Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. (a) Seller shall be liable for and pay, and shall indemnify, defend and hold harmless Buyer from and against, any Taxes imposed on the Company, or for which the Company may otherwise be liable (i) for any Pre-Closing Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; (ii) resulting from a breach of the representations and warranties set forth in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; or (iv) of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller shall not be liable for or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (y) imposed on the Company or for which the Company may otherwise be liable as a result of any transaction other than in the ordinary course of business occurring on the Closing Date and after the Closing that is properly allocable for any Income Tax purposes to the portion of the Closing Date after the Closing. Buyer shall not, and shall not permit the Company to, make any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to claiming any refund or credit with respect to Taxes referred to in this Section 7.1(a).

Liability for Taxes. (a) Seller The Parent shall be liable for and pay, or shall cause the applicable Seller to pay, and shall indemnify, defend defend, and hold harmless Buyer the Acquiror Indemnified Parties (as defined in Section 10.02(a)) from and against, any all Taxes and Losses imposed on the Companyor incurred by any Acquiror Indemnified Party, or for which the Company any Acquiror Indemnified Party may otherwise be liable liable, relating to (i) for any Taxes imposed upon any Company or any Transferred Subsidiary with respect to any Pre-Closing Taxable Periods Period and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; , (ii) resulting any Taxes imposed upon any Company or any Transferred Subsidiary or any Successor Entity with respect to any Post-Closing Taxable Period or, with respect to any Straddle Period, the portion of such Straddle Period ending after the Closing Date, that would not be payable by, or imposed upon, such Company or such Transferred Subsidiary or such Successor Entity if any amount of net operating losses or credits generated during the Parent or its Affiliates’ period of ownership of the applicable Company or Transferred Subsidiary as of the Closing Date had not been decreased as a result of any Tax audits or proceedings by any Tax Authority, except to the extent any such decrease in net operating losses or credits (A) is expected to give rise to a Tax benefit to any Company or any Transferred Subsidiary or any Successor Entity in a Post-Closing Taxable Period or, with respect to any Straddle Period, the portion of such Straddle Period ending after the Closing Date, (B) is caused by an action taken by or transaction entered into by the Acquiror or its Affiliates other than those contemplated by the Transaction Agreements (excluding, for the avoidance of doubt, any reorganization or other transfer of the interests or assets of the Companies or the Transferred Subsidiaries by the Acquiror or any of its Affiliates following the Closing) or (C) is a result of the carryback of any item from a breach Post-Closing Taxable Period or with respect to the portion of any Straddle Period relating to after the representations and warranties set forth in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; Closing Date, (iii) of any member of breach or inaccuracy in any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; representation contained in Section 3.20 or (iv) any breach or failure by the Parent to perform (or cause to be performed) any of any other Person for which the Company is covenants or has been liable as a transferee or successor, by contract or otherwiseagreements set forth in this Article VII; provided, however, that Seller the Parent shall not be liable for or pay pay, and shall not indemnify the Acquiror Indemnified Parties from and against (A) any Taxes shown as an accrued tax payable on the Final Actual Closing Solvency Capital Worksheet, and (xB) included in the calculation of Final Closing Working Capital or (y) any Taxes imposed on the any Company or Transferred Subsidiary, or for which the any Company or Transferred Subsidiary may otherwise be liable liable, as a result of any transaction other than in the ordinary course of business transactions occurring or deemed to occur on the Closing Date and but after the Closing that is properly allocable (other than those contemplated by the Transaction Agreements (excluding, for the avoidance of doubt, any Income Tax purposes to the portion reorganization or other transfer of the Closing Date after interests or assets of the Companies or the Transferred Subsidiaries by the Acquiror or any of its Affiliates following the Closing. Buyer shall not) or occurring in the Ordinary Course of Business) (Taxes described in clauses (A) and (B) above, and shall not permit the Company to, make any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to claiming any refund or credit with respect to Taxes referred to in this Section 7.1(ahereinafter “Excluded Taxes”).

Liability for Taxes. (a) Seller Each Contributor shall be liable for and pay, and shall indemnify, defend indemnify and hold harmless Buyer each PEGC I Indemnitee (as defined in Section 10.01 below) from and against, against any and all Losses suffered or incurred by such PEGC I Indemnitee in connection with or arising from (i) Taxes imposed on any Contributed Company or Subsidiary thereof or for which such Contributed Company or such Subsidiary may otherwise be liable, as a result of having been a member of a Contributed Company Group (including Taxes for which the CompanyContributed Company or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Law as a result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company or any Subsidiary thereof ceasing to be a member of any Contributed Company Group), (ii) Taxes imposed on any Contributed Company or Subsidiary thereof, or for which the any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable (i) liable, for any Pre-taxable year or period that ends on or before the Closing Taxable Periods Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; , (iiiii) resulting from any breach of any representation or warranty of such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating the amount of Losses, but not for the purpose of determining whether there has been a breach of the such representations and warranties set forth in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreignwarranties), state or local law; or and (iv) any breach of any covenant of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other Person for which than the Company is or has been liable as a transferee or successor, by contract or otherwiseTax Protection Agreement) relating to Taxes; provided, howeverthat (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes to the extent included or reflected in a contra-asset, that Seller shall not be liable liability or obligation accrued or reserved for in the Audited Balance Sheet or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (y) imposed on the Company or for which the Company may otherwise be liable as a result of any transaction other than in the ordinary course of business occurring on the Closing Date and after the Closing that is properly allocable for any Income Tax purposes to the portion determination of the Closing Date after the Closing. Buyer shall notActual Adjusted OP Unit Consideration or Contingent Consideration, and shall not permit the Company to, make any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible as finally determined pursuant to Section 1.05(b)(vi) or Section 1.06(c)(v) and (2) the first (but not the sole) source of recovery under this Section 7.1(a), plus any interest received or credited with respect thereto from 8.01(a) shall be the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to claiming any refund or credit with respect to Taxes referred to in this Section 7.1(a)Escrow Account.

Liability for Taxes. (a) Seller shall be liable for and payfor, and shall indemnify, defend indemnify and hold Buyer harmless Buyer from and against, any Taxes imposed on the CompanyCompany for any taxable period, or for which the Company may otherwise be liable (i) for any Pre-Closing Taxable Periods andportion thereof, with respect to any Straddle Period, the portion of such Straddle Period ending on and including or before the Closing Date; . Buyer shall be liable for, and shall indemnify and hold Seller harmless from any Taxes imposed on Company for any taxable period beginning after the Closing Date. Buyer agrees to pay to Seller any refund received (iiwhether by payment, credit, offset or otherwise) resulting from after the Closing Date by Buyer or Company, in respect of any Taxes for which Seller is liable hereunder. Seller agrees to pay to Buyer any refund received (whether by payment, credit, offset or otherwise) by Seller in respect of any Taxes for which Buyer is liable hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund. Any such refund received by a breach party or its affiliate for the account of the representations other party shall be paid to such other party within thirty (30) days of receipt. Any sales, use, real property transfer, or similar taxes arising from the transactions contemplated by this Agreement shall be the responsibility of Buyer except as otherwise specified herein, such as any applicable stock transfer tax (which shall be the responsibility of Seller). All income and warranties set forth in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) deductions of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member for periods ending on or prior to the Closing Date by reason will be included in the consolidated federal income tax returns of Treasury Regulation § 1.1502-6(aDover’s consolidated tax group. Buyer and Company, shall cooperate with Dover and shall make available all necessary records and timely take all action necessary to allow Dover or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) or any analogous or similar foreign, state or local law; or (iv) receives notice of any examination, claim, adjustment, or other Person proceeding with respect to the liability of Company for Taxes for any period for which the Company other party is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller shall not may be liable for hereunder(the “Liable Party”) the Receiving Party shall immediately notify the Liable Party in writing and the Liable Party shall be entitled at its expense to control or pay settle the contest of such examination, claim, adjustment, or other proceeding, provided it may not, without the consent of the Receiving Party agree to any Taxes (x) included settlement which could result in an increase in the calculation amount of Final Closing Working Capital or (y) imposed on the Company or Taxes for which the Company may otherwise be Receiving Party is liable as a result hereunder. The parties shall cooperate with each other and will consult with each other, in the negotiation and settlement of any transaction proceeding. The parties will preserve and retain all returns, schedules, work papers and all material records or other than in documents relating to any such returns, claims, audits, or other proceedings until the ordinary course expiration of business occurring on the Closing Date statutory period of limitations (including extensions) of the taxable periods to which such documents relate and after until the Closing that is properly allocable for final determination of any Income Tax purposes payments which may be required with respect to such periods under this Agreement and shall make such documents available at the then current administrative headquarters of such party to the portion of the Closing Date after the Closing. Buyer other party upon reasonable notice and at reasonable times, it being understood that such representatives shall not, and shall not permit the Company to, make any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company make copies of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant such books and records relating to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer Company and Seller interview employees as they shall reasonably cooperate with respect to claiming any refund or credit with respect to Taxes referred to in this Section 7.1(a)deem necessary.

Liability for Taxes. Seller will be liable for, and undertakes to timely pay, and pursuant to Article X shall indemnify and hold harmless each Buyer Group Member from, all Taxes relating to the Business, the Purchased Assets and the sale of the Purchased Assets and the Assumed Liabilities, in each case attributable to taxable years or periods (aor portions thereof) ending on or before and including the Closing Date and the Buyer shall have no responsibility with respect to such Taxes. For the avoidance of doubt, the parties agree that Seller shall be liable for any penalties and pay, and shall indemnify, defend and hold harmless Buyer from and against, any Taxes imposed on tax payments which may be required to be paid by Seller to the Company, or for which the Company may otherwise be liable (i) for any Pre-Closing Taxable Periods and, Israeli Tax Authority with respect to any Straddle Period, the portion of such Straddle Period period ending on or before and including the Closing Date; (ii) resulting from a breach of the representations and warranties set forth in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; or (iv) of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller shall not be liable for or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (y) imposed on the Company or for which the Company may otherwise be liable as a result of the complete or partial termination of benefits granted to Seller under the Benefited Enterprise Tax Ruling due to the consummation of the transactions contemplated by this Agreement. Buyer will be liable for, and undertakes to timely pay, and pursuant to Article X shall indemnify and hold harmless each Seller Group Member from, all Taxes relating to the Business, the Purchased Assets, the Assumed Liabilities and any transaction other than in sale of the Purchased Assets and the Assumed Liabilities that are attributable to taxable years or periods (or portions thereof) beginning after the Closing Date and Seller shall have no responsibility with respect to such Taxes. Notwithstanding the foregoing, Buyer (and not Seller) shall be liable for any Taxes attributable to transactions occurring on the Closing Date after the Closing outside the ordinary course of business occurring on (it being understood that the Closing Date and after the Closing that is properly allocable for any Income Tax purposes to the portion sale of the Closing Date after Purchased Assets to Buyer and the Closing. Buyer shall not, and shall not permit the Company to, make any tax election after the Closing that would increase the Income Tax liability assumption of the Company for any Pre-Closing Taxable Period (or portion thereof), and Assumed Liabilities by Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any does not constitute such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to claiming any refund or credit with respect to Taxes referred to in this Section 7.1(aa transaction).

Liability for Taxes. (a) Seller SPLC shall be liable for and payfor, and shall indemnify, defend and hold harmless Buyer SHLX from any unpaid Taxes (including related penalties and against, any Taxes interest) imposed on the Company, or for which the Company may otherwise be liable (i) for any Pre-Closing Taxable Periods and, incurred by or with respect to any Straddle Periodthe Subject Interests or the assets related to the Subject Interests, the portion of such Straddle Period ending on and including the Closing Date; (ii) resulting from a breach of the representations and warranties set forth in Section 3.11 (determined without regard attributable to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member taxable period ending on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(aor portion thereof to the extent occurring on or prior to the Closing Date. 15 (b) or any analogous or similar foreign, state or local law; or (iv) of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller SHLX shall not be liable for or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (yincluding related penalties and interest) imposed on or incurred by or with respect to their interests in the Company Subject Interests or the Assets related to the Subject Interests attributable to any taxable period beginning after the Closing Date or portion thereof to the extent occurring after the Closing Date. (c) Whenever it is necessary for which purposes of this Article VI to determine the Company may otherwise be liable as a result amount of any transaction other than Taxes imposed on or incurred by or with respect to the Subject Interests or the Assets related to the Subject Interests for a taxable period beginning before and ending after the Closing Date, which is allocable to the period ending on or prior to the Closing Date, and the allocation is not otherwise prescribed by Applicable Law or agreement in effect as of the date hereof, such amount shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the ordinary course of business occurring Tax period ending on (and including) the Closing Date and after the Closing that denominator of which is properly allocable for any Income the number of days in the entire Tax purposes to the portion of the Closing Date after the Closingperiod. Buyer shall not, and shall not permit the Company to, make any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company d) If SHLX receives a refund of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capitalrelated penalties and interest) for which Seller that SPLC is responsible pursuant for hereunder, or if SPLC receives a refund of any Taxes (including related penalties and interest) that SHLX is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to this Section 7.1(a)the party which has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary and reasonable steps to claim any such refund. (e) For federal income tax purposes, plus the parties agree to report any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate payments with respect to claiming any refund or credit with respect Section 2.4, Section 6.1, ‎ Section 8.1 and ‎Section 8.2 as an adjustment to Taxes referred to in this the Consideration. Section 7.1(a).6.2

Liability for Taxes. (a) The Company has made an estimated Tax payment of its 2018 Federal and Montana income and premium taxes (the “2018 Tax Estimate”) to the appropriate Tax Authority. To the extent the 2018 Tax Estimate paid by the Company is less than or does not fully cover any Taxes owed by the Company for any taxable period (or portion thereof, as determined under Section 10.01(c)) ending on or prior to the Closing Date, Seller shall be liable for and pay, and shall indemnify, defend indemnify and hold harmless the Buyer Indemnified Parties, from and against, any Taxes imposed on the Company, or for which the Company may otherwise be liable (i) for any Pre-Closing Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; (ii) resulting from a breach of the representations and warranties set forth in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) remaining amount of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; or (iv) of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwisesuch Taxes; provided, however, that Seller shall not be liable for or pay pay, and shall not indemnify Buyer from and against, (A) any Taxes (xthat result from any actual or deemed election under Sections 336(e) included in or 338 of the calculation Code or any similar provisions of Final Closing Working Capital state, local or (y) imposed on the Company or for which the Company may otherwise be liable foreign Law as a result of the purchase of the Shares or that result from Buyer, any Affiliate of Buyer or (on or after the Closing Date) the 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 the Company for foreign, federal, state, local or other than Tax purposes, (B) any Taxes for which Buyer is liable under Section 10.01(b) and (C) any Taxes to the extent taken into account as a Liability or reserve for Taxes in preparing the ordinary course Statutory Statements as of business occurring the Accounts Date (Taxes described in this proviso, “Excluded Taxes”). Seller shall be entitled to any refund of Taxes, including but not limited to the 2018 Estimate, received by Buyer or its Affiliates for any taxable period ending on or prior to the Closing Date and after the Closing that is properly allocable any other amounts credited against Tax for any Income Tax purposes a taxable period ending on or prior to the portion of the Closing Date after the Closing. Buyer shall not, and shall not permit the Company to, make any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company of excluding any refund or credit attributable to any loss incurred in a taxable period beginning after the Closing Date and applied (when actually realizede.g., as a carryback) for to income in a taxable period ending on or prior to the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(aDate), plus any interest . Any such refunds or credits received or credited with respect thereto from utilized by Buyer or its Affiliates shall be promptly, and in any event within thirty (30) days of the relevant taxing authoritiesreceipt or utilization of such refund or credit, paid over to Seller. Buyer shall and Seller shall reasonably cooperate with respect cause its Affiliates to claiming take reasonable steps to secure any such refund or credit with respect to Taxes referred to in this Section 7.1(a)that would be available.

Liability for Taxes. (ai) Seller Sellers shall be liable for and pay, and shall indemnifypursuant to Article VIII (and subject to the limitations thereof), defend each Seller agrees to indemnify and hold harmless each Buyer Group Member from and against, any Taxes imposed on any of the Company, or for which the Company may otherwise be liable (i) Acquired Companies for any Pre-taxable year or period that ends on or before the Closing Taxable Periods Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; (ii) resulting from a breach of the representations and warranties set forth in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; or (iv) of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller Sellers shall not be liable for or pay pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (A) any Taxes (x) shown as a liability or reserve on the Closing Date Balance Sheet and included in the calculation of Final Closing Date Working Capital or Capital, (yB) any Taxes imposed on any of the Company Acquired Companies or for which any of the Company Acquired Companies may otherwise be liable as a result of any transaction other than in the ordinary course of business transactions occurring on the Closing Date and after the Closing that is are properly allocable for any Income Tax purposes to the portion of the Closing Date after the Closing. Buyer shall not, (C) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of U.S. state, local or non-U.S. law as a result of the purchase of the Shares or that result from Buyer, any Affiliate of Buyer, or any of the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company for Tax purposes, and shall not permit (D) notwithstanding anything to the Company tocontrary herein, make any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from a sale of any such action or electionof the Acquired Companies by Buyer (Taxes described in this proviso, hereinafter “Excluded Taxes”). Seller will Sellers shall be entitled to retain, or to receive prompt payment from Buyer or the Company of any refund of (or credit (when actually realizedfor) for Taxes allocable to any taxable year or period that ends on or before the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a)Date and, plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Upon the request of Sellers, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refund or credit with respect refunds to Taxes referred which Sellers are entitled pursuant to in this Section 7.1(a)the preceding sentence.

Liability for Taxes. (ai) Seller The Selling Parties shall be liable for and pay, and pursuant to Article VIII from and after the Closing Date shall indemnify, defend indemnify and hold the Buyer Group Members harmless Buyer from and againstagainst any and all Losses arising out of, any (A) all Taxes imposed on the CompanyCompany or its Subsidiaries, or Taxes for which the Company or any of its Subsidiaries may otherwise be liable (i) liable, for any Pre-taxable year or period that ends on or before the Closing Taxable Periods Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; , (iiB) resulting from a breach of the representations and warranties set forth in Section 3.11 any liability for Taxes (determined without regard including, but not limited to, pursuant to any materiality or Knowledge qualifiers or any scheduled itemsTreasury Regulations § 1.1502-6) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of for which the Company (or any predecessor of the Company) its Subsidiaries is or was a member on or prior to the Closing Date responsible (by reason of Treasury Regulation § 1.1502-6(arequirements of law or otherwise) as a result of having been a member, on or before the Closing Date, of any analogous affiliated, consolidated, combined or unitary or similar foreigngroup for United States federal, state or local law; Tax purposes, and (C) any real property transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement. Buyer shall be liable for and pay, and pursuant to Article VIII from and after the Closing Date shall indemnify and hold the Selling Parties harmless from and against any and all Losses arising out of, (ivA) all Taxes imposed on the Company, or for which Taxes the Company may otherwise be liable, for any taxable year or period that ends after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending after the Closing Date, and (B) any other Person liability for Taxes for which the Company is or has been liable responsible as a transferee result of having been a member, after the Closing Date, of any affiliated, consolidated, combined or successorunitary or similar group for United States state, federal or local Tax purposes. For purposes of this Section 7.1(a)(i), whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes of the Company for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by contract assuming that the Straddle Period consisted of two taxable years or otherwiseperiods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date; provided, however, that Seller exemptions, allowances, deductions or Taxes that are calculated on an annual basis, such as the deduction for depreciation, shall not be liable for apportioned between such two taxable years or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (y) imposed periods on the Company or for which the Company may otherwise be liable as a result of any transaction other than in the ordinary course of business occurring on the Closing Date and after the Closing that is properly allocable for any Income Tax purposes to the portion of the Closing Date after the Closing. Buyer shall not, and shall not permit the Company to, make any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to claiming any refund or credit with respect to Taxes referred to in this Section 7.1(a)daily basis.

Liability for Taxes. (a) Except to the extent treated as a liability (and therefore resulted in a reduction) in the calculation of the Final Purchase Price, Seller shall be liable for and payindemnify Buyer for all Taxes (including, and shall indemnify, defend and hold harmless Buyer from and againstwithout limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Company and Taxes resulting from the Company ceasing to be a member of the Seller Group), (i) imposed on the Seller Group (other than the Company, or for which the Company may otherwise be liable (i) for any Pre-Closing Taxable Periods andtaxable year, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; (ii) resulting from a breach of the representations and warranties set forth in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; or (iv) of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller shall not be liable for or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (y) imposed on the Company or for which the Company may otherwise be liable as a result of for any transaction other than in the ordinary course of business occurring taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing that is properly allocable for any Income Tax purposes to Date, the portion of such taxable year ending on and including the Closing Date after Date. Except to the Closing. Buyer extent treated as an asset in the calculation of the Purchase Price, Seller shall not, and shall not permit the Company to, make be entitled to any tax election after the Closing that would increase the Income Tax liability refund of Taxes of the Company for any tax period or portion thereof ending on or before the Closing Date or for which Seller was otherwise responsible. To the extent permitted by Law, Buyer shall waive any carrybacks for periods ending after the Closing Date to a Pre-Closing Taxable Tax Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate pay to Buyer the amount of any Tax benefit actually received attributable to any carryback to a Pre-Closing Tax Period, provided that Seller shall have no obligation to make any claims for refunds or amend any Tax Return with respect to claiming any such carrybacks unless Seller is otherwise filing an amended Tax Return or other claim for refund or credit with respect for the period of the carryback. Seller shall be deemed to have actually realized a Tax benefit to the extent that, and at such time as, the amount of Taxes referred payable by Seller is reduced below the amount of Taxes that Seller would be required to in this Section 7.1(a)pay but for the carryback, provided that Seller shall be treated as utilizing such carrybacks after utilizing all other available Tax attributes.

Liability for Taxes. (ai) Seller Except as shown as a liability or reserve on the Unaudited Balance Sheet, the Stockholders shall be liable for and payindemnify CMS Energy, the Surviving Corporation and shall indemnifytheir subsidiaries (collectively, defend and hold harmless Buyer from and against, any the "Tax Indemnitees") for all Taxes imposed on the Company, any Tax Indemnitee (or for which the Company a Tax Indemnitee may otherwise be liable (iliable) arising from the assets or activities of Waltxx xxx its Subsidiaries for any Pre-Closing Taxable Periods taxable year or period of Waltxx xx its Subsidiaries that ends on or before the Unaudited Balance Sheet Date and, with respect to any Straddle Periodtaxable year or period beginning before and ending after the Unaudited Balance Sheet Date, the portion of such Straddle Period taxable year ending on and including the Closing DateUnaudited Balance Sheet Date (each such taxable year, period or portion thereof referred to herein as "Pre-June 30, 1994 Taxable Period"). Notwithstanding the preceding sentence, in the case of an adjustment which increases an item of income or gain, or decreases an item of loss, deduction or credit, of Waltxx xx any of its Subsidiaries for any Pre-June 30, 1994 Taxable Period and which will (under the law in effect at the time of such adjustment) result in a corresponding decrease in an item of income or gain, or an increase in an item of loss, deduction or credit, of Waltxx, xxy of its Subsidiaries, or the Surviving Corporation for one or more taxable years or periods following the year or period to which the adjustment relates (a "Timing Adjustment"), the Shareholders shall not be required to pay to the Tax Indemnitees any increase in the tax liability of Waltxx xxx its Subsidiaries attributable to such Timing Adjustment, but shall be required to pay to the Tax Indemnitees the amount of any interest and penalties payable as a result of such Timing Adjustment, provided that if the representations set forth in Sections 3.8(a)(xx) through 3.8(a)(xxiii) are breached other than as a result of Timing Adjustments (including as a result of an adjustment (other than a Timing Adjustment) to the taxable income of Waltxx xx its Subsidiaries for a taxable year or period that ends on or before the Unaudited Balance Sheet Date which is used to reduce the net operating loss carryforwards of Waltxx xxx its Subsidiaries described in such Sections), the Stockholders shall pay to the Tax Indemnitees an amount equal to the sum of (y) 20% of the amount by which the net operating loss carryovers set forth in Schedule 3.8(b) or Schedule 3.8(c) from any taxable period exceed the amount of net operating loss carryovers as finally determined from such taxable period; provided, that the aggregate amount payable by the Stockholders pursuant to this clause (iiy) resulting from by reason of all such breaches shall not exceed $1,000,000, plus (z) the amount of any interest and penalties payable as a result of the reduction in such net operating loss carryover. Notwithstanding the preceding sentence, the Stockholders shall not be required to indemnify the Tax Indemnitees as a result of the breach of the representations and warranties set forth described in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled itemsSections 3.8(a)(xx) or covenants set forth in Section 5.7 or this Article 7; (iiithrough 3.8(a)(xxiii) unless the unavailability of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member carryovers described therein are challenged in the audit of the Tax Returns filed by CMS Energy and its Affiliates for their taxable years ending on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreignbefore December 31, state or local law; or (iv) of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller shall not be liable for or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (y) imposed on the Company or for which the Company may otherwise be liable as a result of any transaction other than in the ordinary course of business occurring on the Closing Date and after the Closing that is properly allocable for any Income Tax purposes to the portion of the Closing Date after the Closing. Buyer shall not, and shall not permit the Company to, make any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to claiming any refund or credit with respect to Taxes referred to in this Section 7.1(a)1999.

Liability for Taxes. (a) Seller shall be liable for and payfor, and shall indemnifytogether with Shareholder, defend jointly and severally, indemnify and hold Buyer harmless Buyer from from, (a) all Taxes (as defined below) and against, Security Interests related to any Taxes that are imposed on (either before or after the Company, Closing Date) or for which the Company may otherwise be liable (i) for any Pre-Closing Taxable Periods and, incurred with respect to the Purchased Assets for any Straddle Period, the portion of such Straddle Period period ending on and including or before the Closing Date; , (iib) resulting from any Taxes payable as a result of a breach by Seller or Shareholder of any of the representations and warranties set forth in Section 3.11 3.1(i) hereof, and (determined without regard c) any necessary and reasonable attorneys’ fees or other costs incurred by Buyer or its Affiliates in connection with any payment from Seller under this Section 2.12. Buyer and Seller agree to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of which provide assistance to one another and to cooperate fully with one another after the Company (or any predecessor of the Company) is or was a member Closing Date to account for all Taxes that may be imposed on or incurred with respect to the Purchased Assets during any period prior to the Closing Date by reason Date. Seller shall pay directly all excise, sales, transfer, documentary, filing, recordation and other similar Taxes, levies, fees and charges from any such taxing authority, if any (including all bulk sales taxes and real estate transfer taxes and conveyance and recording fees, if any), that may be imposed upon, or payable or collectible or incurred in connection with, this Agreement and the transactions contemplated hereby. All obligations under this Section 2.12 shall survive the Closing hereunder and continue until 30 days following the expiration of Treasury Regulation § 1.1502-6(a) the statute of limitations on assessment of the relevant Tax. As used herein, “Tax” or “Taxes” means all taxes, however denominated, including any analogous interest or similar foreignpenalties or additions thereto whether disputed or not, state including any obligation to indemnify or local law; otherwise assume or (iv) succeed to the tax Liability of any other Person for which the Company is that may become payable in respect thereof, imposed by any federal, state, local or has been liable as a transferee foreign government or successor, by contract any agency or otherwise; provided, however, that Seller shall not be liable for or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (y) imposed on the Company or for which the Company may otherwise be liable as a result political subdivision of any transaction other than in such government, which taxes shall include, without limiting the ordinary course of business occurring on the Closing Date and after the Closing that is properly allocable for any Income Tax purposes to the portion generality of the Closing Date foregoing, all income taxes (including, but not limited to, United States federal income taxes and state income Taxes), payroll and employee withholding taxes, unemployment insurance, social security, sales and use taxes, excise taxes, environmental taxes, franchise taxes, gross receipts taxes, occupation taxes, real and personal property taxes, stamp taxes, transfer taxes, withholding taxes, workers’ compensation taxes, escheat, value-added taxes, alternative or add-on minimum taxes and other obligations of the same or of a similar nature, whether discovered before, upon or after the Closing. Buyer shall not, and shall not permit the Company to, make any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to claiming any refund or credit with respect to Taxes referred to in this Section 7.1(a).

Liability for Taxes. (a) Seller The Sellers shall be jointly and severally liable for and payfor, and shall each indemnify, defend and hold harmless Buyer the Purchasers from any liability for (i) Taxes of any of Sellers (and against, any their respective Affiliates other than SHLX and its subsidiaries) and (ii) Taxes imposed on the Company, or for which the Company may otherwise be liable (i) for any Pre-Closing Taxable Periods and, incurred by or with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; (ii) resulting from a breach of the representations and warranties set forth in Section 3.11 (determined without regard Assets attributable to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member taxable period ending on or prior to the Closing Date or portion thereof to the extent occurring on or prior to the Closing Date. (b) The Purchasers shall be jointly and severally liable for any Taxes imposed on or incurred by reason or with respect to the Assets attributable to any taxable period beginning after the Closing Date or portion thereof to the extent occurring after the Closing Date. (c) Whenever it is necessary for purposes of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; or (iv) this Article VI to determine the amount of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller shall not be liable for or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (y) imposed on or incurred by or with respect to the Company Assets for a taxable period beginning before and ending after the Closing Date which is allocable to the period ending on or for which the Company may otherwise be liable as a result of any transaction other than in the ordinary course of business occurring on prior to the Closing Date and after the Closing that allocation is properly allocable not otherwise prescribed by Applicable Law or agreement in effect as of the date hereof, such amount shall be deemed to be the amount of such Tax for any Income the entire Tax purposes to period multiplied by a fraction, the portion numerator of which is the number of days in the Tax period ending on (and including) the Closing Date after and the Closingdenominator of which is the number of days in the entire Tax period. Buyer shall not, and shall not permit the Company to, make (d) If SHLX or any tax election after the Closing Purchaser receives a refund of any Taxes that would increase the Income Tax liability any of the Company Sellers is responsible for hereunder, or if any Pre-Closing Taxable Period Seller receives a refund of any Taxes that SHLX or any Purchaser is responsible for hereunder, the party receiving such refund shall, within ninety (or portion thereof)90) days after receipt of such refund, remit it to the party which has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from reasonable steps to claim any such action or electionrefund. Seller will be entitled (e) For federal income tax purposes, the parties agree to retain, or to receive prompt payment from Buyer or the Company of report any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate payments with respect to claiming any refund or credit with respect Section 6.1, ‎ Section 8.1 and ‎Section 8.2 as an adjustment to Taxes referred to in this Section 7.1(a).the Consideration. 25

Liability for Taxes. (ai) Seller Sellers shall be liable for and pay, and shall indemnifypursuant to Article XI (and subject to the limitations thereof), defend each Seller (severally and pro rata in accordance with their Percentage Interests) agrees to indemnify and hold harmless each Buyer Group Member from and against, any Losses and Expenses incurred by such Buyer Group Member in connection with or arising from Taxes imposed on either of the Company, or for which the Company may otherwise be liable (i) Acquired Companies for any Pre-Closing Taxable Periods and, with respect to any Straddle Tax Period, the portion of such Straddle Period ending on and including the Closing Date; (ii) resulting from a breach of the representations and warranties set forth in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; or (iv) of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller Sellers shall not be liable for or pay pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (A) any Taxes (x) shown as a liability or reserve on the Closing Date Balance Sheet and included in the calculation of Final Closing Date Working Capital or Capital, (yB) any Taxes imposed on either of the Company Acquired Companies or for which either of the Company Acquired Companies may otherwise be liable as a result of transactions engaged in by the Buyer or any transaction other than in Affiliate of the Buyer (including, after the Closing Date, the Acquired Companies) occurring on the Closing Date outside the ordinary course of business occurring on the Closing Date and after the Closing that is are properly allocable for any Income Tax purposes to the portion of the Closing Date after the Closing. Buyer shall not, and shall not permit (C) any Taxes that result from any actual or deemed election under Section 338 of the Company toCode or any similar provisions of U.S. state, make any tax election after local or non-U.S. law as a result of the Closing that would increase purchase of the Income Tax liability Shares or the deemed purchase of shares of the Company Subsidiary or that result from Buyer, any Affiliate of Buyer, or either 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 the Company or the Company Subsidiary for Tax purposes, (D) notwithstanding anything to the contrary herein, any PreTaxes resulting from a sale of (i) either of the Acquired Companies by Buyer or (ii) assets of the Acquired Companies, including pursuant to the Post-Closing Taxable Period (or portion thereof)Sale, and Buyer (E) subject to the provisions immediately below, Identified Taxes (Taxes described in this proviso, hereinafter “Excluded Taxes”). With respect to Identified Taxes only, Sellers shall be liable for and shall indemnify and hold harmless Seller from each Buyer Group Member under this Section 8.1(a)(i) to the extent that the amount of such Identified Taxes (for the avoidance of doubt, excluding any related Losses and against Expenses) exceeds One Million Dollars ($1,000,000.00) (the “Identified Tax Deductible”). Sellers shall be liable for and shall indemnify and hold harmless each Buyer Group Member under this Section 8.1(a)(i) for any liability and all Identified Taxes exceeding the Identified Tax Deductible, but not related Losses and Expenses (and, for Income the avoidance of doubt, such Identified Taxes resulting from shall not constitute Excluded Taxes). Other than any such action Tax refund (i) shown as an asset on the Closing Date Balance Sheet and included in Closing Date Working Capital (ii) attributable to Excluded Taxes, or election. Seller will (iii) attributable to Identified Taxes that are not indemnified by the Sellers up to the Identified Tax Deductible, Sellers shall be entitled to retainany refund of (or credit for) Taxes allocable to any Pre-Closing Tax Period, or to receive prompt payment from Buyer or the Company in either case net of any refund reasonable out-of-pocket costs incurred by Buyer in collecting such Tax refunds. Upon the reasonable request of the Stockholder Representative, Buyer shall file (or credit (when actually realizedcause to be filed) for the overpayment of Taxes all Tax Returns (including for this purpose amended Tax Returns) or other documents claiming any over-accrual in Final Closing Working Capital) for refunds to which Seller is responsible Sellers are entitled pursuant to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to claiming any refund or credit with respect to Taxes referred to in this Section 7.1(a)preceding sentence.

Liability for Taxes. (a) Seller shall be liable for Each Key Securityholder jointly and pay, and shall indemnify, defend severally agrees to indemnify and hold harmless Buyer pursuant to Article VIII each Parent Group Member from and against, against any and all Losses and Expense incurred by such Parent Group Member in connection with or arising from (A) all Taxes imposed on the CompanyCompany or the Subsidiary or for which either the Company or the Subsidiary may otherwise be liable, as a result of having been a member of a Company Group (including Taxes for which the Company or the Subsidiary may be liable pursuant to Treas. Reg. § 1.1502-6 or similar provisions of state, local or foreign law as a result of having been a member of a Company Group and any Taxes resulting from the Company or the Subsidiary ceasing to be a member of any Company Group), and (B) all Taxes imposed on the Company or the Subsidiary, or for which the Company or the Subsidiary may otherwise be liable (i) liable, for any Pre-taxable year or period that ends on or before the Closing Taxable Periods Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on up to and including the Closing Date; (ii) resulting from a breach of the representations and warranties set forth in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; or (iv) of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller shall not be liable for or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (y) imposed on the Company or for which the Company may otherwise be liable as a result of any extraordinary transaction other than in the ordinary course of business occurring on the Closing Date and after the Closing that at the direction of Parent shall be treated by the Company, the Securityholders and Parent for all federal income tax purposes as occurring at the beginning of the day following the Closing Date. Whenever it is properly allocable necessary to determine the liability for any Income Tax purposes to Taxes of the Company or the Subsidiary for a Straddle Period, the determination of the Taxes of the Company or the Subsidiary for the portion of the Straddle Period up to and including the Closing Date, and the portion of the Straddle Period beginning after, the Closing Date after shall be determined by assuming that the Closing. Buyer shall notStraddle Period consisted of two taxable years or periods, and shall not permit one which ended at the Company to, make any tax election after close of the Closing that would increase Date and the Income Tax liability other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Company for any Pre-Closing Taxable the Straddle Period (shall be allocated between such two taxable years or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of any refund the Closing Date, provided, however, that exemptions, allowances or credit (when actually realized) deductions that are calculated on an annual basis, such as the deduction for depreciation and personal property, real property and other similar Taxes, shall be apportioned between such two taxable years or periods on a daily basis. Notwithstanding the foregoing and for the overpayment avoidance of doubt, any Excluded Taxes (including for this purpose shall not be indemnified by any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to claiming any refund or credit with respect to Taxes referred to in this Section 7.1(a)Securityholder.

Liability for Taxes. (a) All Taxes for periods after the date of the Balance Sheet that should be reserved on the books of the Seller shall be liable for and paythe Seller's past practice have been so reserved, and shall indemnifyall estimated tax payments required to be made have been made. The Seller has withheld and paid over all Taxes required to have been withheld and paid over, defend and hold harmless Buyer from complied with all information reporting and againstbackup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any Taxes imposed on the Companyemployee, creditor, independent contractor, or other third party. Except as set forth in Seller's Disclosure Schedule, there have been no audits or examinations by any taxing authority relating to Taxes of the Seller during the past six years, no taxing authority has given notice that it will commence any such audit or examination and no taxing authority is asserting (either orally or in writing, formally or informally) or, to the knowledge of the Seller, threatening to assert any deficiency or claim relating to Taxes of the Seller, and no liens for which the Company may otherwise be liable (i) for any Pre-Closing Taxable Periods and, Taxes have been filed and are currently outstanding with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; (ii) resulting from a breach of the representations and warranties set forth assets or properties of the Seller. There is no agreement or waiver currently in Section 3.11 (determined without regard to any materiality effect extending the period for assessment or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) collection of any member of any Affiliated Group of which Taxes. The Seller is not, nor has it ever been, a party to a tax sharing, tax indemnity or tax allocation agreement, and the Company (or any predecessor of Seller has not assumed the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; or (iv) tax liability of any other Person for which the Company person under contract. The Seller is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller shall not be liable for or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (y) imposed on the Company or for which the Company may otherwise be liable as a result of any transaction other than in the ordinary course of business occurring on the Closing Date and after the Closing that is properly allocable for any Income Tax purposes to the portion of the Closing Date after the Closing. Buyer shall not, nor has it ever been, a member of an affiliated group filing a consolidated federal income tax Return. As used herein, "Return" or "Returns" shall mean all returns, declarations of ------ ------- estimated tax payments, reports, estimates, information returns and shall not permit the Company tostatements, make including any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (related or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate supporting information with respect to claiming any refund of the foregoing, filed or credit to be filed with respect to Taxes referred to the United States or any state, governmental authority or subdivision or agency thereof in this Section 7.1(a)connection with the determination, assessment, collection or administration of any Taxes.