to the extent accrued on the books and records of the relevant Member and reflected in the Closing Date Adjusted Net Assets; (III) any Taxes imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests Member as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. ss. 1.1502-76(b)(1)(ii)(B)) to the Closing, and (III) any Taxes shown as a liability or reserve on portion of the Closing Date Balance Sheet after the Closing shall not be considered attributable to a Pre-Closing Period; and (IV) USF shall not excluded as a liability in determining Net Working Capital (be liable for any interest or penalties attributable to the Taxes described in this proviso being referred to as "Excluded Taxes")negligence or bad faith of Buyer or its Affiliates. Parent -------------- USF shall be entitled to any refund of (or actual credit for when and as actually realizedfor) Taxes for which it allocable to any Pre-Closing Period unless such refund (or credit) is liable under this Section 8.2(a)reflected in Closing Date Adjusted Net Assets. --------------Buyer or the appropriate Member shall pay over to USF any such refund or the amount of any credit within fifteen (15) days after receipt or crediting.

Liability for Taxes. (i) Parent ----------- ------------------- Seller shall be liable for and pay, and pursuant to Article ARTICLE XI (and subject to the provisions thereof (which, for the avoidance of doubt, do not include the Cap or the Basket)) shall indemnify and hold ---------- harmless each Buyer Group Member from and against against, (A) any Incremental Subpart F Taxes and (B) all Losses Taxes imposed on the Purchased Entities or applicable to the Business or the Assets, in each case for any liability arising in 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 Expenses incurred including the Closing Date including, for the avoidance of doubt, (x) any amounts payable by such reason of the membership (or termination of membership) of any Purchased Entity in a consolidated or affiliated group or other relationship to another entity or similar arrangement prior to the Closing Date, whether by virtue of recapture of losses, credits, other Tax attributes or otherwise and (y) any amount arising out of or relating to the pre-closing restructuring of the Purchased Entities resident in Mexico described in SCHEDULE 8.2(A)(I) (the "MEXICAN RESTRUCTURING") or the pre-Closing removal of cash from the Purchased Entities; PROVIDED, HOWEVER, that Seller shall not be liable for or pay, and shall not indemnify any Buyer Group Member in connection with from and against, (I) any Taxes shown as a liability or arising fromreserve on the Closing Date Working Capital Statement, or (II) any and all Taxes that result from any actual or deemed election under Section 338 of the Code (Aother than the Non-U.S. Section 338 Elections) imposed on or any Company pursuant to Treas. Reg. (S) 1.1502- 6 similar provisions of state, local or similar provision of state or local foreign law solely as a result of such Company having been the purchase or deemed purchase of the Securities or that result from Buyer, any Affiliate of Buyer, or any Purchased Entity engaging in any activity or transaction (other than any activity or transaction undertaken by a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed Purchased Entity on or with respect to any Company, for which any Company may otherwise be liable, or with respect prior to the HEA Membership Interests Closing Date at the direction of Seller) that would cause the transactions contemplated by this Agreement to be treated as a purchase or the SMMSLP LP Interestssale of assets of any Purchased Entity for federal, in each case state or local Tax purposes (Taxes described in this clause proviso, hereinafter "EXCLUDED TAXES"). Seller shall be entitled to any refund of Taxes (Bincluding by reason of a reduction of Taxes to be paid) for allocable to 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, (C) arising solely from the termination, as of except that any credits or offset after the Closing DateDate for value added, of any Company that is a corporation as a member of goods and services or similar taxes paid before the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, Closing Date and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable shown as an asset or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring receivable on the Closing Date Working Capital Statement shall be for Buyer's account. For the avoidance of doubt, any U.S. foreign Tax credits arising under Section 902 of the Code with respect to dividends paid or deemed paid after the Closing Date by the Purchased Entities that relate to foreign income Taxes incurred prior to the Closing Date and that are not otherwise claimed on the Tax Returns of Seller or its Affiliates (after the Closing) under Section 901 or 902 of the Code shall be for the account of Buyer, and (III) for the further avoidance of doubt Buyer shall not be required to reimburse Seller for any Taxes shown as a liability foreign Tax credits claimed on its Tax Returns or reserve on its Affiliate's Tax Return after the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------Closing.

Liability for Taxes. (i) Parent ----------- ------------------- Sellers shall pay or cause to be liable for and paypaid, and pursuant to Article XI shall indemnify each Purchaser Tax Indemnitee and fully protect, save and hold ---------- each Purchaser Tax Indemnitee harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes the following: (A) any Tax imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 upon or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect relating to the HEA Membership Interests Sellers (other than in respect of the Companies, the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way, the Product Inventory or the SMMSLP LP Interests, in each case described in this clause (BCIPC) for any taxable year period (whether before or period that ends on or before the Closing Date and, with respect to after any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date), (C) arising solely from including any such Tax for which the termination, as Purchaser or a Company may be liable under Section 1.1502-6 of the Closing Date, of any Company that is a corporation as a member of the affiliated group Treasury Regulations (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions provision of state, local or foreign law law), as a transferee or successor, by contract or otherwise; (B) any consolidated, combined or unitary Taxes (other than in respect of the Companies, the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way, the Product Inventory or CIPC) of any group of which any of the Sellers, BP Amoco or any of their respective Affiliates is a member or is the common parent; (C) any consolidated, combined or unitary Taxes imposed upon or relating to any of the Companies, the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way, the Product Inventory or CIPC for any Pre-Closing Period; (D) any Taxes resulting from or arising out of any transaction set forth in Section 2.6 of this Agreement or otherwise contemplated hereunder or any other transaction undertaken in any Pre-Closing Period by any of the Sellers or the Companies or any of their Affiliates outside of the ordinary course of business; (E) any Taxes imposed upon or relating to UTP Energy, Unistar or any Subsidiary, entity, Property or asset held directly or indirectly by UTP Holdings prior to the restructuring set forth in Section 2.6(b)(iv) that will not be so held after such restructuring; (F) any Taxes imposed upon or relating to any of the Companies, the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way or CIPC for the Pre-Effective Time Period (regardless of when such Taxes are paid) and any Taxes imposed upon or relating to the Product Inventory for the Pre-Closing Period (regardless of when such Taxes are paid); (G) any Taxes resulting from or arising out of any Section 338(h)(10) Election; (H) any Tax (and any interest pursuant to Code Section 7518(g)(3)(C)(ii)) arising from or relating to the "capital construction fund" of ARCO or any of its Affiliates; (I) any Losses arising from a deemed termination, if any, under Section 708(b)(1)(B) of the Code, of any tax partnership resulting from the transactions contemplated hereby to the extent such Losses are asserted by a third party partner in such tax partnership; (J) any Taxes resulting from any breach of any representation or warranty of Sellers contained in Section 5.5(j) of this Agreement; (K) royalty claims and severance Taxes for production through and including December 31, 1999 (regardless of when such amounts are paid); (L) any Tax imposed on any Purchaser Tax Indemnitee as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of 44 structuring any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company like-kind exchange pursuant to Section 5.5(g); and (other than HEA) for federal, state or local Tax purposes, (IIM) any Taxes (other than resulting from or arising out of Section 338(h)(105.22(d) Taxes) imposed on or any Company, for which any Company may otherwise be liable or with respect to of the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes")set forth therein. Parent -------------- Sellers shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable to the extent that such refund relates to a Tax liability paid by the Sellers under this Section 8.2(a5.5(a)(i). --------------;

Liability for Taxes. (ia) Parent ----------- ------------------- Tribune shall be liable for and pay, ------------------- and pursuant to Article XI XII, and subject to the limitations thereof, shall ----------- indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (Ai) imposed on the Company or any Company Subsidiary pursuant to Treas. Reg. (S) 1.1502- 1.1502-6 or similar provision of state or local law solely as a result of the Company or such Company Subsidiary having been a member of a group of corporations joining in filing Tax Returns on a consolidatedthe Tribune's Group, combined or unitary basis, (Bii) imposed on the Company or with respect to any CompanySubsidiary, or for which the Company or any Company Subsidiary may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) 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, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent Tribune shall not be liable for or pay, and shall -------- ------- not indemnify or hold harmless any Buyer Group Member from and against, (IA) any incremental Taxes shown as a liability or reserve on the Balance Sheet, (other than Section 338(h)(10B) Taxes) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, Company Shares or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, Subsidiary or that result from Buyer, any Affiliate of Buyer the Company or any Company Subsidiary engaging in any activity or to engage in any transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement purchase of the Company Shares to be treated as a purchase or sale of assets of the Company or any Company (other than HEA) Subsidiary for federal, state or local Tax purposes, and (IIC) any Taxes (other than Section 338(h)(10) Taxes) imposed on the Company or any Company, Subsidiary for which the Company or any Company Subsidiary may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests liable, in either case, as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after that are properly allocable to the Closing, and (III) any Taxes shown as a liability or reserve on portion of the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital after the Closing (the Taxes described in this proviso being referred to as proviso, hereinafter "Excluded Taxes"). Parent -------------- Tribune shall be entitled to any refund -------------- of (or actual credit for when for) Taxes, other than Excluded Taxes, allocable to 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 as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------including the Closing Date.

Liability for Taxes. (ia) Parent ----------- ------------------- Each Company Equityholder shall be liable for indemnify, defend and payhold harmless the Purchaser Indemnified Parties against, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against pay or reimburse any and Purchaser Indemnified Party for, all Losses and Expenses incurred by that such Buyer Group Member in connection with Purchaser Indemnified Party may at any time suffer or arising fromincur, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely become subject to, as a result of such Company having been a member of a group of corporations joining or in filing Tax Returns on a consolidated, combined or unitary basisconnection with, (BA) Taxes imposed on or with respect to any Company, for which any the Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends ending on or before the Closing Date and(a “Pre-Closing Tax Period”), including any Section 382 Liability; (B) with respect to any taxable period or portion thereof beginning on or before and ending after the Closing Date (a “Straddle Period”), Taxes imposed on or with respect to the Company that are allocable, pursuant to Section 7.1(c) below, to the portion of such Straddle Period taxable period ending on (and including including) the Closing Date (a “Pre-Closing Straddle Period”); (C) Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company is or was a member on or prior to the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in including pursuant to Treasury Regulation Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code 1.1502-6 or any corresponding or similar provisions provision of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity law; (D) Taxes of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction Person (other than the activities and transactions contemplated Company), liability for which is imposed on the Company 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; (E) the inaccuracy or breach of any representations or warranties contained in Section 4.17(x) or Section 4.18; (F) Taxes based upon, attributable to or resulting from any inaccuracy or breach of any representation or warranty made in this Agreement; (G) that would cause transfer, documentary, sales, use, stamp, registration, value added and other similar Taxes incurred in connection with the transactions contemplated by this Agreement (including, for the avoidance of doubt, any real property transfer Tax and any other similar Tax) (“Transfer Taxes”); (H) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by the Company (to the extent such breach or non-fulfillment occurs prior to the Effective Time) or the Equityholder Representative in this Agreement; (I) Taxes required to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or withheld by the Purchaser with respect to any payment made under this Agreement to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions extent such Taxes were not in the ordinary course of business occurring on the Closing Date after the Closing, withheld pursuant to Section 2.20; and (IIIJ) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet costs and not excluded as a liability in determining Net Working Capital (the Taxes expenses, including reasonable legal fees and expenses attributable to any item described in this proviso being referred clauses (A) to as "Excluded Taxes"(I). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------.

Liability for Taxes. (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall (and subject to the limitations thereof), Parent agrees to indemnify and hold ---------- harmless each Buyer Group Member from and against against, any and all Losses and Expenses incurred by such Buyer Group Member in connection with with, arising out of or arising from, any and all Taxes resulting from (A) any Taxes of the Acquired Company and any Taxes imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, the Acquired Assets or with respect to the HEA Membership Interests or the SMMSLP LP InterestsBusiness, in each case described in this clause with respect to any Pre-Closing Tax Period, (B) Taxes of the Sellers (including, without limitation, capital gains Taxes arising as a result of the transactions contemplated by this Agreement) or any of their Affiliates (excluding the Acquired Company) for any taxable year Tax period, (C) Taxes for which the Acquired Company (or period that ends any predecessor of the Acquired Company) is held liable under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Requirements of Law) by reason of such entity being included in any consolidated, affiliated, combined or unitary group at any time 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, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from Taxes imposed on or payable by third parties with respect to which the distribution of Acquired Company has an obligation to indemnify such third party pursuant to a transaction consummated on or otherwise relating prior to the Excluded Assets or the Excluded Business or Closing, (E) that are any Transfer Taxes borne by Parent pursuant to Section 338(h)(108.1(a)(v) and (F) any PRC Capital Gains Taxes (amounts described in the foregoing clauses (A) through (F), “Indemnified Taxes”); provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II1) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, the Acquired Company or for which any the Acquired Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course actions taken or caused to be taken by Buyer or any of business occurring its Affiliates on the Closing Date after the ClosingClosing that are outside of the ordinary course of business and not otherwise contemplated by this Agreement (which, for the avoidance of doubt, shall exclude any Transfer Taxes and any PRC Capital Gains Taxes) and (III2) any Transfer Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital borne by Buyer pursuant to Section 8.1(a)(v) (the Taxes described in this proviso being referred to as "the foregoing clauses (1) and (2), “Excluded Taxes"”). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------.

Liability for Taxes. (i) Seller Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI X (and subject to any applicable limitations thereunder) shall indemnify indemnify, defend and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromPurchaser against, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 Holdco Group Member, or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company Holdco Group Member may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle PeriodPeriod (as hereinafter defined), the portion of such Straddle Period ending that ends on and including includes the Closing Date, (CB) arising imposed on any Holdco Group Member, pursuant to Treas. Reg. Section 1.1502-6 or similar provision of state, local or foreign law solely from the termination, as a result of the Closing Date, of any Company that is a corporation as such Holdco Group Member having been a member of the affiliated group Seller Parent's Group (as hereinafter defined), (C) that are withholding or payroll Taxes associated with any Payment (as defined in Section 1504 of the Code) of which Parent is the parent corporation6.11(a)(vi)), (D) arising from the distribution imposed as a result of any audit, written inquiry, claim or otherwise relating demand by a taxing authority disallowing a deduction or similar Tax item that was previously claimed with respect to the Excluded Assets or the Excluded Business a Payment in accordance with Section 6.11(a)(vi) and that gave rise to a tax reduction for which Purchaser previously paid Seller Parent in accordance with Section 6.11(a)(vi) or (E) that are imposed as a result of any dividend or other transfer contemplated by Section 338(h)(10) Taxes6.12; provided, however, that -------- ------- Seller Parent shall not be liable for or pay, and shall not indemnify indemnify, defend or hold harmless any Buyer Group Member from and Purchaser against, (I) any incremental Taxes shown as a liability on the Company Financials (other than Section 338(h)(10the Excluded Liabilities), (II) Taxes) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, Holdco Capital Stock or the deemed purchase of shares or equity of any Conveyed Companies Subsidiaryof its subsidiaries, or that result from BuyerPurchaser, any Affiliate of Buyer Purchaser, any Holdco Group Member or any Company of their subsidiaries engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) Holdco Group Member or any of their subsidiaries for federal, state or local Tax purposes, (IIIII) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, Holdco Group Member or for which any Company Holdco Group Member may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not other than in the ordinary course of business and occurring on the Closing Date after that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. Section 1.1502-76(b)(1)(ii)(B)) to the Closing, and (III) any Taxes shown as a liability or reserve on portion of the Closing Date Balance Sheet after the Closing and not excluded as a liability (IV) any Interim Period Tax imposed on any Holdco Group Member or for which any Holdco Group Member may otherwise be liable to the extent in determining Net Working Capital excess of the Offset Amount with respect to such Interim Period Tax (the Taxes described in this proviso being referred to as proviso, hereinafter "Excluded Taxes"). Purchaser and Seller Parent -------------- shall be entitled agree that, with respect to any refund transaction described in clause (III) of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------the preceding sentence, each Holdco Group

Liability for Taxes. (i) Parent ----------- ------------------- Seller shall be liable for and pay, and pursuant to Article XI X (and subject to any applicable limitations thereunder) shall indemnify indemnify, defend and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromPurchaser against, any and all Taxes (A) imposed on any Company Holdco Group Member, or for which any Holdco Group Member 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 (as hereinafter defined), the portion of such Straddle Period that ends on and includes the Closing Date, (B) imposed on any Holdco Group Member, pursuant to Treas. Reg. (S) 1.1502- ss. 1.1502-6 or similar provision of state state, local or local foreign law solely as a result of such Company Holdco Group Member having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basisthe Seller's Group (as hereinafter defined), (BC) that are withholding or payroll Taxes associated with any Payment (as defined in Section 6.11(a)(v)), (D) imposed as a result of any audit, written inquiry, claim or demand by a taxing authority disallowing a deduction or similar Tax item that was previously claimed with respect to a Payment in accordance with Section 6.11(a)(v) and that gave rise to a tax reduction for which Purchaser previously paid Seller in accordance with Section 6.11(a)(v) or (E) imposed as a result of any dividend or other transfer contemplated by Section 6.12; provided, however, that Seller shall not be liable for or pay, and shall not indemnify, defend or hold harmless Purchaser against, (I) any Taxes shown as a liability on the Company Financials (other than the Excluded Liabilities), (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of Holdco Capital Stock or the deemed purchase of shares of any of its subsidiaries, or that result from Purchaser, any Affiliate of Purchaser, any Holdco Group Member or any of their subsidiaries engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated a purchase or sale of assets of any Holdco Group Member or any of their subsidiaries for federal, state or local Tax purposes, and (III) any Taxes imposed on any Holdco Group Member or for which any Holdco Group Member may otherwise be liable as a result of transactions other than in the ordinary course of business and occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. ss. 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing (Taxes described in this proviso, hereinafter "Excluded Taxes"). Purchaser and Seller agree that, with respect to any Companytransaction described in clause (III) of the preceding sentence, each Holdco Group Member and all persons related to any Holdco Group Member under Section 267(b) of the Code immediately after the Closing shall treat the transaction for which any Company may otherwise be liableall federal income Tax purposes (in accordance with Treas. Reg. ss. 1.1502-76(b)(1)(ii)(B)), or with respect and (to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (Bextent 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 Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (Date other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law Tax refunds shown as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring an asset on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes")Company Financials. Parent -------------- shall be entitled to any refund For purposes of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------6.11:

Liability for Taxes. (i) Parent ----------- ------------------- Aon shall be liable for and pay, and pursuant to Article XI shall (and subject to the limitations thereof) agrees to indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromagainst, any and all Taxes (A) imposed on any Company of the Companies pursuant to Treas. Reg. (S) 1.1502- Treasury Regulation Section 1.1502-6 or similar provision of state or local law solely as a result of such any Company having been a member of a group of corporations joining in filing Tax Returns on a consolidatedthe Aon consolidated group, combined or unitary basis, (B) imposed on or with respect to any Company, or for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) 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, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent Aon shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, against (I) any incremental Taxes shown as a liability or reserve on the Net Worth Adjustment Report and taken into account in the calculation of the Closing Date Net Worth (other than Section 338(h)(10“Reserved Taxes”), (II) Taxes) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, Shares or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, of the Subsidiaries or that result from Buyer, any Affiliate of Buyer Buyer, or any Company of the Companies engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) of the Companies for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown imposed on any of the Companies or for which any of the Companies may otherwise be liable as a liability or reserve result of transactions occurring on the Closing Date Balance Sheet and not excluded as a liability that are properly allocable (based on, among other relevant factors, factors set forth in determining Net Working Capital Treasury Regulation Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing (the Taxes described in this proviso being referred to as "“Excluded Taxes")”) and, 42 provided, further that, without limiting the foregoing, Aon shall be liable for all Facilitating Transaction Taxes. Parent -------------- Aon shall be entitled to any refund of (or actual credit for when and as actually realizedfor) Taxes for which it is liable under this Section 8.2(a). --------------allocable to 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, except to the extent that such refund was shown as an asset on the Net Worth Adjustment Report and taken into account in the calculation of the Closing Date Net Worth.

Liability for Taxes. (i) Parent ----------- ------------------- Dover US shall be liable for and pay, and pursuant subject to the limitations made applicable thereto in Article XI shall XI, Dover US agrees to indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses of or incurred by such Buyer Group Member in connection with or arising from, (x) any and all Taxes (A) of or imposed on any of the Acquired Companies 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 (including any Section 338(h)(10) Taxes), (y) any Taxes imposed on an Acquired Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been prior to the Closing a member of a group of corporations joining in filing Tax Returns on a an affiliated, consolidated, combined or unitary basisgroup for Tax purposes, (z) any breach of any warranty or any inaccuracy of any representation contained in Section 5.6(d) or (e) (any such Tax, other than an Excluded Tax, a “Seller Indemnified Tax”); provided, however, that Dover US shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (A) any Tax to the extent shown as a liability or reserve on the Closing Date Balance Sheet and included as a liability in the calculation of Closing Date Working Capital, (B) any Tax imposed on any of the Acquired Companies or with respect to any Company, for which any Company of the Acquired Companies may otherwise be liableliable as a result of any transaction outside the ordinary course of business occurring on the Closing Date after the Closing at the direction of Buyer or (C) any Taxes (other than Section 338(h)(10) Taxes and any Taxes resulting from the sale of Xxxxxxx Aerospace) that result from any actual or deemed election under Section 338(h)(10) of the Code or any similar provisions of U.S. state, local or non-U.S. law as a result of the purchase of the Shares or that result from Buyer, any Affiliate of Buyer, or with respect 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 Acquired Company for Tax purposes, and (D) notwithstanding anything to the HEA Membership Interests or contrary herein, any Taxes resulting from a sale of any of the SMMSLP LP Interests, in each case Acquired Companies by Buyer (Taxes described in this clause proviso, “Excluded Taxes”). Dover US shall be entitled to any refund of (Bor credit for) for Taxes received by a Buyer Group Member that is attributable to an Acquired Company allocable to 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, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating except to the Excluded Assets extent such refund or credit was included as an asset in the Excluded Business calculation of Closing Net Working Capital. Upon the request of Dover US, Buyer shall file (or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase filed) all Tax Returns (including amended Tax Returns) or sale of assets of other documents claiming any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for refunds to which any Company may otherwise be liable or with respect Dover US is entitled pursuant to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------preceding sentence.

Liability for Taxes. (i) Seller Parent ----------- ------------------- shall be liable for and pay, and pursuant agrees to Article XI shall indemnify and hold ---------- harmless Buyer and each Buyer Group Member from and of its Affiliates (including the Business Subsidiaries) against any and all Taxes and other Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes respect of (A) imposed on Taxes that arise under Treasury Regulation Section 1.1502-6 or any Company pursuant to Treas. Reg. (S) 1.1502- 6 analogous or similar provision of state state, local or local foreign law solely as a result or regulation by reason of such Company any Business Subsidiary having been a member of a group of corporations joining in filing Consolidated Tax Returns on a consolidated, combined or unitary basisGroup at any time prior to the Closing, (B) U.S. federal, state and local Taxes, as well as all non-U.S. Taxes imposed on on, allocated or with respect attributable to any Company, for which any Company may otherwise be liable, or incurred or payable by a Business Subsidiary or with respect to the HEA Membership Interests Business or the SMMSLP LP InterestsPurchased Assets, in each case described in this clause (B) for with respect to any taxable year years or period that ends periods ending on or before prior to the Closing Date and, or with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing DateDate (each such taxable year, period or portion of a Straddle Period, a “Pre-Closing Tax Period”), together with any interest, penalty or additions to Tax accruing after the Closing on Taxes described in this clause (B), (C) arising solely from the termination, as any liability imposed on any Business Subsidiary (or any of the Closing Date, its Affiliates) for Taxes of any Company that is a corporation other Person as a member of transferee or successor, by contract or assumption (excluding any ordinary course contracts the affiliated group (as defined in Section 1504 of the Code) primary subject matter of which Parent is not Tax), or operation of law resulting from actions taken or agreements entered into prior to the parent corporationClosing, (D) arising from any and all Taxes imposed on any Business Subsidiary (or any of its Affiliates) or otherwise imposed with respect to the distribution operation of the Business or the ownership or use of the Purchased Assets as a result of or otherwise relating to in connection with the Excluded Assets or the Excluded Business or Pre-Closing Reorganization and (E) that are any and all Taxes of any Business Subsidiary (or their Affiliates) or otherwise imposed with respect to the operation of the Business or the ownership or use of the Purchased Assets resulting from the failure of the representations and warranties contained in Section 338(h)(105.6(a)(viii), 5.6(c), 5.6(d)(i), 5.6(f) or 5.6(i) or the failure of Seller Parent or any Selling Party, and prior to the Closing any Business Subsidiary, to perform any covenant contained in this Agreement with respect to Taxes, in each case, determined without regard to any qualification related to materiality or Knowledge contained therein; provided, however, that -------- ------- Seller Parent shall not be liable for or pay, and shall not indemnify or hold harmless Buyer or any Buyer Group Member of its Affiliates from and againstagainst any Taxes to the extent taken into account as a liability in the calculation of the Closing Working Capital as finally determined pursuant to Section 4.5, (I) and any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Equity Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, Business Subsidiary or that result from Buyer, any Affiliate of Buyer or any Company Business Subsidiary engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions any sale of Equity Interests contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) Business Subsidiary for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital purposes (the Taxes described in this proviso being referred to as "“Excluded Taxes"”). Notwithstanding any other provision of this Agreement and for the avoidance of doubt, the limitations in Section 11.1 shall not apply to this Section 8.2(a)(i). With respect to U.S. Taxes other than income taxes incurred by Buyer, Seller Parent -------------- shall be entitled required to any refund of (or actual credit for when indemnify and as actually realized) Taxes for which it is liable hold harmless under this Section 8.2(a8.2(a)(i) only if the aggregate amount of such Taxes and other Losses and Expenses in respect of such Taxes suffered by Buyer or any of its Affiliates (including the Business Subsidiaries) exceeds $200,000 (it being understood that, if such amount is exceeded, Seller Parent shall bear full indemnification responsibility for the full amount of such Taxes and other Losses and Expenses in respect of such Taxes). --------------.

Liability for Taxes. (i) Parent ----------- ------------------- The Sellers shall be liable for and shall pay, and pursuant to the terms of Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from including, without limitation, each Company and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromSubsidiary, any and against, (x) all Taxes of the Companies and the Subsidiaries attributable to taxable years or periods ending on or prior to the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, including, without limitation, all Tax liabilities triggered by the consummation of the transactions contemplated herein under the intercompany transaction or excess loss account provisions of the Federal consolidated return regulations (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision comparable provisions of state or local law or regulation) and (y) all Taxes imposed on any Company or Subsidiary under Reg. Section 1.1502-6 of the Federal consolidated return regulations (or comparable provisions of state or local law or regulation) solely as a result of such Company or Subsidiary having been a member prior to the Closing Date of a Seller Tax Group or of another group of corporations joining in (other than a group consisting solely of one or more Companies or Subsidiaries) filing Tax Returns on a consolidated, combined or unitary basis; provided, however, that the Sellers shall not be liable for or pay and shall not indemnify any Buyer Group Member or any Company or Subsidiary for, (A) any Taxes up to the amount of Taxes that are reflected in Closing Net Working Capital, (B) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state or foreign law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer, the Companies or any of the Subsidiaries 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 or any of the Subsidiaries for federal, state or local Tax purposes, and (C) any Taxes imposed on the Companies or with respect any Subsidiary (other than by application of the provisions of law or regulation referred to any Companypreviously in this Section 8.2(a)) as a result of transactions occurring on the Closing Date that are properly allocable (based on, for which any Company may otherwise be liableamong other relevant factors, or with respect factors set forth in Treas. Reg. Section 1.1502-76(b)(1)(ii)(B)) to periods after the HEA Membership Interests or the SMMSLP LP Interests, in each case Closing Date (Taxes described in this clause proviso, hereinafter "Excluded Taxes"). The Sellers shall be entitled to any refund of (Bor credit for) for Taxes allocable to 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, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------.

Liability for Taxes. (i) Parent ----------- ------------------- shall be liable for and payTo the extent provided in Section 8.1, and pursuant to Article XI 8 (and subject to the limitations thereof), the HPI Indemnitors agree to and shall indemnify and hold ---------- the Purchaser, and its directors, officers, employees, Affiliates (including HPI and any of the Acquired Companies if the Closing occurs), agents and assigns harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with resulting from, based upon or arising fromout of, any and all Taxes directly or indirectly: (A) Taxes imposed on any Acquired Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (Bother than Sioux City) 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, (B) Taxes imposed on or related to HEC for any taxable year or period and (C) arising solely from the termination, Taxes imposed on any Acquired Company as a result of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) TaxesHPI Redemption; provided, however, that -------- ------- Parent no HPI Indemnitor shall not be liable for or pay, and no HPI Indemnitor shall not indemnify or hold harmless any Buyer Group Member Person from and against, (I) any incremental Taxes taken into account as a liability or reserve (other than Section 338(h)(10whether taken into account as a liability or reserve, as an offset to an asset, or otherwise) Taxesin determining the final Closing Working Capital of HPI, (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase or redemption of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, HPI Common Stock or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, Acquired Company or that result from Buyerthe Purchaser, any Affiliate of Buyer the Purchaser, or the Purchaser or any Acquired Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Acquired Company (other than HEA) for federal, state state, local or local other Tax purposes, (IIIII) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, Acquired Company or for which any Acquired Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Xxx.xx. 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing, (it being understood and agreed that in no event shall the HPI Redemption be regarded as a transaction described in this clause (III)), (IV) Taxes imposed as a result of or in connection with (i) any dividends paid by Sioux City to HPI on or after December 31, 2001, (ii) the conversion of Principal Financial Group or Liberty Mutual Insurance Company to stock form from mutual insurance companies, or (iii) the sale of HPI's capital stock in Sioux City pursuant to an exercise by Xxxxxxxx of its rights under the Buy and Sell Agreement, dated as of March 1, 1992, (V) any Taxes shown as resulting from a liability sale of any Acquired Company by the Purchaser or reserve on any Affiliate of the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital Purchaser (the Taxes described in this proviso being referred to as proviso, hereinafter "Excluded Taxes"). Parent -------------- Except to the extent taken into account as an asset (whether taken into account as an asset, as an offset to a liability or reserve, or otherwise) in determining the final Closing Working Capital of HPI, or except as provided in the last sentence of paragraph (a)(ii) of this Section 6.13, the HPI Stockholders shall be entitled to any refund of (or actual credit for when and as actually realizedfor) Taxes for which it any HPI Indemnitor is liable under this Section 8.2(aAgreement (including, without limitation, any refund of, or credit for, Taxes of HEC or any Acquired Company due to the overpayment of such Taxes prior to the Closing Date). --------------.

Liability for Taxes. (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall (and subject to the limitations thereof), Parent agrees to indemnify and hold ---------- harmless each Buyer Group Member from and against against, any and all Losses and Expenses incurred by such Buyer Group Member in connection with with, arising out of or arising from, any and all Taxes resulting from (A) any Taxes of the Acquired Company and any Taxes imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, the Acquired Assets or with respect to the HEA Membership Interests or the SMMSLP LP InterestsBusiness, in each case described in this clause with respect to any Pre-Closing Tax Period, (B) Taxes of the Sellers (including, without limitation, capital gains Taxes arising as a result of the transactions contemplated by this Agreement) or any of their Affiliates (excluding the Acquired Company) for any taxable year Tax period, (C) Taxes for which the Acquired Company (or period that ends any predecessor of the Acquired Company) is held liable under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Requirements of Law) by reason of such entity being included in any consolidated, affiliated, combined or unitary group at any time 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, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from Taxes imposed on or payable by third parties with respect to which the distribution of Acquired Company has an obligation to indemnify such third party pursuant to a transaction consummated on or otherwise relating prior to the Excluded Assets or the Excluded Business or Closing, (E) that are any Transfer Taxes borne by Parent pursuant to Section 338(h)(108.1(a)(v) and (F) any PRC Capital Gains Taxes; (amounts described in the foregoing clauses (A) through (F), “Indemnified Taxes”); provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II1) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, the Acquired Company or for which any the Acquired Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course actions taken or caused to be taken by Buyer or any of business occurring its Affiliates on the Closing Date after the ClosingClosing that are outside of the ordinary course of business and not otherwise contemplated by this Agreement (which, for the avoidance of doubt, shall exclude any Transfer Taxes and any PRC Capital Gains Taxes) and (III2) any Transfer Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital borne by Buyer pursuant to Section 8.1(a)(v) (the Taxes described in this proviso being referred to as "the foregoing clauses (1) and (2), “Excluded Taxes"”). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------.

Liability for Taxes. (i) Parent ----------- ------------------- shall Each Seller shall, severally and not jointly, be liable for and pay, and pursuant to Article XI shall Section 9.1(a)(ii)(E), shall, severally and not jointly, indemnify and hold ---------- harmless each Buyer Group Member harmless, the Purchaser Indemnified Parties from and against such Seller’s Pro Rata Portion of any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) Taxes imposed on the Company or any of its Subsidiaries, or for which the Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision any of state or local law solely its Subsidiaries may otherwise be liable, as a result of such Company having been a member of an Affiliated Group (including Taxes for which the Company or any Subsidiary may be liable pursuant to Treasury Regulation § 1.1502-6 or similar provisions of state, local or foreign law as a group result of corporations joining in filing Tax Returns on having been a consolidatedmember of an Affiliated Group and any Taxes resulting from the Company or any of its Subsidiaries ceasing to be a member of any Affiliated Group), combined or unitary basis, and (B) Taxes imposed on the Company or with respect to any Companyof its Subsidiaries, or for which the Company or any Company of its Subsidiaries may otherwise be liable, or with respect in any case referred to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (A) or (B) ), 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, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent (x) any indemnification pursuant to this Section 6.4(c) shall not be liable for or paysubject to the limitations set forth in Section 9.1(d) other than subsections (ii), (v) and (vii)(c) and (y) the Sellers shall not indemnify have any liability under this Section 6.4(c)(i) for (A) Entity Level Taxes, which the parties agree are a liability of the Company and the Subsidiaries and not of Purchaser and, accordingly, shall be timely paid out of the funds of the Company and its Subsidiaries in the Ordinary Course of Business or hold harmless any Buyer Group Member from and against, (IB) any incremental Taxes (other than Specified Taxes, for which the Sellers shall remain liable under this Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes6.4(c)(i)) imposed on and paid or payable at the entity level by the Company or any Company, for which any Company may otherwise be liable or of its Subsidiaries to the extent accrued in the Interim Financial Statements and in the aggregate not in excess of $4,402,406. The Sellers’ liability under this Agreement with respect to the HEA Membership Interests Taxes imposed on or paid by any Subsidiary shall not exceed an amount equal to the SMMSLP LP Interests as a result Company’s proportionate share of actual transactions not in the ordinary course of business occurring such Tax (based on the Closing Date after the Closing, and (III) any Taxes shown Company’s percentage ownership of such Subsidiary as a liability or reserve on of the Closing Date Balance Sheet Date) and, for the avoidance of doubt, each Seller shall be severally and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes")jointly liable for such Seller’s Pro Rata Portion of such amount. Parent -------------- The amounts for which any Seller shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Sections 9.1(a)(ii)(E) and 6.4(c) are subject to certain limits set forth in Section 8.2(a). --------------6.4(c)(i) of the Company Disclosure Schedule.

Liability for Taxes. (ia) Parent ----------- ------------------- Seller shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each the Buyer Group Member Indemnified Parties from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromattributable to, any and all without duplication, (i) Taxes (A) imposed on any the Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such the Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect Seller’s Group prior to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) 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, (Cii) arising solely from Taxes imposed on the terminationCompany for any Pre-Accounts Date Taxable Periods, as (iii) Taxes in excess of (A) the Deemed Tax Liability reduced by (B) any payments made by Buyer under Section 10.01(b)(i) or by the Company under Section 10.05(b)(ii) or (iv) or remitted by Buyer or the Company to a Tax Authority under Section 10.02, that are imposed on the Company or for which the Company may otherwise be liable for any Post-Accounts Date Taxable Period ending on the earlier of the end of such period and the Closing Date, Date and (iv) Taxes that arise from or are attributable to any breach of any Company that is a corporation as a member covenant under Article X and any inaccuracy in or breach of the affiliated group (as defined any representation or warranty made in Section 1504 of the Code) of which Parent is the parent corporation5.19(d), (De) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxesf); provided, however, that -------- ------- Parent Seller shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (IA) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section Sections 336(e) or 338 of the Code or any similar provisions of state, local or foreign law Law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, Shares or that result from Buyer, any Affiliate of Buyer or any (after the Closing Date) the Company engaging in any activity or transaction (other than the activities and transactions except as contemplated by this AgreementAgreement or required by applicable Law) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any the Company (other than HEA) for foreign, federal, state state, local or local other Tax purposes, (IIB) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be Buyer is liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closingunder Section 10.01(b), and (IIIC) any Taxes to the extent of any related accrued current tax payable shown as a liability or reserve on the Closing Financial Statements as of the Accounts Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in clauses (A) and (C) of this proviso being referred to as "proviso, “Excluded Taxes"”). Parent -------------- Seller shall be entitled to any refund of (or actual credit for when and as actually realizedfor) Taxes for which it of the Company (other than Excluded Taxes) allocable to any Pre-Accounts Date Taxable Periods (except to the extent such refund (x) results from the carryback of a Tax Attribute relating to a Post-Accounts Date Taxable Period or (y) is liable under this Section 8.2(areflected on the Financial Statements as a current tax receivable as of the Accounts Date). --------------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). Buyer shall and shall cause its Affiliates to take reasonable steps to secure any such refund or credit that would otherwise be available. Buyer and the Company shall be entitled to all other refunds in respect of any Taxes of the Company (including to the extent such refund results from the carryback of a Tax Attribute relating to a Post-Accounts Date Taxable Period), and if such refunds are received by Seller or any Affiliate thereof, Seller shall promptly, and in any event within thirty (30) days of the receipt of any such refund, pay such refund over to, or as directed by, Buyer (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).

Liability for Taxes. (i) Parent ----------- ------------------- Seller shall be liable for and paypay and, and pursuant to Article XI (and subject to the limitations thereof), shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, the following amounts: (A) any and all Taxes (A) imposed on the Company or any Company Subsidiary pursuant to Treas. Reg. (S) 1.1502- §1.1502-6 or similar provision of state state, local or local foreign law solely as a result of the Company or such Company Subsidiary having been a member of a group of corporations joining in filing the Seller’s Group or otherwise having filed any Tax Returns Return for any period beginning before the Closing Date on a combined, consolidated, combined affiliated or unitary basisbasis with a Person that is not, after the Closing, a Buyer Group Member, (B) imposed on the Company or with respect to any CompanySubsidiary, or for which the Company or any Company Subsidiary may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) 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, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent Seller shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, Shares or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, Subsidiary pursuant to this Agreement or that result from Buyer, Buyer or any Affiliate of Buyer Buyer, the Company or any Company Subsidiary engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause causes the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Company or any Company (other than HEA) Subsidiary for federal, state or local Tax purposes, and (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on the Company or any CompanySubsidiary, or for which the Company or any Company Subsidiary may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after 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 Closing, and (III) any Taxes shown as a liability or reserve on portion of the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital after the Closing (the Taxes described in this proviso being referred to as "“Excluded Taxes"”), (C) any and all Taxes, costs or other expenses incurred by the Company, any Subsidiary or any Buyer Group Member as a result of a breach of any representation or warranty set forth in Section 5.7 or of any covenant contained in this Section 8.2, and (D) any and all Taxes arising as a result of the transactions described in Section 7.7. Parent -------------- Buyer and Seller agree that, with respect to any transaction described in clause (II) of the preceding sentence, the Company and all persons related to the 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 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 actual credit for when and as actually realizedfor) Taxes allocable to 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. (ii) Buyer shall be liable for and pay, and pursuant to Article XI (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against the following amounts: (A) any and all Taxes imposed on the Company or any Subsidiary, or for which it is liable under this Section 8.2(athe Company or any Subsidiary may otherwise be liable, for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date and (B). --------------

Liability for Taxes. Subject to Section 10.5, from and after the Closing, each Seller shall, severally and not jointly, hold harmless and indemnify the Purchaser from and against, and shall compensate and reimburse the Purchaser for, such Seller’s pro rata share of any Damages that are directly or indirectly suffered or incurred at any time by the Purchaser, or to which the Purchaser may otherwise directly or indirectly become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from, or as a result of, or are directly or indirectly connected with: (i) Parent ----------- ------------------- shall be liable any Taxes imposed (or which would have been imposed but for and paythe use of any loss, and pursuant allowance, credit, exemption, deduction, set off, right to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with repayment or arising from, any and all Taxes (Aother similar tax asset) imposed on any of the Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision its Subsidiaries, or for which any of state the Company or local law solely its Subsidiaries may otherwise be liable, as a result of such Company having been a member of a group for Tax purposes before the date of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, the Latest Balance Sheet (B“Affiliated Group”) imposed on or with respect to any Company, (including Taxes for which any of the Company or its Subsidiaries may be liable pursuant to United States Treasury Regulations Section 1.1502-6 or similar provisions of state, local or foreign law as a result of having been a member of an Affiliated Group and any Taxes resulting from any of the Company or its Subsidiaries ceasing to be a member of any such Affiliated Group); (ii) the absence, non-availability, failure to obtain, non-existence, withdrawal or cancellation of any loss, allowance, credit, exemption, deduction, set off, right to repayment or other similar tax asset which has been treated as an asset in preparing the Latest Balance Sheet or which has been taken into account in computing (and reducing) any provision for deferred Tax which appears in the Latest Balance Sheet; and (iii) any Taxes imposed (or which would have been imposed but for the use of any loss, allowance, credit, exemption, deduction, set off, right to repayment or other similar tax asset) on any of the Company or its Subsidiaries, or for which any of the Company or its Subsidiaries may otherwise be liable, or with in respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for of any taxable year or period that ends on or before the Closing Date and, (and with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date) but, in each case, excluding any Taxes to the extent taken into account in the determination of clauses (Cii)-(v) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------Purchase Price.

Liability for Taxes. (ia) Parent ----------- ------------------- and the Seller shall be liable for and pay, and shall indemnify, defend, and hold harmless the Acquiror Indemnified Parties from and against, and reimburse any Acquiror Indemnified Party for, any Losses with respect to (i) Taxes imposed on the Company or any Transferred Subsidiary pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- Treasury Regulation Section 1.1502-6 or similar provision of state state, local or local law solely foreign Law as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidatedcombined, combined consolidated or unitary basisbasis with Parent or the Seller or any of their Affiliates prior to the Closing, (Bii) Taxes imposed by reason of the Company or any Transferred Subsidiary having liability for Taxes of another Person arising under principles of transferee or successor liability or by contract (other than contracts which (a) are ordinary course commercial agreements and (b) the primary subject matter of which is not Taxes), as a result of activities or transactions taking place at or prior to the Closing, (iii) Taxes imposed on the Company or with respect to any CompanyTransferred Subsidiary, or for which the Company or any Company Transferred Subsidiary may otherwise be liable, liable or Taxes with respect to the HEA Membership Interests or the SMMSLP LP InterestsBusiness, in each case described in this clause (B) for any taxable year or period that ends on or before the Pre-Closing Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (Civ) arising solely Taxes that arise from the termination, as of the Closing Date, or are attributable to any inaccuracy in or breach of any Company that is a corporation as a member of the affiliated group (as defined representation or warranty made in Section 1504 of the Code) of which Parent is the parent corporation3.21(e), (Df) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (Eh) that are or to any breach of any Tax covenant under this Agreement, and (v) Section 338(h)(10) 338 Taxes; provided, however, that -------- ------- Parent and the Seller shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member the Acquiror from and against, (IA) any incremental Taxes (other than any Section 338(h)(10) 338 Taxes) that result from any actual or election (other than the Section 338(h)(10) Elections, and any elections deemed election made as a result of the Section 338(h)(10) Elections) under Section 338 of the Code or any similar provisions of state, local or foreign law Law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, Shares or the deemed purchase of shares or equity the Capital Stock of any Conveyed Companies Subsidiary, Transferred Subsidiary or that result from Buyerthe Acquiror, any Affiliate of Buyer the Acquiror, the Company or any Company Transferred Subsidiary engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) Transferred Subsidiary for federal, state state, local or local other Tax purposes, (IIB) any Taxes (other than Section 338(h)(10) Taxes) imposed on the Company or any Company, Transferred Subsidiary or for which the Company or any Company Transferred Subsidiary may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (IIIC) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it the Acquiror is liable under this Section 8.2(a7.01(b). --------------, and (D) any Taxes taken into account in the calculation of the Final Working Capital.

Liability for Taxes. (i) Parent ----------- ------------------- Except as provided in Section 6.5(b), Conopco (acting for itself and on behalf of the Sellers) shall be jointly and severally liable for and payfor, and pursuant to Article XI shall indemnify Buyer (acting for themselves and hold ---------- harmless each Buyer Group Member from and against any and on behalf of the other Designated Buyers) against, all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) Taxes imposed on any Company pursuant of the Sellers or their Affiliates (other than the Companies), save as provided in clause (B) of Section 6.9(a)(ii), including any Taxes arising from the transactions contemplated by Sections 6.3(a) or (b), 7.2, 7.3, 7.4 and 7.5, for any taxable year or period, (B) Taxes imposed on or with respect to Treas. Reg. the Companies, the Assets or the DiverseyLever Business or for which the Companies or the DiverseyLever Business may otherwise be liable, in each case, for any Pre-Closing Tax Period (S) 1.1502- 6 including, in each case, any obligation to contribute to the payment of a Tax determined on a consolidated, combined, unitary, or similar provision basis in respect of state a Pre-Closing Tax Period), (C) without limiting clause (B) hereof in any way, Taxes attributable to any breach of warranty or local law solely misrepresentation relating to Section 4.6 hereof (without regard to any dollar limitation contained therein), (D) Taxes arising as a result of such Company having been any breach of Section 6.9(f) by Conopco, (E) liability of the Companies for Taxes under any Tax Sharing Agreement entered into prior to the Closing Date, (F) liability of the Companies for Taxes arising as a result of ceasing to be a member of a group of corporations joining companies as a result of the Closing, (G) Taxes imposed on any member of the Unilever Group or any of their Affiliates under Article 35 Unilateral Decree 2001 and/or Article 00x Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxx 0000 or any similar provision of non-Dutch Tax Law, in filing relation to recapture of foreign branch losses of a Pre-Closing Tax Returns on a consolidatedPeriod of any member of the Unilever Group, combined and (H) liability of Buyer or unitary basisits Affiliates for reasonable legal fees and expenses paid to third parties relating to any successful recovery by Buyer or its Affiliates from Conopco (or any Seller) for any item in clauses (A), (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) 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), (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation), (D), (E), (F) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (EG) that are Section 338(h)(10) Taxesabove; provided, however, that -------- ------- Parent Conopco (or the Sellers on whose behalf Conopco is acting) shall not be liable under this Section 6.9(a)(i) for any liability to the extent attributable to or pay, and shall not indemnify or hold harmless any Buyer Group Member resulting from and against, (I1) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of breach by Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets its Affiliates of any Company (other than HEA) for federal, state or local Tax purposescovenant described in Section 6.9(e), (II2) any Taxes failure by Buyer or any of its Affiliates to comply with its obligations under Section 6.9(c) or to afford Conopco (other than Section 338(h)(10and the Sellers on whose behalf Conopco is acting) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect the opportunity to participate (to the HEA Membership Interests extent permitted by Applicable Law) as provided by Section 6.9(c), (3) an increase in Tax rates or a change in Tax legislation, in each case made after the SMMSLP LP Interests as Closing with retroactive effect, (4) a result of actual transactions not change after Closing in the ordinary course bases, methods or policies of accounting of the Buyer or any of its Affiliates, (5) a 131 Table of Contents cessation of, or any change in the nature or conduct of, any trade or business occurring carried on by any of the Companies on or after the Closing Date after or (6) an item that has been satisfied or compensated for without cost (including Tax Cost) to Buyer or any of its Affiliates; and provided further, that Conopco (and the Closing, and (IIISellers on whose behalf Conopco is acting) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and shall not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------6.9(a)(i) for any liability to the extent that the liability has been discharged on or before Closing or to the extent that provision has been made for such liability in computing the Final DiverseyLever Closing Working Capital Amount.

Liability for Taxes. (i) Parent ----------- ------------------- Sellers shall be liable for and pay, and pursuant each Seller (jointly and severally and pro rata in accordance with their Aggregate Percentage Interests) agrees to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromagainst, (x) any and all Taxes (A) and associated Losses imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) Acquired Companies 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 DateDate and (y) any and all Taxes and associated Losses imposed on any of the Acquired Companies, (C) arising solely from or for which any of the terminationAcquired Companies may otherwise be liable, as a result of the Closing Date, of any Company that is a corporation as being or having been a member of the any “affiliated group group” (as defined in Section 1504 1504(a) of the Code without regard to the limitations contained in Section 1504(b) of the Code but taking into account the provisions of Section 1504(c) of the Code, as relevant) that, at any time on or before the Closing Date, includes or has included any of the Acquired Companies, or any other group of corporations filing Tax Returns on a combined, consolidated, unitary or similar basis that, at any time on or before the Closing Date, includes or has included any of the Acquired Companies (a “Company Group”) (including Taxes for which Parent is any of the parent corporationAcquired Companies may be liable pursuant to Treasury Regulation § 1.1502-6 or similar provisions of state, (D) arising from the distribution local or foreign law as a result of being or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxeshaving been a member of a Company Group); provided, however, that -------- ------- Parent Sellers shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (IIIA) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded included in Closing Date Working Capital, (B) any Taxes imposed on any of the Acquired Companies or for which any of the Acquired Companies may otherwise be liable as a liability in determining Net Working Capital result of non-ordinary course transactions occurring on the Closing Date that are properly allocable to the portion of the Closing Date after the Closing, and (C) any Taxes that result from any actual or deemed election by Buyer or an Affiliate of Buyer under Section 338 of the Code or any similar provisions of U.S. state, local or non U.S. law as a result of the purchase of the Shares (Taxes described in this proviso being referred to as "proviso, hereinafter “Excluded Taxes"”). Parent -------------- Sellers shall be entitled to any refund of (or actual credit for when and as actually realizedfor) Taxes for allocable to 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 which it is liable under Taxes are indemnifiable pursuant to this Section 8.2(a8.1(a) other than refunds taken into account as an asset in Closing Date Working Capital; provided, however, that any refund created by a Transaction Tax Deduction paid to Seller hereunder shall reduce dollar-for-dollar the $5 million limitation in Section 8.1(a)(vi). --------------Upon the request of the Stockholder Representative, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds or credits to which Sellers are entitled pursuant to the preceding sentence. Buyer shall inform the Stockholder Representative promptly after the end of each calendar year as to whether such refund or credit is, or with the taking of action would be, available.

Liability for Taxes. (i) Parent ----------- ------------------- Seller shall be liable for and pay, except to the extent reflected in the calculation of GFTC Closing Working Capital and pursuant Non-GFTC Closing Working Capital, and subject to Article XI the procedures and limitations set forth in Sections 10.4–10.8 shall indemnify and hold ---------- harmless each of (1) Parent, Borrowers, Buyer and their Affiliates, (2) their respective directors, officers and employees and (3) the successors and assigns of the foregoing (each, a “Buyer Group Member Member”) from and against against, without duplication, any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, attributable to any and all Taxes (A) Taxes imposed on the Company or any Subsidiary (or any direct or indirect predecessor of the Company or any Subsidiary) pursuant to Treas. Reg. (S) 1.1502- Treasury Regulations Section 1.1502-6 or similar provision of state or local law solely Requirements of Law as a result of such the Company or any Subsidiary having been a member of a the “affiliated group” (as defined in Section 1504(a) of the Code) for federal income tax purposes of which Seller is the common parent (or similar group of corporations joining in filing Tax Returns for state or local tax purposes) at any time on a consolidated, combined or unitary basisbefore the Closing Date, (B) Taxes imposed on the Company or any Subsidiary for any taxable year or period that ends on or before the Closing Date and, with respect to any Companytaxable year or period beginning on or before and ending after the Closing Date (a “Straddle Period”), the portion of such Straddle Period ending on and including the Closing Date; (C) Taxes resulting by reason of the Company or any Subsidiary ceasing to be a member of the affiliated group that includes Seller; (D) Taxes directly attributable to any misrepresentation or breach of warranty made by Seller in Section 5.8 (m), (n) and (o) of this Agreement; (E) Taxes directly attributable to any failure to comply with any of the covenants or agreements of Seller or the Company under this Agreement; or (F) Taxes of any other Person pursuant to any Tax Sharing Arrangement or Tax indemnity agreement entered into by the Seller, the Company or any Subsidiary on or before 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 (x) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign Requirements of Law as a result of the purchase of the Shares or the deemed purchase of shares of any of the Subsidiaries or that result from Parent, Borrowers, Buyer, any Affiliate of Parent, Borrowers or Buyer, the Company or any Subsidiary 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 the Company or any Subsidiary for federal, state or local Tax purposes, (y) any Taxes imposed on the Company or any Subsidiary or for which the Company or any Company Subsidiary may otherwise be liableliable as a result of transactions undertaken by Parent, Buyer. any Affiliate of Parent or with respect to Buyer, the HEA Membership Interests Company or any Subsidiary occurring on the SMMSLP LP Interests, in each case Closing Date after the Closing outside the ordinary course of business and (z) any Taxes resulting from the sale of the Company or any Subsidiary by Parent or Buyer (the Taxes described in this clause proviso being referred to as “Excluded Taxes”). Seller shall be entitled to any refund of (Bor credit for) for Taxes allocable to 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, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------.

Liability for Taxes. (ia) Parent ----------- ------------------- From and after Closing, the Sellers shall jointly and severally be liable for and payfor, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member the Purchaser and its Affiliates from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with attributable to (i) any Taxes of the Companies or arising from, the Subsidiaries for any and Pre-Closing Tax Period or the portion of a Straddle Period ending on the Closing Date; (ii) all Taxes (A) imposed on relating to the ownership or operation of the Business or the acquisition, ownership, or sale of any Company pursuant assets primarily related to Treas. Reg. (S) 1.1502- 6 the Business in any Pre-Closing Tax Period or similar provision of state or local law solely as a result of such Company having been a member the portion of a group Straddle Period ending on the Closing Date; (iii) any Taxes of corporations joining in filing Tax Returns on a consolidated, combined Sellers or unitary basis, (B) imposed on or with respect to of any Company, other Person for which any Company may otherwise be or Subsidiary is liable, or with respect including pursuant to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) 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, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Treasury Regulation Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code 1.1502-6 or any similar provisions provision of state, local or foreign law non-U.S. Law, as a result of the purchase being a member of the Sharesan affiliated, the HEA Membership Interests consolidated, joint, unitary, combined or the SMMSLP LP Interests, similar group for Tax purposes including Sellers or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer any Seller other than the Companies and the Subsidiaries on or prior to the Closing Date, or as a successor or transferee or otherwise as a matter of Law to the extent arising from a transaction or event occurring prior to the Closing; (iv) any payments required to be made by the Companies or the Subsidiaries following the Closing Date pursuant to any Tax allocation, Tax indemnity, or Tax sharing agreement entered into by any Company engaging in any activity or transaction Subsidiary prior to the Closing (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase any such agreements solely among Companies and/or Subsidiaries or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not customary agreements entered into in the ordinary course of business occurring on the Closing Date after the Closing, that do not primarily relate to Tax matters); and (IIIv) any Taxes shown as a liability arising from or reserve on imposed in connection with the transfer, conveyance or assignment of any assets pursuant to Section 5.16 or the termination of the Terminated Affiliate Obligations pursuant to Section 5.9 (clauses (i) through (v), collectively, the “Pre-Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"Tax Indemnity”). Parent -------------- Notwithstanding the foregoing, the Purchaser and its Affiliates shall be entitled first seek recovery under the Representations and Warranties Insurance Policy before seeking recovery from the Sellers pursuant to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------the Pre-Closing Tax Indemnity.

Liability for Taxes. From and after the Closing Date, CAC and its present or future Affiliates (iother than the Companies) Parent ----------- ------------------- shall be liable for and paydefend, and pursuant to Article XI shall indemnify and hold ---------- Purchaser and its respective present and future Affiliates harmless each Buyer Group Member from and against any and all Losses which any of them may suffer, incur or sustain arising out of or attributable to, or resulting from (i) any breach of any of the representations and Expenses incurred by such Buyer Group Member warranties contained in connection with or arising fromSection 3.13, (ii) any and breach of the covenant contained in Section 5.1(a)(vi), (iii) all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 the Companies, or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company the Companies may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date (a "Pre-Closing Tax Period") and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing DateDate (including, without limitation, any obligations to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to any Company Group), other than any transaction of Purchaser or any of its Affiliates not in the ordinary course of business (other than transactions contemplated hereunder) that occurs on the 36 Closing Date but after the Closing, (Civ) arising solely from Taxes of or imposed on the termination, Companies as a result of the Closing Date, of any Company that is a corporation as having been a member of the affiliated a consolidated, combined or unitary group (as defined in Section 1504 of including, without limitation, Taxes for which the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not Companies may be liable for pursuant to Treas. Reg. Section 1.1502-6 or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of having been a member of a consolidated, combined or unitary group and any Taxes resulting from the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity Companies ceasing to be a member of any Conveyed Companies Subsidiaryconsolidated, combined or that result from Buyerunitary group), and (v) all Section 338 Taxes and all Taxes imposed upon any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by Section 5.2. For purposes of this Agreement Section 6.3, whenever it is necessary to be treated as determine the liability for Taxes of the Companies for a purchase or sale Straddle Period, the determination of assets the Taxes of any Company (other than HEA) the Companies for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed the portion of the Straddle Period ending on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on and including the Closing Date after shall be determined by assuming that the ClosingStraddle Period consisted of two taxable years or periods, and (III) any Taxes shown as a liability or reserve on one which ended at the close of the Closing Date Balance Sheet and not excluded as a liability the other which began at the beginning of the day following the Closing Date and such Taxes that are in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- nature of real or personal property taxes shall be entitled to any refund of (apportioned between such two taxable years or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------periods on a daily basis.

Liability for Taxes. (i) Parent ----------- ------------------- Seller shall be liable for and for, pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromagainst, (A) any and all Taxes (A) imposed on any the Company or the Subsidiaries pursuant to Treas. Reg. (S) 1.1502- Treasury Regulation Section 1.1502-6 or similar provision of state or local law solely as a result of such the Company or the Subsidiaries having been a member of the Aon or any other consolidated group and any and all Taxes imposed on the Company or the Subsidiaries as a group of corporations joining in filing Tax Returns on a consolidatedtransferee or successor, combined by contract, or unitary basisotherwise, and (B) imposed on any and all Taxes of the Company or with respect to any Companythe Subsidiaries, or for which any the Company or the Subsidiaries may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) 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, (C) arising solely from the termination, as of the Closing Date, of including any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) 338 Taxes; provided, however, that -------- ------- Parent Seller shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, against (I) any incremental Taxes (other than any Section 338(h)(10) 338 Taxes) of the Company or any of its Subsidiaries that result from any actual or deemed an election under Section 338 338(a) of the Code or any similar provisions of state, local or foreign law as a result (other than, for the avoidance of doubt, an election under Section 338(h)(10) of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Code) made unilaterally by Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, the Company or the Subsidiaries or for which any the Company or the Subsidiaries may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not engaged in or directed by Buyer after the Closing to the extent such transactions are outside the ordinary course of business occurring on and not otherwise contemplated by this Agreement (the Closing Date after the ClosingTaxes described in clauses I and II hereof being referred to as “Excluded Taxes”), and (III) any Taxes shown as a (excluding, for the avoidance of doubt, any reserve for deferred Taxes established to reflect timing differences between book and Tax income) of the Company or any Subsidiaries to the extent the liability or reserve on for such Taxes are reflected in the Closing Date Balance Sheet and not excluded as a liability in determining calculation of Final Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes")Capital. Parent -------------- Seller shall be entitled to any refund of (or actual credit for when and as actually realizedfor) Taxes for which it allocable to 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 to the extent such refund is liable under this Section 8.2(a). --------------not reflected in the calculation of the Final Net Working Capital.