Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. (a) From and after the Closing, Seller shall indemnify and hold harmless the Buyer Indemnified Parties from and against any Losses resulting from (i) Excluded Taxes, (ii) Taxes imposed on 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 Taxes arising with respect to the Reorganization), (iii) Taxes imposed on any member of an Affiliated Group of which any Acquired Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of Law), (iv) Taxes of any Person imposed on any Acquired Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Closing, (v) Taxes imposed on Buyer (or any direct or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code with respect to any transaction effected or investment made prior to the Closing relating to the Acquired Companies, and (vi) reasonable out-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect to any taxable year or period 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; provided, however, that Seller shall not be liable for or pay, and shall not indemnify Buyer from and against, any (A) any Assumed Taxes, (B) without duplication of (a), any Taxes to the extent taken into account as a liability for Taxes in clause (f) of the Final Closing Indebtedness or (C) any Taxes imposed on the Acquired Companies as a result of transactions outside the ordinary course of business occurring after the Closing on the Closing Date.

Liability for Taxes. (a) From and after the Closing, Seller the Sellers shall indemnify WRF, the Legend Companies and their respective Affiliates, and hold them harmless the Buyer Indemnified Parties from and against against, any Losses Loss to WRF, any Legend Company or any of their respective Affiliates incurred by reason of or resulting from any and all Taxes or other amounts imposed on any of the Legend Companies or attributable to the activities of any of the Legend Companies with respect or pursuant to (i) Excluded Taxesany taxable period of any of the Legend Companies ending on or prior to the Closing Date (a "Pre- Closing Period"), (ii) any taxable period of any of the Legend Companies beginning before the Closing Date and ending after the Closing (a "Straddle Period") but only with respect to the portion of such Straddle Period ending at the end of the day on the Closing Date and in the manner provided in Section 8.2(d) hereof (such portion, a "Pre-Closing Straddle Period"), (iii) a breach or inaccuracy in any representation contained in Section 3.12 of this Agreement or any covenant of the Sellers set forth in this Article VIII, (iv) any Taxes imposed on the Acquired Companies any member of any group with which any Legend Company files or has filed a Tax Return on an affiliated, consolidated, combined or unitary basis for any taxable year or Tax period that ends beginning 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 Taxes arising with respect to the Reorganization), (iii) Taxes imposed on any member of an Affiliated Group of which any Acquired Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of Law), (iv) Taxes of any Person imposed on any Acquired Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Closing, (v) Taxes imposed on Buyer (or other payments required to be made after the Closing Date by any direct or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code with respect Legend Company to any transaction effected Person under any Tax Sharing, indemnity or investment made prior to the Closing relating to the Acquired Companies, allocation agreement (whether written or oral) and (vi) reasonable out-of-pocket the actions or circumstances set forth on Schedules 3.15(g) and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect 3.15(h) to this Agreement; provided that such indemnification shall not apply or extend 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; provided, however, that Seller shall not be liable for or pay, and shall not indemnify Buyer from and against, any (A) any Assumed Taxes, (B) without duplication of (a), any Taxes to the extent taken into account which are properly reflected as a liability for Taxes in clause (f) of the Final Closing Indebtedness or (C) any Taxes imposed on the Acquired Companies as a result of transactions outside the ordinary course of business occurring after the Closing on the Closing DateNet Working Capital Certificate. Xxxxxx X. Xxxxxxx shall be jointly and severally liable for any such Taxes and each other Seller shall be severally liable for each such Taxes pro rata in proportion to such Seller's Purchase Price Percentage.

Liability for Taxes. (a) From After the Closing and after subject to the Closingother provisions of Article XIII and Section 14.01, Seller shall be liable for and pay, and shall indemnify and hold harmless the Buyer Indemnified Parties from and against against, and pay and reimburse Buyer Indemnified Parties for, all Losses that any Losses resulting from Buyer Indemnified Party at any time suffers or incurs, or to which any Buyer Indemnified Party otherwise becomes subject to, as a result of or in connection with, without duplication, (i) Excluded Taxesall Taxes imposed on any of the Acquired Companies pursuant to Treas. Reg. § 1.1502-6 or similar provision of state or local law solely as a result of an Acquired Company having been a member of a Consolidated Tax Group prior to the Closing Date (including, for the avoidance of doubt, any liability of the Acquired Companies for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (ii) any Taxes of any Person imposed on the Acquired Companies arising under the principles of transferee or successor liability or by a Contract the primary subject matter of which is Taxes, relating to an event or transaction occurring before the Closing Date, (iii) Taxes imposed on any of the Acquired Companies for any taxable year or period that ends on or before the Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Accounts Date (including, for the avoidance of doubt, any liability for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (iv) Taxes in excess of the Lockbox Tax Liability calculated with respect to the Acquired Companies for any Post-Accounts Date Taxable Period (or portion thereof) ending on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on and including the Closing Date earlier of (including Taxes arising with respect to x) the Reorganization), (iii) Taxes imposed on any member last day of an Affiliated Group of which any Acquired Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of Law), (iv) Taxes of any Person imposed on any Acquired Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Closing, (v) Taxes imposed on Buyer (or any direct or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code with respect to any transaction effected or investment made prior to the Closing relating to the Acquired Companies, such Straddle Period and (viy) reasonable out-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect to any taxable year or period that ends on or before the Closing Date, and with respect (v) Taxes resulting from the Seller Conversion Event (other than Taxes arising as a result of the inability to any Straddle Periodmake a Section 338(h)(10) Election as a result of a Seller Conversion Event, the portion of such Straddle Period ending on and including the Closing Datewhich shall be an Excluded Tax); provided, however, that Seller shall not be liable for or pay, and shall not indemnify Buyer Indemnified Parties from and against, any against (A) any Assumed Taxes, (B) without duplication of (a), any Taxes to the extent taken into account as a liability for Taxes in clause calculating Expense Overruns, (f) of the Final Closing Indebtedness or (CB) any Taxes imposed on the any Acquired Companies Company as a result of transactions outside (other than the ordinary course of business Seller Conversion Event) occurring after the Closing 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 the portion of the Closing Date after the Closing, (C) any Taxes to the extent shown as a liability on the PLICMI Statutory Statements prepared as of December 31, 2018, or the GAAP Financial Statements prepared as of December 31, 2018, and (D) any 338 Increased Tax Liability, as defined in Section 10.08 (Taxes described in this proviso, hereinafter “Excluded Taxes”). Buyer and Seller agree that, with respect to any transaction described in clause (B) of the preceding sentence, Buyer, the Acquired Companies, and all Persons related to the Acquired Companies under Section 267(b) of the Code immediately after the Closing shall treat such transactions for all federal income Tax purposes (in accordance with Treas. Reg. §1.1502- 76(b)(1)(ii)(B)) and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit or offset of Taxes claimed in lieu of cash Tax refunds) Taxes (net of any cost, expenses or Taxes in connection with such refund) allocable to any taxable year or period that ends on or before the Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Accounts Date. If any amount paid pursuant to the preceding sentence shall subsequently be challenged successfully by any Tax Authority, Seller shall repay Buyer or an Acquired Company, as applicable, such amount, together with any interest imposed thereon and any reasonable out-of-pocket costs incurred by Buyer or the Acquired Company, as applicable, with respect to such challenge. Upon request by Seller in writing, Buyer shall, and shall cause its Affiliates to, take such steps as may be reasonably available to secure any such refund or credit, including through the filing of amended Tax Returns. Upon a request by Seller in writing, Buyer shall inform Seller shortly after the end of a relevant calendar year as to whether any such refund or credit is, or with the taking of action would be, available.

Liability for Taxes. (a) From Parent shall be responsible for, pay or cause to be paid, indemnify the Buyers and each of their subsidiaries and Affiliates (including the QNX Entities after the ClosingClosing Date) (each a “Buyer Tax Indemnitee”), Seller shall indemnify and hold each Buyer Tax Indemnitee harmless the Buyer Indemnified Parties from and against against, any Losses resulting from and all Taxes (i) Excluded Taxesof, or imposed on, the QNX Entities in respect of any Pre-Closing Period; (ii) Taxes imposed on the Acquired Companies upon QSSI 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 or includes the Closing Date (including Taxes arising with respect to the Reorganization), (iii) Taxes imposed on any member of an Affiliated Group of which any Acquired Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (of the United States Treasury Regulations or any similar provision of Law)state or local law; (iii) of another person imposed on any of the QNX Entities under any Tax sharing or Tax allocation agreement in respect of - 63 - any Pre-Closing Period, (iv) Taxes of any Person imposed on any Acquired Company as a transferee or successor, by Contract or assessed against Buyer 1 pursuant to subsection 116(5) of the Tax Act (together with any Lawinterest and penalties related thereto), which Taxes relate in respect of the acquisition by Buyer 1 of the QSSC Shares and the Wavemaker Shares pursuant to an event this Agreement, or transaction occurring prior to the Closing, (v) Taxes imposed on Buyer (attributable to any breach by Parent or any direct of its Affiliates of any covenant contained in this Agreement, in each case to the extent any such Taxes are due or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code with respect payable to any transaction effected or investment made prior to Tax Authority by the Closing relating to the Acquired CompaniesBuyer Tax Indemnitees under Applicable Law (collectively, and (vi) reasonable out-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect to any taxable year or period 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“Parent Taxes”); provided, however, that Seller notwithstanding the foregoing, Parent shall not be liable for or payresponsible for, and Parent Taxes shall not indemnify Buyer from and against, any (A) any Assumed Taxes, (B) without duplication of (a)include, any Taxes to the extent taken into account that such Taxes are specifically included as a liability for Taxes in clause Current Liability on the Closing Date Balance Sheet or the Closing Date Working Capital Statement (for the applicable worksheets thereto) of the Final Closing Indebtedness (“WC Taxes”) or result from (Cx) any Taxes imposed on breach by the Acquired Companies as a result Buyers or any of transactions their Affiliates of any covenant contained in this Agreement; (y) any actions taken by any QNX Entity outside the ordinary course of business occurring on the Closing Date after the Closing Time; or (z) any Pre-Acquisition Reorganization (collectively, such Taxes referred to in clauses (x), (y) and (z), and any WC Taxes, “Buyer Taxes”, in each case whether or not such Buyer Taxes would have been Parent Taxes but for the proviso contained in this Section 6.2(a)). For the avoidance of doubt, Taxes which Parent shall be responsible for pursuant to this Section 6.2(a) shall include all Taxes for any Pre-Closing Period of or attributable to any QNX Entity in respect of income reported on or required to be shown in any Combined Tax Return that Parent is responsible for filing pursuant to Section 6.3(a) of this Agreement, other than any Buyer Taxes. Any indemnity payment required to be made by Parent pursuant to this Section 6.2(a) (other than any indemnity payment for Taxes shown on a Specified Section 6.3(b) Return, which shall be dealt with in Section 6.3(b)) shall be made within thirty (30) days of written notice from the Closing DateBuyers, which notice shall not be delivered to Parent prior to a final determination with respect to the issue to which such indemnity relates.

Liability for Taxes. (a) From Parent shall be responsible for, pay or cause to be paid, indemnify the Buyers and each of their subsidiaries and Affiliates (including the QNX Entities after the ClosingClosing Date) (each a “Buyer Tax Indemnitee”), Seller shall indemnify and hold each Buyer Tax Indemnitee harmless the Buyer Indemnified Parties from and against against, any Losses resulting from and all Taxes (i) Excluded Taxesof, or imposed on, the QNX Entities in respect of any Pre-Closing Period; (ii) Taxes imposed on the Acquired Companies upon QSSI 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 or includes the Closing Date (including Taxes arising with respect to the Reorganization), (iii) Taxes imposed on any member of an Affiliated Group of which any Acquired Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (of the United States Treasury Regulations or any similar provision of Law)state or local law; (iii) of another person imposed on any of the QNX Entities under any Tax sharing or Tax allocation agreement in respect of any Pre-Closing Period, (iv) Taxes of any Person imposed on any Acquired Company as a transferee or successor, by Contract or assessed against Buyer 1 pursuant to subsection 116(5) of the Tax Act (together with any Lawinterest and penalties related thereto), which Taxes relate in respect of the acquisition by Buyer 1 of the QSSC Shares and the Wavemaker Shares pursuant to an event this Agreement, or transaction occurring prior to the Closing, (v) Taxes imposed on Buyer (attributable to any breach by Parent or any direct of its Affiliates of any covenant contained in this Agreement, in each case to the extent any such Taxes are due or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code with respect payable to any transaction effected or investment made prior to Tax Authority by the Closing relating to the Acquired CompaniesBuyer Tax Indemnitees under Applicable Law (collectively, and (vi) reasonable out-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect to any taxable year or period 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“Parent Taxes”); provided, however, that Seller notwithstanding the foregoing, Parent shall not be liable for or payresponsible for, and Parent Taxes shall not indemnify Buyer from and against, any (A) any Assumed Taxes, (B) without duplication of (a)include, any Taxes to the extent taken into account that such Taxes are specifically included as a liability for Taxes in clause Current Liability on the Closing Date Balance Sheet or the Closing Date Working Capital Statement (for the applicable worksheets thereto) of the Final Closing Indebtedness (“WC Taxes”) or result from (Cx) any Taxes imposed on breach by the Acquired Companies as a result Buyers or any of transactions their Affiliates of any covenant contained in this Agreement; (y) any actions taken by any QNX Entity outside the ordinary course of business occurring on the Closing Date after the Closing Time; or (z) any Pre-Acquisition Reorganization (collectively, such Taxes referred to in clauses (x), (y) and (z), and any WC Taxes, “Buyer Taxes”, in each case whether or not such Buyer Taxes would have been Parent Taxes but for the proviso contained in this Section 6.2(a)). For the avoidance of doubt, Taxes which Parent shall be responsible for pursuant to this Section 6.2(a) shall include all Taxes for any Pre-Closing Period of or attributable to any QNX Entity in respect of income reported on or required to be shown in any Combined Tax Return that Parent is responsible for filing pursuant to Section 6.3(a) of this Agreement, other than any Buyer Taxes. Any indemnity payment required to be made by Parent pursuant to this Section 6.2(a) (other than any indemnity payment for Taxes shown on a Specified Section 6.3(b) Return, which shall be dealt with in Section 6.3(b)) shall be made within thirty (30) days of written notice from the Closing DateBuyers, which notice shall not be delivered to Parent prior to a final determination with respect to the issue to which such indemnity relates.

Liability for Taxes. (a) From After the Closing and after subject to the Closingother provisions of Article XIII and Section 14.01, Seller shall be liable for and pay, and shall indemnify and hold harmless the Buyer Indemnified Parties from and against against, and pay and reimburse Buyer Indemnified Parties for, all Losses that any Losses resulting from Buyer Indemnified Party at any time suffers or incurs, or to which any Buyer Indemnified Party otherwise becomes subject to, as a result of or in connection with, without duplication, (i) Excluded Taxesall Taxes imposed on any of the Acquired Companies pursuant to Treas. Reg. § 1.1502-6 or similar provision of state or local law solely as a result of an Acquired Company having been a member of a Consolidated Tax Group prior to the Closing Date (including, for the avoidance of doubt, any liability of the Acquired Companies for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (ii) any Taxes of any Person imposed on the Acquired Companies arising under the principles of transferee or successor liability or by a Contract the primary subject matter of which is Taxes, relating to an event or transaction occurring before the Closing Date, (iii) Taxes imposed on any of the Acquired Companies for any taxable year or period that ends on or before the Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Accounts Date (including, for the 87 avoidance of doubt, any liability for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (iv) Taxes in excess of the Lockbox Tax Liability calculated with respect to the Acquired Companies for any Post-Accounts Date Taxable Period (or portion thereof) ending on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on and including the Closing Date earlier of (including Taxes arising with respect to x) the Reorganization), (iii) Taxes imposed on any member last day of an Affiliated Group of which any Acquired Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of Law), (iv) Taxes of any Person imposed on any Acquired Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Closing, (v) Taxes imposed on Buyer (or any direct or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code with respect to any transaction effected or investment made prior to the Closing relating to the Acquired Companies, such Straddle Period and (viy) reasonable out-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect to any taxable year or period that ends on or before the Closing Date, and with respect (v) Taxes resulting from the Seller Conversion Event (other than Taxes arising as a result of the inability to any Straddle Periodmake a Section 338(h)(10) Election as a result of a Seller Conversion Event, the portion of such Straddle Period ending on and including the Closing Datewhich shall be an Excluded Tax); provided, however, that Seller shall not be liable for or pay, and shall not indemnify Buyer Indemnified Parties from and against, any against (A) any Assumed Taxes, (B) without duplication of (a), any Taxes to the extent taken into account as a liability for Taxes in clause calculating Expense Overruns, (f) of the Final Closing Indebtedness or (CB) any Taxes imposed on the any Acquired Companies Company as a result of transactions outside (other than the ordinary course of business Seller Conversion Event) occurring after the Closing 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 the portion of the Closing Date after the Closing, (C) any Taxes to the extent shown as a liability on the PLICMI Statutory Statements prepared as of December 31, 2018, or the GAAP Financial Statements prepared as of December 31, 2018, and (D) any 338 Increased Tax Liability, as defined in Section 10.08 (Taxes described in this proviso, hereinafter “Excluded Taxes”). Buyer and Seller agree that, with respect to any transaction described in clause (B) of the preceding sentence, Buyer, the Acquired Companies, and all Persons related to the Acquired Companies under Section 267(b) of the Code immediately after the Closing shall treat such transactions for all federal income Tax purposes (in accordance with Treas. Reg. §1.1502-76(b)(1)(ii)(B)) and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit or offset of Taxes claimed in lieu of cash Tax refunds) Taxes (net of any cost, expenses or Taxes in connection with such refund) allocable to any taxable year or period that ends on or before the Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Accounts Date. If any amount paid pursuant to the preceding sentence shall subsequently be challenged successfully by any Tax Authority, Seller shall repay Buyer or an Acquired Company, as applicable, such amount, together with any interest imposed thereon and any reasonable out-of-pocket costs incurred by Buyer or the Acquired Company, as applicable, with respect to such challenge. Upon request by Seller in writing, Buyer shall, and shall cause its Affiliates to, take such steps as may be reasonably available to secure any such refund or credit, including through the filing of amended Tax Returns. Upon a request by Seller in writing, Buyer shall inform Seller shortly after the end of a relevant calendar year as to whether any such refund or credit is, or with the taking of action would be, available.

Liability for Taxes. (ai) From Seller shall be liable for and after pay, and pursuant to Article X (and subject to the Closingapplicable limitations thereof), Seller shall agrees to indemnify and hold harmless the each Buyer Indemnified Parties Group Member from and against (A) all Taxes for any Losses resulting from taxable year that ends on or before the Closing Date (ior the portion of any Straddle Period ending on and including the Closing Date) Excluded Taxes, (ii) Taxes and imposed on any of the Acquired Companies pursuant to Treasury Regulation Section 1.1502-6 or similar provision of state or local law solely as a result of any such Acquired Company having been a member of a Consolidated Tax Group or any Tax sharing agreement, and (B) any income Tax imposed on any of the Acquired Companies for any taxable year or period that ends on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date (including all income Taxes arising with respect required to be shown on the Reorganization), (iii) Taxes imposed Acquired Companies’ Tax Return for its short taxable year ending on any member of an Affiliated Group of which any Acquired Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to determined in accordance with Treasury Regulations Regulation Section 1.1502-6 (76(b) or any similar comparable provision of state or local Law), (iv) Taxes of any Person imposed on any Acquired Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Closing, (v) Taxes imposed on Buyer (or any direct or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code with respect to any transaction effected or investment made prior to the Closing relating to the Acquired Companies, and (vi) reasonable out-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect to any taxable year or period 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) all Taxes imposed on any of the Acquired Companies as a result of, arising from or related to any Non-Business Divestitures (regardless of whether such Taxes imposed on the Non-Business Divestitures are attributable or allocable to taxable years ending prior to, on, or after the Closing Date); (D) all income Tax on deferred intercompany income or gain of the Acquired Companies as a result of, arising from or related to the Non-Business Divestitures that occurred after October 31, 2006, to the extent that the Acquired Companies would have been subject to income Tax on such deferred intercompany income or gain in a Tax period ending on or prior to the Closing Date if Regulation Section 1.1502-13 (or similar provisions of state or local Law) did not apply; and (E) all withholding Taxes required to be withheld or collected under Chapter 3 of the Code on or prior to the Closing Date; provided, however, that Seller shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, any (A1) any Assumed Taxes, (B) without duplication Taxes shown as a liability or reserve on the Closing Date Balance Sheet and included in Closing Date Net Working Capital or that are included in the calculation of (a), any Taxes Pre-Closing Tax Obligations to the extent taken into account such amounts were deducted in determining the Purchase Price pursuant to Article II; (2) any Taxes (other than as a liability for Taxes described in clause (f) of the Final Closing Indebtedness or (C) any Taxes above) imposed on any of the Acquired Companies or for which any of the Acquired Companies may otherwise be liable as a result of transactions outside occurring on the ordinary course Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treasury regulation Section 1.1502-76(b)(1)(ii)(B)) to the portion of business occurring the Closing Date after the Closing, (3) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of U.S. state, local or foreign law as a result of the purchase of the Shares or that result from Buyer, any Affiliate of Buyer, or any of the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company for Tax purposes, and (4) notwithstanding anything to the contrary herein, any Taxes resulting from a sale of any of the Acquired Companies (or any assets thereof) by Buyer (Taxes described in this proviso, the “Excluded Taxes”). Buyer and Seller agree that, with respect to any transaction described in clause (2) of the preceding sentence, each Acquired Company and all Persons related to any such Acquired Company under Section 267(b) of the Code immediately after the Closing on shall treat the transaction for all federal income Tax purposes (in accordance with Treasury regulation Section 1.1502‑76(b)(1)(ii)(B)) and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Upon the request of Seller, Buyer shall file (or cause to be filed), Tax Returns (including amended Tax Returns) or other documents claiming any refunds to which Seller is entitled pursuant to the preceding sentence, and Buyer shall, and shall cause its Affiliates, to otherwise take such steps as may be reasonably available to secure any such refund or credit; provided that Buyer shall not be required to take, or to cause any Acquired Company, to take a position on any Tax Return or amended Tax Return to secure any refund or credit for Seller if Buyer’s accountants have advised Buyer that taking such a position would likely subject Buyer or the Acquired Companies to Tax penalties; provided, further, that Buyer shall not be required to pay over to Seller any such refund or the amount of any such credit up to the amount of any Tax asset (excluding any deferred Tax asset established to reflect timing differences between book and Tax income) set forth on the face of the Closing Date Balance Sheet and included in Closing Date Net Working Capital. Seller shall reimburse Buyer for the costs of preparing and filing any Tax Returns filed solely for the purpose of securing any refund or credit required to be paid over to Seller (subject to the right of Buyer to retain such refund pursuant to the immediately preceding sentence of this Section 7.1(a)(i)).

Liability for Taxes. (a) From and after the Closing, Seller The Pre-Merger Stockholders shall indemnify and hold harmless the Buyer Indemnified Parties from and against any Losses resulting from be liable for (i) Excluded all Taxes (including, specifically, for this purpose, Taxes that are due with respect to Tax Returns that are required to be filed by the BHC Companies for taxable periods ending on or before the Effective Time) of the BHC Companies with respect to any and all periods, or portions thereof, ending on or before the Effective Time (“Pre-Effective Time Period”) and for all claims, losses, liabilities, obligations, Damages, impositions, assessments, interest, penalties, demands, judgments, settlements, costs and expenses with respect to such Taxes, (ii) all Taxes imposed on 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 Taxes arising with respect to the Reorganization), (iii) Taxes imposed on any member of an Affiliated Group affiliated, consolidated, combined or unitary group of which BHC or any Acquired Company of the BHC Subsidiaries (or any predecessor thereofof any of the foregoing) is or was a member on or prior to the Closing DateEffective Time, including pursuant to Treasury Regulations Section Treas. Reg. section 1.1502-6 (or any analogous or similar provision of Law)state, local, or foreign Law or regulation and (iviii) any and all Taxes of any Person (other than BHC and the BHC Subsidiaries) imposed on any Acquired Company of the BHC Companies as a transferee or successor, by Contract or pursuant to any Law, rule or regulation which Taxes relate to an event or transaction occurring prior to before the Closing, (v) Effective Time. BHC shall be liable for Taxes imposed on Buyer (or any direct or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code BHC Companies with respect to any transaction effected and all periods, or investment made portions thereof, beginning after the Effective Time (“Post-Effective Time Period”) and for any and all claims, losses, liabilities, obligations, Damages, impositions, assessments, interest, penalties, demands, judgments, settlements, costs and expenses with respect to such Taxes. Any and all transactions or events contemplated by this Agreement that occur at or prior to the Closing relating Effective Time shall be deemed to have occurred in the Acquired Companies, and (vi) reasonable outPre-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect to any taxable year or period that ends on or before the Closing Date, and with respect to any Straddle Effective Time Period, the portion of such Straddle Period ending on and including the Closing Date; provided, however, that Seller shall not be liable for or pay, and shall not indemnify Buyer from and against, any (A) any Assumed Taxes, (B) without duplication of (a), any Taxes to the extent taken into account as a liability for Taxes in clause (f) of the Final Closing Indebtedness or (C) any Taxes imposed on the Acquired Companies as a result of transactions outside the ordinary course of business occurring after the Closing on the Closing Date.

Liability for Taxes. (a) From Seller shall be liable for and after the Closingpay, Seller and shall indemnify and hold harmless the Buyer Indemnified Parties from and against any Losses resulting from against, (i) Excluded TaxesTaxes imposed on the Acquired Companies as a result of the Acquired Companies having been a member of Seller’s Group prior to the Closing Date (including, for the avoidance of doubt, any liability under Treasury Regulation Section 1.1502-6 and similar provisions of state, local or non-U.S. Law, and liability as a successor or transferee), (ii) income and premium Taxes imposed on the Acquired Companies for any taxable year or period that ends on or before the Closing DatePre- Accounts Date Taxable Periods and, and with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date (including Taxes arising with respect to the Reorganization)Accounts Date, (iii) Taxes in excess of the Deemed Tax Liability imposed on the Acquired Companies or for which the Acquired Companies may otherwise be liable for any member of an Affiliated Group of which any Acquired Company Post-Accounts Date Taxable Period (or any predecessor portion thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of Law), (iv) Taxes of any Person imposed on any Acquired Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Closing, (v) Taxes imposed on Buyer (or any direct or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code with respect to any transaction effected or investment made prior to the Closing relating to the Acquired Companies, and (vi) reasonable out-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect to any taxable year or period that ends ending on or before the Closing Date, and and, with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on the earlier of the end of such period and including the Closing Date, (iv) Taxes that arise from or are attributable to any breach of any covenant under Article X and any inaccuracy in or breach of representation or warranty made in Section 5.23(d), (e), (f), (g) or (k), (v) any Tax imposed on the Acquired Companies under Treasury Regulations Section 1.367(b)-3 or otherwise as a result of the dissolution, liquidation, termination or winding up of the Hartford International Asset Management Company Limited occurring after the Closing Date as described in Section 8.27(a), (vi) any Tax imposed on the Acquired Companies to the extent relating to the dissolution, liquidation, termination or winding up of the HVIT Funds Platform pursuant to the provisions of Section 8.26, and (vii) any Tax imposed on the Acquired Companies to the extent relating to actions required in connection with the closure of HLIC’s Canadian branch; provided, however, that Seller shall not be liable for or pay, and shall not indemnify Buyer from and against, any (A) any Assumed TaxesTaxes that result from any actual or deemed election under Sections 336(e) or 338 of the Code or any similar provisions of state, local or foreign Law as a result of the purchase of the Shares or the deemed purchase of the Capital Stock of any other Acquired Company or that result from Buyer, any Affiliate of Buyer or (after the Closing Date) 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 Acquired Companies for foreign, federal, state, local or other Tax purposes in each case, other than the Section 338(h)(10) Elections, (B) without duplication of any Taxes for which Buyer is liable under Section 10.01(b) and (a), C) any Taxes to the extent taken into account as a liability Liability or reserve for Taxes in clause (f) preparing the GAAP Financial Statements as of the Final Closing Indebtedness or Accounts Date that do not constitute a Deemed Tax Liability (Taxes described in clauses (A) and (C) of this proviso, “Excluded Taxes”). Seller shall be entitled to any refund of (or credit for) Taxes imposed allocable to any Pre-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on the Acquired Companies day before the Accounts Date except in respect of any refund shown as a result current asset on the GAAP Financial Statements as of transactions outside the ordinary course Accounts Date or in respect of business occurring any carry back from a taxable period beginning after the Closing on Date to a Pre-Accounts Date Taxable Period. Any such refunds received by Buyer or its Affiliates shall be promptly, and in any event within thirty (30) days of the Closing Datereceipt of such refund, paid over to Seller (less out-of-pocket expenses incurred in connection with obtaining such refund and less any Taxes incurred in connection with the receipt of such refund). To the extent it is within its reasonable control, Buyer shall and shall cause its Affiliates to take reasonable steps to secure any such refund or credit that would be available.

Liability for Taxes. (ai) From Seller shall be liable for and after pay, and pursuant to Article X (and subject to the Closing, Seller limitations thereof) shall indemnify and hold harmless the each Buyer Indemnified Parties from and Group Member against any Losses resulting from and all Taxes (iA) Excluded Taxesimposed on any of the Companies pursuant to Treas. Reg. ss. 1.1502-6 or similar provision of state or local law solely as a result of the Companies having been members of the Seller's Affiliated Group, (iiB) Taxes imposed on any of the Acquired Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that ends on or before the Closing DateCut-Off Date and, and with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date Cut-Off Date, (including C) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising with respect to from transactions outside the Reorganization)ordinary course of business after the Cut-Off Date but before the Closing, (iiiE) any Income Taxes imposed on any member as a result of an the Companies ceasing to be members of Seller's Affiliated Group of which any Acquired Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1.1502-6 (or any similar provision of Law), (iv) Taxes of any Person imposed on any Acquired Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Closing, (v) Taxes imposed on Buyer (or any direct or indirect owner of Buyer) under Sections 951(a), 951A or 965 1052 of the Code with respect to any transaction effected or investment made prior to the Closing relating to the Acquired CompaniesCode, and (viF) reasonable out-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect Taxes imposed by reason of the transfer of assets pursuant to any taxable year or period that ends on or before Section 6.10 (the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date"Section 6.10 Taxes"); provided, however, that 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, any (AI) any Assumed Taxes, (B) without duplication of (a), any Taxes to the extent taken into account shown as a liability for Taxes in clause on the Cut-Off Date Working Capital Statement, and (f) of the Final Closing Indebtedness or (CII) any Taxes imposed on (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Acquired Companies Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions outside contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the ordinary course Companies for federal, state, local or other Tax purposes (Taxes described in this proviso, hereinafter "Excluded Taxes"). Seller shall be entitled to any refund of business occurring after (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund to the Closing extent shown as an asset on the Closing DateCut-Off Date Working Capital Statement.

Liability for Taxes. (ai) From and after the Closing, Seller shall indemnify Buyer and hold harmless its Affiliates, including the Buyer Indemnified Parties Transferred Entities other than BCL for all Losses that arise from and against any Losses resulting from or relate or are attributable to (i) Excluded Taxes, (iiA) Taxes of, imposed on 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 Taxes arising with respect to the Reorganization)Transferred Entities (for the avoidance of doubt, including BCL) and the Transferred Assets which have arisen or may arise wholly in respect or in consequence of any Event occurring or deemed to occur on or before Closing (iiiincluding, without prejudice to the foregoing, the execution or performance of the Agreement) Taxes imposed on any member of an Affiliated Group of which any Acquired Company (or any predecessor thereof) is income, profits or was a member gains earned, accrued or received in any taxable period ending on or prior to the Closing Date and the portion through the end of the Closing Date of any taxable period that includes (but does not end on) the Closing Date (a “Pre-Closing Period”), to the extent such Taxes (i) are not reflected on or reserved for in the calculation of Final Net Book Value, and (ii) do not arise, and are not increased, as a result of a voluntary transaction, action or omission carried out or effected by Buyer or a Transferred Entity, or any member of Buyer’s Group, at any time after Closing, other than any such transaction, action or omission carried out or effected (u) with respect to the filing of any Tax Return for any Tax period that begins on or after and ends after the Closing Date, including (v) with the consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed, (w) where such transaction, action or omission is required by applicable Law, (x) under a legally binding commitment of a Transferred Entity created on or before Closing or (y) pursuant to any obligation in any of the Transaction Documents or (z) in the ordinary course of business of a Transferred Entity, as carried on at Closing, (B) Transfer Taxes for which Seller is liable pursuant to this Section 5.5(a), (C) Taxes imposed on Seller or any member (other than a Transferred Entity) of a consolidated, affiliated, combined, unitary or similar group with which Seller or any of its Affiliates files a consolidated, affiliated, combined, unitary or similar Tax Return for any tax period, (D) Taxes imposed on or payable by any Transferred Entity under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law)) by reason of such Transferred Entity being included in any consolidated, (iv) Taxes of affiliated, combined, unitary or similar group at any Person imposed on any Acquired Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Closing, (v) Taxes imposed on Buyer (or any direct or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code with respect to any transaction effected or investment made prior to the Closing relating to the Acquired Companies, and (vi) reasonable out-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect to any taxable year or period that ends 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; provided, however, that Seller shall not be liable for or pay, and shall not indemnify Buyer from and against, any (AE) any Assumed Taxes, (B) without duplication of (a), any Taxes to the extent taken into account as a liability for Taxes in clause (f) of the Final Closing Indebtedness or (C) any Taxes imposed on the Acquired Companies as a result of transactions outside or attributable to any Section 338(h)(10) Election, (F) any breach of a representation made in Section 3.8 or (G) Taxes suffered by any Transferred Entity arising in consequence of the ordinary course failure by another company (not being any of business occurring after the Transferred Entities or any member of the Buyer’s Group) to discharge taxation within a specified time or otherwise, and for which the relevant Transferred Entity is liable as a result of having at any time prior to or at Closing on been a member of the same group as that company for the purposes of any Taxes or as a result of having at any time prior to or at Closing Datecontrolled or been controlled by another Person (not being any of the Transferred Entities or any member of the Buyer’s Group) (construing “control” in accordance with Sections 707 and 708 of the Corporation Taxes Act 2010).

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

Liability for Taxes. (a) From Seller shall be liable for and after the Closingpay, Seller and shall indemnify and hold harmless the Buyer Indemnified Parties from and against any Losses resulting from against, (i) Excluded TaxesTaxes imposed on the Acquired Companies as a result of the Acquired Companies having been a member of Seller’s Group prior to the Closing Date (including, for the avoidance of doubt, any liability under Treasury Regulation Section 1.1502-6 and similar provisions of state, local or non-U.S. Law, and liability as a successor or transferee), (ii) income and premium Taxes imposed on the Acquired Companies for any taxable year or period that ends on or before the Closing DatePre-Accounts Date Taxable Periods and, and with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date (including Taxes arising with respect to the Reorganization)Accounts Date, (iii) Taxes in excess of the Deemed Tax Liability imposed on the Acquired Companies or for which the Acquired Companies may otherwise be liable for any member of an Affiliated Group of which any Acquired Company Post-Accounts Date Taxable Period (or any predecessor portion thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of Law), (iv) Taxes of any Person imposed on any Acquired Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Closing, (v) Taxes imposed on Buyer (or any direct or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code with respect to any transaction effected or investment made prior to the Closing relating to the Acquired Companies, and (vi) reasonable out-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect to any taxable year or period that ends ending on or before the Closing Date, and and, with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on the earlier of the end of such period and including the Closing Date, (iv) Taxes that arise from or are attributable to any breach of any covenant under Article X and any inaccuracy in or breach of representation or warranty made in Section 5.23(d), (e), (f), (g) or (k), (v) any Tax imposed on the Acquired Companies under Treasury Regulations Section 1.367(b)-3 or otherwise as a result of the dissolution, liquidation, termination or winding up of the Hartford International Asset Management Company Limited occurring after the Closing Date as described in Section 8.27(a), (vi) any Tax imposed on the Acquired Companies to the extent relating to the dissolution, liquidation, termination or winding up of the HVIT Funds Platform pursuant to the provisions of Section 8.26, and (vii) any Tax imposed on the Acquired Companies to the extent relating to actions required in connection with the closure of HLIC’s Canadian branch; provided, however, that Seller shall not be liable for or pay, and shall not indemnify Buyer from and against, any (A) any Assumed TaxesTaxes that result from any actual or deemed election under Sections 336(e) or 338 of the Code or any similar provisions of state, local or foreign Law as a result of the purchase of the Shares or the deemed purchase of the Capital Stock of any other Acquired Company or that result from Buyer, any Affiliate of Buyer or (after the Closing Date) 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 Acquired Companies for foreign, federal, state, local or other Tax purposes in each case, other than the Section 338(h)(10) Elections, (B) without duplication of any Taxes for which Buyer is liable under Section 10.01(b) and (a), C) any Taxes to the extent taken into account as a liability Liability or reserve for Taxes in clause (f) preparing the GAAP Financial Statements as of the Final Closing Indebtedness or Accounts Date that do not constitute a Deemed Tax Liability (Taxes described in clauses (A) and (C) of this proviso, “Excluded Taxes”). Seller shall be entitled to any refund of (or credit for) Taxes imposed allocable to any Pre-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on the Acquired Companies day before the Accounts Date except in respect of any refund shown as a result current asset on the GAAP Financial Statements as of transactions outside the ordinary course Accounts Date or in respect of business occurring any carry back from a taxable period beginning after the Closing on Date to a Pre-Accounts Date Taxable Period. Any such refunds received by Buyer or its Affiliates shall be promptly, and in any event within thirty (30) days of the Closing Datereceipt of such refund, paid over to Seller (less out-of-pocket expenses incurred in connection with obtaining such refund and less any Taxes incurred in connection with the receipt of such refund). To the extent it is within its reasonable control, Buyer shall and shall cause its Affiliates to take reasonable steps to secure any such refund or credit that would be available.