Section 9.3(a). Section 9.3(a) of the Agreement is amended by adding the following sentences at the end of such section: In the event of a claim arising under Section 9.2(d), such explanation shall include, but not be limited to, a description of the increase in the federal tax rate on long term capital gains, a description of the amendment or revision of the Income Tax Code, or rules or interpretations thereunder causing such increase, and the amount of the increase in the Sellers’ capital gains taxes giving rise to the Claim. The Indemnified Party shall also provide a detailed calculation of such increase, shall describe any elections or other steps that the Indemnified Party has available or has taken to mitigate or avoid the effects of such increase and shall provide the Indemnifying Party such information, including, without limitation, copies of relevant federal income tax returns prepared by or on behalf of Indemnified Parties, as the Indemnifying Party shall reasonably request in support of such claim.
Section 9.3(a). Section 9.3(a) shall be amended and restated in its entirety as follows: “Section 9.3(a). Except as set forth in this Section 9.3, (i) if this Agreement is terminated before the Merger is consummated, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expenses, including, with respect to the Parent, all fees and expenses incurred with respect to the printing, filing and mailing of the Proxy Statement/Prospectus (including any related preliminary materials) and the Registration Statement and any amendments or supplements thereto provided that the Company shall reimburse Parent for 50% of any Hxxx Sxxxx Xxxxxx Act filing fees paid by the Parent; and (ii) if the Merger is consummated, all fees and expenses incurred by either the Parent or the Company in connection with this Agreement, the Transactions (but not, for the avoidance of doubt, any fees and expenses relating to any Disposition), the Pre-Closing Acquisition, the Pre-Closing Financing, the Equity Offering and Transaction Litigation shall be paid by the Parent at or promptly after the Effective Time; provided that, if Parent has paid any fees and expenses in connection with this Agreement, the Transactions (but not, for the avoidance of doubt, any fees and expenses relating to any Disposition), the Pre-Closing Acquisition, the Pre-Closing Financing, the Equity Offering and Transaction Litigation before the Closing Date, an amount of cash (regardless of whether in existence prior to, at or after the Effective Time) equal to the amount of such fees and expenses paid before the Closing Date shall be added to and included within the meaning of Parent Legacy Assets under the CVR Agreement for distribution to the Holders (as defined in the CVR Agreement) pursuant to the CVR as soon as reasonably practicable after the Closing Date.”
