Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. (a) Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.

Tax Indemnification. (a) Seller hereby indemnifies Buyer and its AffiliatesNotwithstanding any other provisions of this Agreement, including the Purchased Subsidiaries, against and agrees Sellers agree to hold the Buyer Indemnified Parties harmless and indemnify each of them harmless from and against the liability for Taxes of or attributable to the Selling Companies or the Acquired Assets (including the Subsidiaries) or the liability of the Selling Companies or the Acquired Assets (including the Subsidiaries) for Taxes of others (for example, by reason of transferee liability or application of Treas. Reg. Section 1.1502-6), including but not limited to the Sellers and any affiliate of any of the Sellers or any losses including damages, judgments, fines, costs, penalties, amounts paid in settlement and reasonable out-of-pocket costs and expenses payable with respect to Taxes claimed or assessed against the Selling Companies or the Acquired Assets (including the Subsidiaries) (i) attributable to the Pre-Closing Period or allocated to the Pre-Closing Period in Section 6.2(b) (except to the extent of the aggregate amount of Taxes provided for on the Closing Balance Sheet), (ii) resulting from the satisfaction or cancellation of intercompany accounts pursuant to Section 4.15 hereof whether by the Buyers, the Sellers or the Subsidiaries, or (iii) resulting from a breach of any of the representations or warranties contained in Section 6.1 hereof relating to a Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, Period (ii) liability with a credit for the payment aggregate amount of any Tax as a result of any Purchased Subsidiary being or having been before Taxes provided for on the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expensesBalance Sheet), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller under no circumstances shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Buyer Indemnified Parties be entitled to assert a claim against the Sellers with respect to Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a payable with respect to Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim Periods (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident except to the imposition, assessment or assertion extent of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, Taxes payable with respect to any event for which an indemnification payment is made under Post-Closing Periods that arise out of Sellers' failure to comply with Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount4.15).

Tax Indemnification. (a) From and after the Closing, each of the Sellers, Other Seller hereby indemnifies Buyer Parties and Trust Beneficiaries, severally and not jointly, based on its respective Pro Rata Share, shall indemnify, defend and hold the Buyer, its Affiliates, including and after the Purchased SubsidiariesClosing, against the Acquired Companies, harmless against, and agrees to hold each of them harmless from any reimburse the Buyer for, the following: (i) any Taxes in respect of any Acquired Company for taxable periods ending on or before the Closing Date or allocable to the portion of the Straddle Period (as defined below) ending on the Closing Date (determined pursuant to Section 6.9(b)) (the “Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased AssetsTaxes”), (ii) liability any Taxes imposed on any Acquired Company under Treasury Regulation Section 1.1502-6(a) (or under any similar provision of law) for the payment taxable years of any Tax as a result of any Purchased Subsidiary being Acquired Company ending on or having been before the Closing a member of a Seller GroupDate, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses)Damages resulting from, arising out of or incident relating to a breach or misrepresentation with respect to any representation or warranty contained in Section 3.8, (iv) all liabilities and expenses reasonably incurred by the Buyer or any Acquired Company in connection with a Tax Liability, including without limitation fees for legal counsel and accountants and (v) any Taxes as a result of an excess loss account or deferred intercompany transaction. Notwithstanding the foregoing, no indemnification will be provided with respect to any amount to the imposition, assessment extent reflected as an accrued liability or assertion reserved against in the computation of the Final Purchase Price. (b) In the case of any Income Tax described in clauses taxable period that includes but does not end on the Closing Date (a “Straddle Period”), the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be deemed to be (i) — in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in clause (i) above (such as Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment or property (real or personal, tangible or intangible)), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion amount of any such TaxTaxes shall be determined as if such taxable period ended as of the close of business on the Closing Date. (c) For the avoidance of doubt, in each case incurred or suffered by Buyer the Parties hereto agree that neither Party will make a ratable allocation election under Treasury Regulation Section 1.1502-76(b)(2)(ii) or any other similar provision of its Affiliates orlaw. In accordance with Treasury Regulation Section 1.1502-76 and any analogous provision of law, effective upon Closing, any Tax related to an extraordinary transaction that occurs on the Purchased SubsidiariesClosing Date after the Closing shall be allocated to the taxable period beginning after the Closing Date. (d) The Sellers and the Buyer shall treat any indemnity payments made pursuant to this Section 6.9 as adjustments to the Purchase Price for Tax purposes unless applicable Tax Law causes such payment not to be so treated. (e) The indemnity and payment obligations set forth in this Section 6.9 shall survive until the expiration of the applicable statute of limitations applicable under Tax Law plus sixty days; provided, however, that Seller the right to indemnification with respect to claims of which notice was given prior to the expiration of the applicable survival period (determined as aforesaid) shall, notwithstanding the foregoing, survive such expiration until such claim is finally resolved and any obligations with respect thereto are fully satisfied. The provisions set forth in Article VIII shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, operative effect with respect to any event for which an indemnification payment is made under matter described in this Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount6.9.

Tax Indemnification. (a) Seller GNC hereby indemnifies the Buyer and its AffiliatesIndemnitees against, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from, any and all Damages incurred by any Buyer Indemnitee in connection with or arising from any (i) PreTaxes imposed upon Nutra, or for which Nutra is otherwise determined to be liable (including any Taxes for which Nutra is liable pursuant to Treasury Regulation § 1.1502-Closing Tax that is an Income Tax 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 Nutra ceasing to be a member of any of the Purchased Subsidiaries or Company Group), with respect to any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, Period; (ii) liability for the payment Taxes of GNC, Parent, Seller or any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, their respective Affiliates (other than Nutra); (iii) liability for Taxes to the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), extent arising out of or incident to the impositionresulting from any breach by GNC, assessment Parent or assertion Seller of any Income Tax described covenant contained in this Article VII other than the covenants contained in clauses (i) — through (ii), including those incurred in the contest in good faith in appropriate proceedings relating ; (iv) Taxes to the imposition, assessment extent arising out of or assertion related to any breach of any representation or warranty contained in Section 4.15, except to the extent such Tax, in each case incurred or suffered by Buyer or any Taxes are otherwise indemnified pursuant to the foregoing clauses (i) through (iii); and (v) the portion of its Affiliates or, effective upon Closing, the Purchased SubsidiariesTransfer Taxes for which Seller is liable pursuant to Section 7.01(b); provided, however, that Seller for purposes of this Section 7.06(a), Taxes shall include the amount of Taxes that would have no liability been paid but for the payment application of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for credit or loss deduction attributable to any Taxes arising in a Post-Closing Tax Period from Period. Notwithstanding the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; providedforegoing, further, that Seller GNC shall have no liability Liability for the payment any Taxes that are imposed on any Buyer Indemnitee as a direct result of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made actions taken by such Buyer under Section 338(g) of the Code Indemnitee or any comparable provision of Applicable Law. No indemnification shall be provided under its Affiliates after the Initial Closing, other than actions expressly contemplated by or taken in accordance with the terms of this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after ClosingAgreement. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each In the case of them harmless from any Straddle Tax Period: (i) real, personal and intangible property Taxes and any Income Tax other Taxes levied on a per diem basis (“Per Diem Taxes”), of the Purchased Subsidiaries that is not a Nutra for any Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Tax Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Tax Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Tax Period; and (ii) liabilities, costs and expenses all other Taxes of Nutra (including reasonable expenses other than Per Diem Taxes) for any Pre-Closing Tax Period shall be computed based on the interim closing of investigation and attorneys’ fees and expenses) arising out the books as of or incident the close of business on the Initial Closing Date. All deductions attributable to any Unpaid Nutra Transaction Expenses shall be apportioned to the impositionPre-Closing Tax Period. Any exemptions, assessment deductions or assertion credits relating to a Straddle Tax Period that are calculated on an annual or other periodic basis shall be apportioned to the Pre-Closing Tax Period by determining the amount thereof for the entire Straddle Tax Period and then multiplying such amount by a fraction, the numerator of any Income which is the number of days during the Straddle Tax described in clause (i), including those incurred Period that are in the contest Pre-Closing Tax Period and the denominator of which is the total number of days in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Straddle Tax Claim as to which Seller provides notice to Buyer more than six years after ClosingPeriod. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment obligation to indemnify under Section 8.09 (the “Tax Indemnifying Party”7.06(a) shall be net of any Tax Savings realized by survive the party receiving such payment Initial Closing until sixty (the “Tax Indemnified Party”60) arising from the incurrence days after expiration of the event giving rise to such payment or payment applicable statute of any indemnification payment with respect theretolimitations (including extensions). For purposes hereofthe avoidance of doubt, “Tax Savings” means, none of the limitations contained in Section 9.04 shall apply with respect to any event for which an the indemnification payment is made under in this Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced 7.06 except as specifically set forth in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountSection 7.08.

Tax Indemnification. (a) Seller hereby indemnifies Buyer From and its Affiliatesafter the Closing, including the Purchased Subsidiaries, Sellers will indemnify the Purchaser Indemnified Parties against and agrees to hold each of them harmless from any all Covered Losses resulting from or arising out of (i) Taxes of the Indian Entity and Option One Advance Corporation or any affiliated group of which the Indian Entity and Option One Advance Corporation has ever been a member for the Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries Period or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, Straddle Period and (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax failure of the Seller representations and warranties contained in Section 2.08 to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein) or the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident failure to the imposition, assessment or assertion of perform any Income Tax described covenant contained in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating this Agreement with respect to the imposition, assessment or assertion of any such TaxTaxes, in each case incurred except to the extent that such Taxes are included as Balance Sheet Liabilities. Notwithstanding the foregoing, the Sellers will not indemnify and hold harmless any Purchaser Indemnified Party from any liability for Taxes attributable to any action taken outside the ordinary course of business on the Closing Date or suffered after the Closing by Buyer Purchaser, any of its Affiliates (including the Indian Entity and Option One Advance Corporation), or any transferee of Purchaser or any of its Affiliates or, effective upon (other than any such action expressly required by applicable Law or by this Agreement) or the manner in which Purchaser finances the transactions contemplated by this Agreement (a “Purchaser Tax Act”) or attributable to a breach by Purchaser of its obligations under this Agreement. (b) From and after the Closing, Purchaser will indemnify the Purchased Subsidiaries; Seller Indemnified Parties and hold them harmless from all Covered Losses resulting from or arising out of (i) Taxes of the Indian Entity and Option One Advance Corporation for any Post-Closing Tax Period or Post-Closing Straddle Period, (ii) Taxes to the extent that such Taxes are included as Balance Sheet Liabilities, and (iii) Taxes attributable to a Purchaser Tax Act or to a breach by Purchaser of its obligations under this Agreement. (c) Procedures Relating to Defense of Tax Claims. (i) If notice of a claim will be made by any Taxing Authority, which, if successful, might result in an indemnity payment to any Purchaser Indemnified Party pursuant to this Section 8.05, Purchaser will notify the Sellers in writing of such claim (a “Tax Claim”) within 10 days of receipt of such notice by the Purchaser Indemnified Party. If notice of a Tax Claim is not given to the Sellers within a sufficient period of time to allow the Sellers to effectively contest such Tax Claim, or in reasonable detail to apprise the Sellers of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Sellers will not be liable to any Purchaser Indemnified Party to the extent that the Sellers’ position is prejudiced as a result thereof. (ii) With respect to any Tax Claim relating solely to Taxes of the Indian Entity and Option One Advance Corporation for a Pre-Closing Tax Period or a Pre-Closing Straddle Period, the Sellers will control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may either pay the Tax claimed and s▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner, provided, however, that Seller the Sellers shall have no liability for the payment of not settle or otherwise compromise any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in Claim that could affect a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan without Purchaser’s prior written consent, which consent will not be unreasonably withheld, conditioned or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable delayed. With respect to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as relating to which Buyer provides notice to Seller more than six years after ClosingTaxes of the Indian Entity and Option One Advance Corporation for a Straddle Period, Purchaser may participate in, at its expense, and control that portion of any Tax Claim that affects only a Post-Closing Straddle Period or a Post-Closing Tax Period. (biii) Buyer hereby indemnifies Seller and its Affiliates against and agrees In no case will any Purchaser Indemnified Party settle or otherwise compromise any Tax Claim with respect to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (Period or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of Pre-Closing Straddle Period without the indemnified loss Sellers’ prior written consent, which consent will not be unreasonably withheld, conditioned or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountdelayed.

Tax Indemnification. (a) After the Closing, the Seller hereby indemnifies Buyer Indemnitors shall be jointly and its Affiliatesseverally liable for and pay, including and the Purchased SubsidiariesSeller Indemnitors shall jointly and severally indemnify and hold harmless each Purchaser Group Member from and against, against any and agrees to hold each of them harmless from any all Indemnifiable Losses due to: (i) Preall Taxes imposed on or with respect to a Seller, or for which a Seller may otherwise be liable, attributable to any and all taxable years or periods (other than (A) Non-Closing Tax that is an Income Tax of any of Taxes imposed on or with respect to the Business, the Purchased Subsidiaries Assets or a Purchased Subsidiary and (B) any Income Taxes attributable to transactions or other activities of Purchaser or its Affiliates entered into or occurring after the Closing on the Closing Date that are not expressly contemplated by this Agreement, to the extent such transactions or activities are not entered into or do not occur in the ordinary course of business); (ii) Income Taxes imposed on or with respect to the Business, the Purchased Assets or any Purchased Subsidiary attributable to any Pre-Closing Tax that is an Period (other than any Income Tax Taxes attributable to transactions or other activities of Purchaser or its Affiliates entered into or occurring after the Closing on the Closing Date that are not expressly contemplated by this Agreement, to the extent such transactions or activities are not entered into or do not occur in the ordinary course of business); and (iii) Taxes imposed on or with respect to a Seller or a Purchased AssetsSubsidiary, (ii) liability or for the payment of any Tax which a Seller or a Purchased Subsidiary may otherwise be liable, as a result of having been a member of any Company Group (including Taxes for which a Seller or a Purchased Subsidiary is or may be liable pursuant to Section 1.1502-6 of the Treasury regulations or similar provisions of state or local Law as a result of having been a member of any Company Group, and any Taxes resulting from a Seller or a Purchased Subsidiary ceasing to be a member of any Company Group, as the case may be), it being understood and agreed, for the avoidance of doubt, that the Seller Indemnitors shall be jointly and severally liable for and pay, and shall jointly and severally indemnify and hold harmless each Purchaser Group Member from and against, any and all Indemnifiable Losses due to, any Income Taxes incurred by a Seller or Purchased Subsidiary attributable to the Pre-Closing Tax Period as a result of or relating to the transactions contemplated by this Agreement (including the sale of the Purchased Assets pursuant to this Agreement). (b) After the Closing, Purchaser and EED shall be jointly and severally liable for and pay, and Purchaser and EED shall jointly and severally indemnify and hold harmless each Seller Group Member from and against any and all Indemnifiable Losses due to: (i) all Taxes imposed on or with respect to the Business, any Purchased Asset or any Purchased Subsidiary being attributable to any Post-Closing Tax Period; (ii) any Non-Income Taxes imposed on or having been before with respect to the Closing a member of a Seller GroupBusiness, any Purchased Asset or any Purchased Subsidiary attributable to all taxable years and periods; and (iii) liability for any Income Taxes attributable to transactions or other activities of Purchaser or its Affiliates entered into or occurring after the payment of any Tax arising directly from Closing on the Carve Out Plan other than a Transfer TaxClosing Date that are not expressly contemplated by this Agreement, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment extent such transactions or assertion of any Income Tax described in clauses (i) — (ii), including those incurred activities are not entered into or do not occur in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion ordinary course of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiariesbusiness; provided, however, that Seller Purchaser and EED shall have no liability not be liable for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiariesor pay, and shall have no liability not indemnify or hold harmless any Seller Group Member from and against any and all Indemnifiable Losses due to, Taxes for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided which Sellers are liable under this Agreement (including under Article IX by reason of Section 8.09(a) 3.8 or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after ClosingSection 7.7(a)). (bc) Buyer hereby indemnifies Seller Purchaser (on behalf of itself and its Affiliates against and agrees to hold each of them harmless from EED) or Dynegy (i) any Income Tax on behalf of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (iSeller Group Members), including those incurred in as the contest in good faith in appropriate proceedings relating to case may be, as the impositionIndemnified Party, assessment shall promptly notify Dynegy (on behalf of the Seller Group Members) or assertion Purchaser (on behalf of any such Income Taxitself and EED) as the Indemnifying Party, in each case incurred or suffered writing upon receipt by Seller the Indemnified Party or any of its Affiliates; , of notice of any pending or threatened federal, state, local or foreign Tax Audits that may give rise to an indemnification claim pursuant to this Section 7.7 (a "Tax Controversy") and thereafter shall promptly forward to the Indemnifying Party copies of notices and communications with the relevant Governmental Authority relating to such Tax Controversy, provided, however, that a failure to comply with this provision shall not affect the Indemnified Party's right to indemnification hereunder except to the extent such failure materially impairs the Indemnifying Party's ability to contest any such Tax liabilities. Except as provided in this Section 7.7(c), the Indemnifying Party may elect to control, and may elect to have sole discretion in handling, settling or contesting any Audit inquiry, information request, Audit proceeding, suit, contest or any other action with respect to a Tax Controversy for which it would be required to indemnify the other party, provided the Indemnifying Party first acknowledges in writing that no indemnification it has liability for Taxes that might arise in such proceeding. Notwithstanding the foregoing, the Indemnifying Party shall not settle any Tax proceeding with respect to a Tax Controversy on a basis that would materially adversely affect the Indemnified Party or its Affiliates without obtaining the Indemnified Party's written consent, which consent shall not be provided unreasonably withheld or delayed. Any out-of-pocket expenses incurred by the Indemnified Party in handling, settling or contesting a Tax Controversy that the Indemnifying Party has elected to control under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”7.7(c) shall be net of borne by the Indemnified Party, to the extent incurred during any period the Indemnifying Party is, in fact, actively contesting such Tax Controversy. Dynegy, on the one hand, and Purchaser, on the other hand, shall jointly control, and shall each have the right to participate at its own expense in all activities and strategic decisions with respect to, any Tax Savings realized by proceedings for which each party would be required to indemnify the other party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to one or more Tax issues. Either Sellers or Dynegy, or both, may assume sole control of any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Partyproceeding for any Straddle Period if it or they acknowledge(s) is actually reduced in writing that it or they has or have sole liability for any Tax period as a result of the indemnified loss or the amount of a Tax refund Taxes that is generated as a result of might arise in such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountproceeding.

Tax Indemnification. (a) Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) To the extent that any of the following Damages exceed $1,000,000 plus the amount of any unused Indemnity Credit (the "Tax Basket"), Seller shall indemnify, defend and hold harmless the Acquiror Group from and against any and all Damages asserted against, resulting to, imposed on or suffered by the Acquiror Group, or any member of the Acquiror Group, directly or indirectly, by reason of or resulting from (A) except as provided in subparagraph (iii)(C) below, any and all Taxes other than U.K. Taxes imposed upon any of the Company or the Affiliated Entities (x) with respect to any taxable period ending on or before the Closing Date (such Taxes (excluding Acquiror Taxes and UK Taxes) are hereinafter referred to as "Pre-Closing Taxes" and such periods as "Pre-Closing Periods") and (y) with respect to any taxable period beginning before the Closing Date and ending after the Closing Date (such Taxes are hereinafter referred to as "Straddle Taxes" and such periods as "Straddle Periods") but only with respect to the portion of such Straddle Period ending on the close of the Closing Date and in the manner provided in Section 8.9(e)(iv) hereof; (B) the breach of any representation made pursuant to Section 6.20 hereof; and (C) any and all Taxes imposed upon the Company or any Affiliated Entity pursuant to Treasury Regulation 1.1502-6 or comparable provision under state or local law. For purposes of the foregoing, if a Tax imposed upon an Affiliated Entity for a Pre-Closing Period or for the pre-closing portion of any Straddle Period results in a Tax Benefit for another Affiliated Entity for a Pre-Closing Period or for the pre-closing portion of any Straddle Period, any obligation of Seller to indemnify the Acquiror Group pursuant to this Section 8.9 shall be reduced by the amount of such Tax Benefit to the extent that such Tax Benefit is an Income Tax Actually Realized. (ii) Without limiting the generality of Section 8.9(e)(i) above, Seller shall indemnify, defend, and hold harmless the Acquiror Group from and against any and all Damages asserted against, resulting to, imposed on, suffered by the Acquiror Group, or any one of them, directly or indirectly, by reason of or resulting from (A) the failure of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer Company or any of its Affiliates orthe Affiliated Entities referred to in Section 6.20(a) hereof to be S corporations or the termination of the status of the Company or any of the Affiliated Entities referred to in Section 6.20(a) hereof as S corporations, effective upon Closing(B) except for Acquiror Taxes, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment imposition of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including on the Purchased Subsidiaries, and shall have no liability Company for any taxable period in which the Company's election of subchapter S status was in effect (including, but not limited to, those taxes described in Section 1375 of the Code), or (C) the imposition of any Taxes arising in a Post-Closing Tax Period from on the reduction Company or any of tax attributes the Affiliated Entities as a result of the Carve Out Plan Election other than Acquiror Taxes. (iii) Acquiror shall indemnify, defend and hold harmless the Seller Group from and against any and all Damages, asserted against, resulting to, imposed on or suffered by the Cash Repatriation Plan; providedSeller Group, furtheror any one of them, that Seller shall have no liability for the payment directly or indirectly, by reason of any loss attributable to or resulting from any action and all Taxes imposed upon the Company or prohibited action described any of the Affiliated Entities with respect to (A) any taxable period beginning after the Closing Date (such Taxes are hereinafter referred to as "Post-Closing Taxes" and such periods as "Post-Closing Peri- ods"), (B) any Straddle Taxes for any Straddle Period, but only with respect to the portion of such Straddle Period beginning the day after the Closing Date and in the manner provided for in Section 8.07 hereof8.9(e)(iv) and (C) federal, including an election made or deemed made state and local income Taxes incurred by Buyer the Company under Section 338(g1374(a) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise and attributable to assets held by the Company for any Tax Claim the first taxable year for which an S election was in effect for the Company and which are held by the Company at the Closing (as defined below) as to which Buyer provides notice to Seller more than six years after Closing"Acquiror Taxes"). (biv) Buyer hereby indemnifies Seller For purposes of determining the amount of Taxes for or which relate to a Straddle Period, the Closing Date shall be treated as the last day of a tax- able period, and its Affiliates against and agrees to hold each the portion of them harmless from (i) any Income such Tax of the Purchased Subsidiaries that is not allocable to the taxable period that is so deemed to end on and include the Closing Date: (A) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale, transfer, assignment or distribution of property (real or personal, tangible or intangible), shall be deemed equal to the amount which would be payable if the period for which such Tax is assessed ended on and included the Closing Date, determined, to the extent permissi- ble under applicable laws, in a Pre-manner which is consistent with Seller's accounting practices and business operations as in effect prior to the Closing Tax Date, and (iiB) liabilities, costs and expenses (including reasonable expenses in the cases of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax Taxes other than Taxes described in clause (i)A) hereof, including those incurred in the contest in good faith in appropriate proceedings relating shall be computed on a per diem basis determined, to the impositionextent permissible under applicable laws, assessment in a manner which is consistent with Seller's accounting practices and business operations as in effect prior to the Closing Date. (v) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or assertion other claim (a "Tax Claim") shall be deliv- ered, sent, commenced, or initiated to or against the Company or any of the Affiliated Entities by any taxing authority with respect to Taxes for which one party to this Agreement is entitled to indemnification from another party, the Company or Affiliated Entity shall promptly notify Seller in writing of the Tax Claim. If a Tax Claim with respect to Taxes for which one party to this Agreement is entitled to indemnification from another party shall be delivered, sent, commenced or initiated to or against Seller by any taxing authority, Seller shall promptly notify Acquiror in writing of such Tax Claim. (vi) Seller may, upon timely notice to Acquiror, assume and control the defense of a Tax Claim involving only Pre-Closing Taxes at Seller's own cost and expense and with Seller's own counsel and Acquiror and its Affiliates agree to cooperate with Seller in pursuing such contest. If Seller elects to assume the defense of any such Income TaxTax Claim, in each case incurred or suffered by notwithstanding anything to the contrary contained herein, (A) Seller or shall consult with Acquiror and shall not enter into any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, settlement with respect to any event such Tax Claim without Acquiror's prior written consent if the effect of such settlement would be to increase the liability for Taxes of the Company or any of the Affiliated Entities for any Post-Closing Period, which consent shall not unreasonably be withheld; (B) Seller shall keep Acquiror in- formed of all material developments and events relating to such Tax Claim; and (C) at its own cost and expense, Acquiror shall have the right to participate in (but not to control) the defense of such Tax Claim. (vii) In connection with the contest of any Tax Claim that re- lates to (A) any Post-Closing Period, (B) any Straddle Period, (C) any Acquiror Taxes and (D) any Tax Claim that Seller has the ability to control but does not timely elect to control pursuant to Section 8.9(e)(vi), such contest shall be controlled by Acquiror, and Seller agrees to cooperate with Acquiror and its Affiliates in pursuing such contest. In connection with any such contest that relates to (B), (C) or (D) above, Acquiror shall keep Seller informed of all material developments and events relating to such Tax Claim and Seller, at Seller's own cost and expense, shall have the right to participate in (but not control) the defense of such Tax claim. Acquiror shall not enter into any settlement with respect to any such Tax Claim without Seller's prior written consent if the effect of such settlement would be to increase the liability for Taxes of the Company or any of the Affiliated Entities for which Seller would be liable or responsible pursuant to any provision of this Section 8.9, which consent shall not unreasonably be withheld. Nothing contained herein shall be construed as limiting Acquiror's right to indemnification under this Section 8.9. (viii) In the event that (A) after the Closing Date, there is an indemnification payment is made under increase in the earnings and profits for the 1996 taxable year of any Affiliated Entity which was a "controlled foreign corporation" within the meaning of Section 8.09, an amount by which the net Tax liability 957 of the Tax Indemnified Party Code on or prior to the Closing Date, (or B) such increase in earnings and profits is allocated to Seller, (C) such allocation results in a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result portion of the indemnified loss or the amount of a Tax refund that is generated payments received by Seller pursuant to this Agreement being recharacterized as a result of such indemnified lossordinary income (as opposed to capital gain), and (D) such increase in earnings and profits results from a change made by Acquiror in the accounting practices or business operations of the Affiliated Entity before January 1, 1997, or any related interest received other extraordinary transaction outside the ordinary course of business before January 1, 1997, or from any purchase of preferred shares in the applicable Taxing Authority. If the Tax Indemnified Party receives Acquiror Group or any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Partysale of UK Securities, then Acquiror shall reimburse Seller for the incremental tax costs to Seller arising from such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountrecharacterization.

Tax Indemnification. (a) Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of Seller shall be liable for, and shall indemnify, defend, and hold the Purchased Subsidiaries Purchaser Parties harmless against all Taxes imposed on the Company or any Pre-Closing Tax that is an Income Tax attributable with respect to the Purchased AssetsAcquired Business for all taxable periods (or portions thereof) ending on or prior to the Closing Date, except to the extent such Taxes are Permitted Liabilities. (ii) liability Purchaser and the Company shall be liable for, and shall indemnify, defend, and hold the Seller Parties harmless against all Taxes imposed on the Company or with respect to the Acquired Business for all taxable periods (or portions thereof) ending after to the Closing Date and for any Taxes that are Permitted Liabilities. (iii) For purposes of Section 6.1(a) and this Section 6.1(c), the portion of any Taxes that are payable with respect to a taxable period beginning on or prior to the Closing Date and ending after the Closing Date (a “Straddle Period”) that shall be allocated to Seller is: (A) in the case of Taxes that are either (1) based upon or related to income or receipts or (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement, deemed equal to the amount which would be payable if the taxable year ended on the Closing Date; and (B) in the case of Taxes imposed on a periodic basis with respect to the assets or otherwise measured by the level of any item, shall be the product of (1) the amount of such Taxes for the payment entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), and (2) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this Section 6.1(c)(iii) taking into account the type of the Tax to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long term debt) or intangibles, any amount thereof required to be allocated under this Section 6.1(c)(iii) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Company. (iv) Seller shall be entitled to any credit or refund of Taxes of the Company for any taxable period (or portion thereof) ending on or prior to the Closing Date, net of any Taxes borne by Purchaser or the Company as a result of any Purchased Subsidiary being its receipt of such credit or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, refund. (v) liability for For the payment avoidance of any Tax doubt, the rules and procedures of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident Article V above shall apply to the impositionindemnification covenants set forth in this Section 6.1. Membership Interest Purchase Agreement Page 36 of 71 ▇▇▇▇▇ ▇▇▇▇▇▇▇, assessment or assertion of any Income Tax described in clauses (i) — (ii)Singular Payments, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased SubsidiariesLLC, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; providedPayment Data Systems, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.Inc.

Tax Indemnification. (a) Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them it harmless from any (ix) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and Company, UrbanNet Parent or any Subsidiary to the Retained Subsidiaries extent in excess of amounts reserved or provided therefor on the Financial Statements, (y) Tax to the Buyer resulting from a failure of Section 355 of the Code to apply to the transaction effected in the Second Closing to the extent such failure is attributable to any breach of the Section 355 Covenants, and (viz) liabilities, costs, expenses (including including, without limitation, reasonable expenses of investigation and attorneys’ ' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Income Tax described amount in clauses (ix) — and (iiy), including those incurred in the contest in good faith in of appropriate proceedings relating to for the imposition, assessment or assertion of any such Taxamount, in each case related to the Tax Indemnification Period and in each case incurred or suffered by Buyer, any of its Affiliates, UrbanNet Parent, the Company or any Subsidiary (the sum of (x), (y) and (z) being referred to herein as a "Tax Loss"), such Tax Loss to be reduced in each case by the value of any actual or reasonably anticipated reduction in Tax liability to the receiving party or its Affiliates resulting from the indemnification payment or the facts giving rise to such payment. (b) Upon payment by Buyer, any of its Affiliates or the Company, UrbanNet Parent or any Subsidiary of any Tax Loss, Seller shall discharge its obligation to indemnify Buyer against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss reduced by the value of any actual or reasonably anticipated reduction in Tax liability to Buyer or its Affiliates resulting from the indemnification payment or the facts giving rise to such payment. (c) Any payment pursuant to this Section 8.08 shall be made not later than 30 days after receipt by Seller of written notice from Buyer stating that any Tax Loss has been paid by Buyer, any of its Affiliates, the UrbanNet Parent, the Company or any Subsidiary and the amount thereof and of the indemnity payment requested. Any payment required under this Section and not made when due shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid. (d) Buyer agrees to give prompt notice to Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder and of any Tax Loss, which Buyer deems to be within the ambit of this Section 8.08 (specifying with reasonable particularity the basis therefor) and will give Seller such information with respect thereto as Seller may reasonably request. Seller may, at its own expense, (i) participate in and, (ii) upon notice to Buyer, assume and control the defense of any such suit, action or proceeding; provided that (x) Seller's counsel is reasonably satisfactory to Buyer, (y) Seller shall thereafter consult with Buyer upon Buyer's reasonable request for such consultation from time to time with respect to such suit, action or proceeding and (z) Seller shall not, without Buyer's consent, which may not be unreasonably withheld, agree to any settlement with respect to any Tax if such settlement could reasonably adversely affect the past, present or future Tax liability of Buyer, any of its Affiliates or, upon the First Closing, UrbanNet Parent or any UrbanNet Subsidiary or, upon the Second Closing, the Company or any IT Subsidiary. If Seller assumes such defense, Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller. In respect of any Tax for which Seller is liable hereunder, Seller shall be liable for the fees and expenses of counsel employed by Buyer for any period during which Seller has not assumed the defense thereof. Whether or not Seller chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (e) Seller shall not be liable under this Section with respect to any Tax resulting from a claim or demand the defense of which it was not offered the opportunity to participate or assume as provided under Section 8.08(e) hereof to the extent Seller's liability under this Section is adversely affected as a result thereof. No investigation by Buyer or any of its Affiliates or, effective upon Closing, at or prior to the Purchased Subsidiaries; provided, however, that Closing Date shall relieve Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closinghereunder. (bf) Buyer Seller hereby indemnifies Seller and its Affiliates Buyer against and agrees to hold each of them it harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) Taxes, liabilities, costs and costs, expenses (including including, without limitation, reasonable expenses of investigation and attorneys’ ' fees and expenses) ), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i)Tax, including those incurred in the contest in good faith in of appropriate proceedings relating for the imposition, assessment or assertion of any Tax, that result from any failure by Seller to make a Section 197(f) Election required by Section 2.05(b). (g) Buyer shall not be liable to Seller or any Affiliate of Seller, for the payment of any Taxes, liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Tax imposed on Seller or any Affiliate of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) Seller, including those incurred in the contest in good faith of appropriate proceedings for the imposition, assessment or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount assertion of any indemnification payment made under this Section 8.09 by Tax, that result from the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.338(h)(10)

Tax Indemnification. (a) Seller hereby indemnifies Buyer Each of the Sellers shall jointly and its Affiliatesseverally indemnify, including defend and hold harmless the Purchased SubsidiariesPurchaser Indemnified Parties against, against and agrees shall reimburse the Purchaser Indemnified Parties for any and all Losses arising out of, based upon or relating or attributable to hold each of them harmless from any (without duplication): (i) all Taxes imposed on the Companies or any Subsidiaries relating or attributable to taxable periods ending on or before the Closing Date ("Pre-Closing Tax Period") and, with respect to any period that is an Income Tax begins on or before and that ends after the Closing Date (in each case, a "Straddle Period"), the portion of such Straddle Period deemed to end on and include the Closing Date (in the manner determined pursuant to Section 9.1(c)); (ii) any breach of or inaccuracy in any representation or warranty contained in Section 4.14 of this Agreement; and (iii) the failure by the Sellers or the Sellers' Representative to perform (or cause to have performed) any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed covenants made by Buyer under them or agreements entered into contained in this Article IX, Section 338(g6.1(m) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this and Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing6.1(p)(ii). (b) Buyer hereby indemnifies Seller The Purchaser shall each indemnify, defend and its Affiliates against hold harmless the Sellers against, and agrees shall reimburse the Sellers for their respective Percentage Interest of any and all Losses arising out of, based upon or relating or attributable to hold each of them harmless from (without duplication): (i) all Taxes imposed on the Companies or any Income Tax of Subsidiaries relating or attributable to taxable periods beginning after the Purchased Subsidiaries that is not a PreClosing Date ("Post-Closing Tax and Period") and, with respect to the Straddle Period, the portion of such Straddle Period deemed to begin after the Closing Date (in the manner determined pursuant to Section 9.1(c); (ii) liabilitiesthe failure by RCG and the Purchaser to perform (or cause to have performed) any of the covenants made by them or agreements entered into contained in this Article IX; and (iii) all additional Taxes imposed on each Shareholder, costs and expenses (including reasonable expenses Company or any Subsidiary in excess of investigation and attorneys’ fees and expensesthe amount of Taxes that would have been imposed if no elections under Section 338(h)(10) arising out of or incident the Code were made with respect to the imposition, assessment or assertion acquisition of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after ClosingCompanies. (c) The For purposes of this Section 9.1(c), in order to apportion appropriately any Taxes relating to a Straddle Period, the parties hereto shall, to the extent permitted under applicable Law, elect with the relevant Tax authority to treat for all Tax purposes the Closing Date as the last day of the taxable year or period of the Companies and Subsidiaries. In any case where applicable Law does not permit the Companies or any Subsidiaries to treat the Closing Date as the last day of the taxable year or period, the portion of any Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall be: (i) in the case of Taxes that are imposed on a periodic basis, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis (such as real property taxes), the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and (ii) in the case of Taxes not described in (i) such as Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any indemnification payment made under this Section 8.09 by sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal to the party making an indemnification payment under Section 8.09 amount that would be payable if the taxable year or period ended on the Closing Date. (d) The Sellers shall have no rights or claims against the “Tax Indemnifying Party”) shall be net of Companies or any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, Subsidiaries with respect to any event liabilities any Seller incurs pursuant to this Article IX, including, without limitation, any claim for indemnification or contribution. Notwithstanding this Section 9.1(d), RCG, Purchaser and Sellers shall take all actions within their control (including, but not limited to, cooperating with the Sellers as set forth in Section 9.5) to help reduce or alleviate any Taxes for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent parties may be liable pursuant to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountthis Article IX.

Tax Indemnification. (a) Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax The Parent shall indemnify the Purchaser, CVS and their affiliates and, after the Closing, each of the Southern Entities from and against (A) any Taxes and Damages resulting from, arising out of, relating to or caused by any liability or obligation of the Purchaser or any Southern Entity for Taxes of any person other than the Purchaser or the Southern Entities (w) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (x) as a transferee or successor, (y) by contract, or (z) otherwise, (B) any increase in foreign, federal, state or local Taxes attributable to the deemed sale of assets resulting from the Section 338(h)(10) Elections or as a consequence of Section 338 of the Purchased Subsidiaries Code as applied by any state, local or foreign jurisdiction, (C) any breach of any covenant in this Section 4.12, (D) any Taxes imposed on any Southern Entity for any Pre-Closing Tax that is an Income Period and (E) any breach of representation contained in Section 2.02(q)(xii). The Parent’s obligation to indemnify the Purchaser with respect to any Taxes resulting from a Tax attributable Matter shall be discharged to the Purchased Assets, (iiextent that the Parent’s defense of such Tax Matter has been materially prejudiced by the Purchaser’s failure to comply with Section 4.12(f) liability for of this Agreement. The Parent shall discharge its obligation to indemnify the payment of any Purchaser against such Pre-Closing Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident Period Taxes by paying to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating Purchaser an amount equal to the imposition, assessment or assertion amount of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased SubsidiariesTaxes; provided, however, that Seller if the Purchaser provides the Parent with written notice of Pre-Closing Tax Period Taxes at least 30 calendar days prior to the date on which the relevant Taxes are required to be paid by the Purchaser or the applicable Southern Entities, the Parent shall, if and to the extent that it is liable for such Taxes hereunder, discharge its obligation to indemnify the Purchaser against such Taxes by paying an amount equal to the amount of such Taxes to the relevant Taxing Authority. The Parent shall have no liability for provide the Purchaser evidence of such payment to the relevant Taxing Authority. Any payment required to be made under this paragraph shall be made not later than 30 calendar days after the receipt of written notice that any such Tax under clauses has been incurred. (iii)-(ivii) other than for The Purchaser shall indemnify the Parent from and against (A) any Taxes actually incurred by Buyer and its AffiliatesDamages imposed on the Purchaser, including the Purchased Subsidiaries, and shall have no liability Southern Entities or any affiliate of the Purchaser for any Post-Closing Tax Period, (B) any Taxes arising in a and Damages for any Post-Closing Tax Period imposed on (x) the Parent attributable to the Southern Entities or (y) the Southern Entities, (C) Taxes and Damages arising from a transaction not in the reduction ordinary course of tax attributes as a result business occurring on the Closing Date after the Purchaser’s purchase of the Carve Out Plan or Shares other than the Cash Repatriation Plan; providedSection 338(h)(10) Election, further, that Seller shall have no liability for the payment and (D) any breach of any loss attributable covenant in this Section 4.12. The Purchaser shall discharge its obligation to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of indemnify the Code or any comparable provision of Applicable Law. No indemnification shall be provided Parent against such Tax under this Section 8.09(a4.12(g)(ii) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident by paying to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, Parent an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent equal to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax; provided, however, that if the Parent provides the Purchaser with written notice of a Tax Savings received under this Section 4.12(g)(ii) at least 30 calendar days prior to the date on which the relevant Tax is required to be paid by the Tax Indemnified PartyParent, net of any expenses incurred by the Purchaser shall, if and to the extent that it is liable for such Taxes hereunder, discharge its obligation to indemnify the Parent against such Tax Indemnified Party in collecting by paying an amount equal to the amount of such amountTax to the relevant Taxing Authority. The Purchaser shall provide the Parent evidence of such payment to the relevant Taxing Authority. Any payment required to be made under this paragraph shall be made not later than 30 calendar days after the receipt of written notice that any such Tax has been incurred.

Tax Indemnification. Except to the extent included as a liability in determining the Closing Working Capital, the Company Securityholders shall be liable for and covenant to pay, and pursuant to Article VIII shall reimburse each Parent Indemnitee from the Escrow Account, the amount of any and all Losses incurred by such Parent Indemnitee (aexcept to the extent that Taxes which are being claimed as Losses were paid prior to the Closing Date) Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any as a result of: (i) Pre-Closing Tax that is an Income Tax of any all Taxes of the Purchased Subsidiaries or Company and each Subsidiary for any Pre-Closing Tax that is an Income Period (net of any Tax attributable to the Purchased Assets, refunds); (ii) liability all Taxes that the Company or any Subsidiary is liable for the payment (including under Treasury Regulation Section 1.1502-6 or any similar provision of any Tax state, local, or non-U.S. Laws) solely as a result of any Purchased Subsidiary being a member of (or having been leaving) an affiliated, consolidated, combined, or unitary Tax group on or before the Closing a member of a Seller Group, Date; (iii) liability for the payment all Taxes of any other Person that the Company or any of the Subsidiaries is liable for as a result of transferee liability, successor liability, or a contractual obligation, in each case, that is attributable to any Pre-Closing Tax arising directly from the Carve Out Plan other than a Transfer Tax, Period; (iv) liability for the payment all Taxes resulting from a breach of any withholding Tax arising directly from the Cash Repatriation Plan, a representation or warranty contained in Section 3.9 or a covenant contained in this Section 5.10; and (v) liability any Transfer Taxes for which the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expensesCompany Securityholders are responsible pursuant to Section 5.10(i), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller the Company Securityholders shall have no liability not be liable for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability responsibility to indemnify any Parent Indemnitee for any amount under this Section 5.10(a) with respect to any Taxes arising of the Company or Subsidiary for any Pre-Closing Tax Period to the extent such Taxes arose as a result of an action, election, activity or failure of Parent, Newco, the Surviving Corporation, any Subsidiary, or an Affiliate of the foregoing that is outside the ordinary course of business and not contemplated by this Agreement on the Closing Date or in a Post-Closing Tax Period from (including the reduction portion of tax attributes a Straddle Period beginning after the Closing Date as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer determined under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing5.10(b)(ii)). (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.

Tax Indemnification. (ai) Seller hereby indemnifies Buyer shall pay or cause to be paid, shall be liable for, and its Affiliatesshall indemnify, including the Purchased Subsidiaries, against defend and agrees to hold each of them the Buyers, the Bank and its Subsidiaries harmless from and against, in each case, without duplication, (A) any Taxes (iand any Damages) Pre-Closing Tax that is an Income Tax arising from or in connection with any breach of any representation or warranty contained in Section 3.4 (determined without giving effect to any “Material Adverse Effect” or materiality qualifications contained in such representation or warranty) or covenant made in this Section 5.5 by Seller, (B) any Taxes of the Purchased Subsidiaries Seller or any Pre-Closing Tax that is an Income Tax attributable to of its Subsidiaries (other than the Purchased Assets, (iiBank and its Subsidiaries) liability for which the payment Bank or any of any Tax its Subsidiaries may be liable as a result of Treasury Regulation Section 1.1502-6 (or any Purchased Subsidiary being similar provision of applicable law), as a transferee or having been before successor, by contract or otherwise, and (C) any Taxes of the Closing Bank and its Subsidiaries reportable on a member of a Seller Group, (iii) liability for the payment of any federal consolidated Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax Return of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer the 2008 taxable year and its Affiliatesthe short 2009 taxable year ending on the Closing Date. (ii) The Bank shall pay or cause to be paid, including the Purchased Subsidiariesshall be liable for, and shall have no liability for indemnify, defend and hold Seller and its Affiliates harmless from and against (x) any and all Taxes of the Bank and its Subsidiaries arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim and (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (iy) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those all Damages incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided Affiliates to the extent arising out of or resulting from the breach of an agreement or covenant made in this Section 5.5 by the Bank. (iii) Payment in full of any amount due from Seller or the Bank under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”5.5(a) shall be net made to the affected party in immediately available funds at least two business days before the date payment of any Tax Savings realized by the party receiving Taxes to which such payment (the “relates is due, or, if no Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereofis payable, “Tax Savings” means, with respect to any event for which an indemnification payment within fifteen days after written demand is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes for such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountpayment.

Tax Indemnification. (a) Seller hereby indemnifies From and after the Closing, the Shareholder shall indemnify, save and hold harmless the Buyer Indemnitees from and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any against: (i) all liability for Taxes of the Company and its Subsidiaries for all Pre-Closing Tax that is an Income Tax Periods; (ii) all Taxes of the Company and its Subsidiaries resulting from the Section 338(h)(10) Election, including all such Taxes of the Company and its Subsidiaries under Massachusetts General Laws chapter 63, section 32D; (iii) all Transfer Taxes; and (iv) without duplication of Section 10.2, any and all Losses arising out of, resulting from or incident to any breach by the Shareholder or the Company of any representation or covenant contained in Sections 3.8, 7.1 or this 7.2. (b) In the case of any Straddle Period: (i) real, personal and intangible property Taxes and any other Taxes levied on a per diem basis (“Per Diem Taxes”) of the Purchased Company and its Subsidiaries or for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period (including the Closing Date) and the denominator of which is the total number of days in the Straddle Period; and (ii) the Taxes of the Company and its Subsidiaries (other than Per Diem Taxes) for any Pre-Closing Tax that is an Income Period shall be computed as if such Tax attributable Period ended as of the close of business on the Closing Date. (c) The Shareholder’s indemnity obligations in respect of Taxes for a Pre-Closing Tax Period, as determined pursuant to Section 7.2(a), shall initially be effected by the Shareholder’s payment to Buyer of the excess of (i) any such Taxes for a Pre-Closing Tax Period (as indicated by written notice from Buyer to the Purchased Assets, Shareholder) over (ii) liability (A) the amount of such Taxes with respect to the Company and its Subsidiaries paid by the Shareholder at any time plus (B) the amount of such Taxes paid or reserved for by the Company and its Subsidiaries on or prior to the Closing Date. Such excess shall be paid to Buyer in accordance with Section 10.7 within ten (10) days after written demand therefor is made by Buyer (but not earlier than five (5) days before the date on which the Taxes for the relevant Tax Period are required to be paid to the relevant Tax authority). In the case of a Tax that is contested in accordance with the provisions of Section 7.2(d), payment of the Tax to the appropriate Tax authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Tax authority or court unless payment of the Tax is required as a condition to such contest. (d) If a claim shall be made by any Tax as authority, which, if successful, might result in an indemnity payment to a result Buyer Indemnitee pursuant to this Section 7.2, the Buyer Indemnitee shall promptly and in any event no more than twenty (20) days following the Buyer Indemnitee’s receipt of such claim, give written notice to the Shareholder of such claim; provided, however, the failure of the Buyer Indemnitee to give such notices shall only relieve the Shareholder from his indemnification obligations hereunder to the extent he is actually prejudiced by such failure. With respect to any Purchased Subsidiary being Tax Claim relating to a Tax Period ending on or having been before prior to the Closing a member Date, the Shareholder shall, upon his written confirmation of a Seller Grouphis obligation to indemnify the Buyer Indemnitees in full with respect to such Tax Claim, (iii) liability for the payment of any control all proceedings and may make all decisions taken in connection with such Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses Claim (including reasonable expenses selection of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (icounsel) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiariesat his own expense; provided, however, that Seller if the resolution of any portion of a Tax Claim would increase the Taxes of the Company and its Subsidiaries for a Tax Period after the Closing Date, the Shareholder shall have no liability give written notice to the Buyer, and the Buyer shall be entitled to control the proceedings taken in connection with such portion of such Tax Claim. The Buyer shall control at its own expense all proceedings taken in connection with any Tax Claim relating to Taxes of the Company and its Subsidiaries for a Straddle Period and in connection with any Tax Claim relating to Taxes of the payment Company and its Subsidiaries for a Tax Period beginning after the Closing Date. A party shall promptly notify the other party if it decides not to control the defense or settlement of any Tax under clauses (iii)-(iv) Claim for a Tax Period ending on or prior to the Closing Date which it is entitled to control pursuant to this Agreement, and the other than party shall thereupon be permitted to defend and settle such proceeding without prejudice. No Tax Claim for Taxes actually incurred by which the Shareholder is obligated to indemnify the Buyer Indemnitees and in which the Buyer is entitled to control all proceedings may be settled without the written consent of the Shareholder, such consent not to be unreasonably withheld or delayed. The Buyer, the Shareholder, the Company and its Affiliates, including Subsidiaries and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax Claim in accordance with Section 7.1(b). The parties shall satisfy their indemnity obligations pursuant to this Section 7.2(d) within 10 days after a final determination (within the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction meaning of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g1313(a) of the Code or any comparable provision analogous provisions of Applicable Law. No indemnification shall be provided under this Section 8.09(astate, local or foreign Tax law) or otherwise for any of the relevant Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closingis made. (be) The Buyer hereby indemnifies Seller covenants that it will not and its Affiliates against and agrees will not cause or permit the Company or any Affiliate of the Buyer to hold each of them harmless from (i) take any Income Tax action on or after the Closing Date other than in the ordinary course of business, which would result in any tax liability to the Purchased Subsidiaries that is not a Pre-Closing Tax and Shareholders, or (ii) liabilities, costs and expenses (including reasonable expenses make any election or deemed election on or after the Closing Date or amend any Tax Return of investigation and attorneys’ fees and expenses) arising out of the Company on or incident after the Closing Date for the period prior to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after ClosingClosing Date. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.

Tax Indemnification. (a) Seller hereby indemnifies Buyer From and its Affiliatesafter the Closing Date (or, including if applicable and solely with respect to the Purchased SubsidiariesBrazil Business, the Deferred Brazil Closing Date), Trimble shall indemnify and hold harmless AGCO from and against and agrees to hold each of them harmless any Liabilities arising from any or relating to: (i) Pre-Closing Tax that is an Income Tax of any Taxes imposed on the Company or any member of the Purchased Subsidiaries or Company Group for any Pre-Closing Tax that is an Income Tax attributable to the Purchased AssetsDate Period, (ii) liability for the payment any Taxes of any Tax as member of an affiliated, consolidated, combined or unitary group of which the Company or any member of the Company Group is or was a result of any Purchased Subsidiary being member on or having been before prior to the Closing a member of a Seller Group(or, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing), including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or non-U.S. law, (iii) liability for the payment any Taxes of any Tax arising directly from Person imposed on the Carve Out Plan other than Company or any member of the Company Group for any period as a Transfer Taxtransferee or successor in respect of any transaction occurring on or prior to the Closing (or, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing), by law, contract or otherwise, (iv) liability any Taxes in respect of the Business Assets or the Assumed Liabilities for the payment of any withholding Tax arising directly from the Cash Repatriation PlanPre-Closing Date Period, (v) liability for any breach of the payment representations and warranties set forth in Section 3.16, (vi) any Taxes, other than Carve-Out Transfer Taxes, arising in connection with, or resulting from, the Carve-Out Restructuring, and (vii) fifteen percent (15%) of any Tax Transfer Taxes (other than Carve-Out Transfer Taxes or JCA Transfer Taxes) as described in Section 9.7. (b) From and after the Closing Date, AGCO shall indemnify and hold harmless Trimble from and against any Liabilities arising from or relating to: (i) any Taxes imposed on any of the Seller JCA Entities for any Pre-Closing Date Period, (ii) any Taxes of any member of an affiliated, consolidated, combined or unitary group of which any JCA Entity is or was a member on or prior to the Closing, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or non-U.S. law, (iii) any Taxes of any Person imposed on any of the JCA Entities for any period as a transferee or successor in respect of any transaction occurring on or prior to the Closing, by law, contract or otherwise, (iv) any breach of the representations and warranties set forth in Section 4.16, (v) any Taxes, other than JCA Transfer Taxes, arising in connection with, or resulting from, the Retained Subsidiaries JCA Contribution, and (vi) liabilities, costs, expenses eighty-five percent (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion 85%) of any Income Tax described in clauses Transfer Taxes (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Carve-Out Transfer Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes or JCA Transfer Taxes) as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law9.7. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount Notwithstanding anything in this Agreement to the contrary, each of any indemnification payment made under the rights and obligations of the Parties set forth in this Section 8.09 by 9.8 shall continue in full force and effect until the party making an indemnification payment under Section 8.09 date that is sixty (60) days following the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence expiration date of the event applicable statute(s) of limitation relating thereto (giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect effect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountextensions thereof).

Tax Indemnification. Without otherwise limiting the indemnification of Buyer Indemnified Parties pursuant to Section 6.3, Sellers shall jointly and severally indemnify the Buyer Indemnified Parties and hold them harmless from and against any Loss attributable to (a) Seller hereby indemnifies Buyer any Taxes (or the non-payment thereof) of the Company for all the taxable periods ending on or before the Closing Date and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each portion through the end of them harmless from the Closing Date for any taxable period that includes (ibut does not end on) the Closing Date (“Pre-Closing Tax that is an Income Tax Period”), (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Purchased Subsidiaries Company is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assetsanalogous or similar state, local, or foreign law or regulation, and (iic) liability for the payment any and all Taxes of any Tax Person (other than the Company) imposed on the Company as a result of transferee or successor, by contract or pursuant to any Purchased Subsidiary being law, rule or having been regulations, which Taxes relate to an event or transaction occurring before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for in the payment case of any Tax under clauses (iii)-(iva), (b) other and (c) above, Sellers shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing difference between book and Tax income) on the face of the Closing Balance Sheet (rather than for Taxes actually incurred by in any notes thereto) and taken into account in determining the Purchase Price adjustment provided in Sections 2.2.4. Sellers’ Representative shall cause the Buyer and its Affiliates, including the Purchased SubsidiariesIndemnified Parties to be reimbursed, and shall have no liability Sellers shall, jointly and severally, reimburse the Buyer Indemnified Parties, for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or Company that are the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the responsibility of Sellers within 15 Business Days after payment of such Taxes by any loss attributable to one or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) more of the Code or any comparable provision of Applicable LawBuyer Indemnified Parties. No indemnification The procedures set forth in Sections 6.3.3 and 6.3.4 shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, apply with respect to claims made by any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Buyer Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent Parties for indemnification pursuant to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountthis Section 6.7.5.

Tax Indemnification. (a) Seller hereby indemnifies Buyer Notwithstanding any other provision of this Agreement or any Ancillary Agreement, each of the Sellers will jointly and its Affiliatesseverally indemnify, including defend and hold harmless the Purchased Buyer, the Transferred Fastener Subsidiaries, the Buyer’s other subsidiaries and their respective directors, officers, employees, agents and representatives (including, without limitation, any predecessor or successor to any of the foregoing) from and against any and agrees to hold each all Indemnifiable Losses relating to, resulting from or arising out of them harmless from any (i) Pre-Taxes levied or imposed upon, or in connection with, the Fastener Business Assets or the Fastener Business with respect to any taxable period or portion thereof ending on or before the Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased AssetsDate, (ii) liability for Taxes imposed on or payable by the payment of Sellers, any Tax as a result of Seller Affiliate or the Transferred Fastener Subsidiaries with respect to any Purchased Subsidiary being taxable period or having been portion thereof ending on or before the Closing a member of a Seller GroupDate, (iii) liability for Taxes of the payment Sellers or its Transferred Fastener Subsidiaries imposed on the Sellers or any of the Transferred Fastener Subsidiaries as members of the “affiliated group” (within the meaning of Section 1504(a) of the Code) of which Parent (or any Tax arising directly from predecessor or successor) is the Carve Out Plan other than a Transfer Taxcommon Table of Contents parent that arises under Treasury Regulation Section 1.1502-6(a) or comparable provisions of foreign, state or local law, and (iv) liability Taxes for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability which Sellers are responsible for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such TaxSection 5.9, in each case incurred or suffered by Buyer or except to the extent any of its Affiliates or, effective upon Closing, such Taxes are taken into account in preparing the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after ClosingDate Balance Sheet. (b) Notwithstanding any other provision of this Agreement or any Ancillary Agreement, the Buyer hereby indemnifies Seller will indemnify and hold harmless the Parent and its Affiliates subsidiaries other than the Transferred Fastener Subsidiaries and their respective directors, officers, employees, agents and representatives (including, without limitation, any predecessor or successor to any of the foregoing) from and against any and agrees to hold each all Indemnifiable Losses relating to, resulting from or arising out of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax Taxes described in Section 8.5(a)(i) and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the impositionextent such Taxes are taken into account in preparing the Closing Date Balance Sheet, assessment or assertion of any Income Tax (ii) Taxes for which Buyer is responsible for in Section 5.9, and (iii) Taxes described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion last sentence of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing8.2. (c) The amount Sellers agree to indemnify the Buyer against and hold it harmless from all income Taxes, expenses or other losses arising out of the failure of the Sellers to perform any indemnification payment made of the agreements it is required to perform under this Section 8.09 Article VIII, and the Buyer agrees to indemnify the Sellers and hold them harmless from all Taxes, expenses or other losses arising out of the failure by the party making an Buyer to perform any of the agreements it is required to perform under this Article VIII. (d) Any indemnification payment under obligation of the Buyer or the Sellers pursuant to this Section 8.09 (the “Tax Indemnifying Party”) 8.5 shall be net of any Tax Savings Benefit realized by the indemnified party receiving such payment (or its Affiliates and increased by the “relevant After Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect theretoAmount. For purposes hereofof this Agreement, “After Tax SavingsAmount” means, with respect means any additional amount necessary to any event for which an indemnification payment is made under Section 8.09, an amount by which reflect the net Tax liability consequences of the Tax Indemnified Party (receipt or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result accrual of such indemnified lossreimbursement payment (including the payment of an additional amount or amounts hereunder) determined by using the actual marginal federal, and any related interest received from state, foreign or local rates for the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountrelevant taxable period.

Tax Indemnification. The Seller shall be responsible for and pay and shall indemnify, save and hold harmless the Purchaser and the Company (a) Seller hereby indemnifies Buyer and its each of their respective Affiliates, including the Purchased Subsidiaries, successors and assigns) from and against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that all Taxes imposed on the Company, or for which the Company is an Income Tax of any of the Purchased Subsidiaries liable, with respect to (A) all periods ending on or any Pre-Closing Tax that is an Income Tax attributable prior to the Purchased AssetsClosing Date, (iiB) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Closing Date (such portion, a "PRE-CLOSING PARTIAL PERIOD"), or (C) all Taxes for which the Company may be liable under Treas. Reg. Section 1.1502-6 or analogous provision under state or local law by reason of the Company being a member of a Seller Groupconsolidated, (iii) liability for the payment combined or unitary group of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiariescorporations; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilitiesany costs or expenses with respect to the Taxes indemnified hereunder; PROVIDED, HOWEVER, that the Seller shall not have any such indemnification obligations with respect to such Taxes, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion extent (x) of any Income Tax described in clause reserves for Taxes on the Closing Balance Sheet and (i), including those incurred y) such amounts are otherwise taken into account in the contest in good faith in appropriate proceedings relating post-Closing adjustment pursuant to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect theretoSECTION 2.3 and SECTION 2.4 hereof. For purposes hereofof this SECTION 9.7(a), “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or Taxes shall include the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from Taxes which would have been paid but for the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net application of any expenses incurred by such Tax Indemnified Party in collecting such amountcredit or net operating or capital loss deduction attributable to any period (or portion thereof) ending after the Closing Date, but shall not include amounts which would have been paid but for the application of any credit or net operating or capital loss deductions attributable to any period (or portion thereof) ending on or before the Closing Date.

Tax Indemnification. (a) Seller hereby indemnifies Buyer agrees to indemnify, defend and its Affiliateshold harmless, Purchaser, any Affiliate of Purchaser and their officers, directors, employees, stockholders, representatives and agents, including after the Purchased Closing Date, the Company, and the Subsidiaries (collectively "PURCHASER INDEMNITEES") from and against any Adverse Consequences the Purchaser Indemnitees may suffer resulting from, arising out of, or relating to any liability of Seller, the Company, MPC, and the Subsidiaries (x) for any Taxes of the Seller, the Company, MPC and any member of the MPC Affiliated Group (other than the Subsidiaries) and for any Taxes of the Subsidiaries, against and agrees with respect to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being year or having been portion thereof ending on or before the Closing a member of a Seller Group, Date (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim year beginning before and ending after the Closing Date to the extent allocable (as defined belowdetermined in a manner consistent with SECTION 8.01(b)) as to which Buyer provides notice to Seller more than six years after Closingthe portion of such period beginning before and ending on the Closing Date), and (y) for the unpaid Taxes of any Person under Treas. Reg. Section 1.1502-6. (b) Buyer hereby indemnifies Seller and its Affiliates against and Purchaser agrees to hold each of them harmless indemnify Seller, and their officers, directors, employees, stockholders, representatives and agents (the "SELLER INDEMNITEES"), from (i) and against any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilitiesAdverse Consequences Seller Indemnitees may suffer resulting from, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of, or relating to, any liability of Seller for any Taxes of Purchaser, the Company and the Subsidiaries with respect to any Tax year or incident to portion thereof after the imposition, assessment Closing Date (or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as year beginning before and ending after the Closing Date to which Seller provides notice the extent allocable (determined in a manner consistent with SECTION 8.01(b)), to Buyer more than six years the portion of such period ending after Closingthe Closing Date. (c) The amount obligations of any indemnification payment made Seller and Purchaser under this Section 8.09 by SECTION 10.01 shall survive until the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence expiration of the event giving rise to such payment or payment applicable statute of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountlimitations.

Tax Indemnification. The Stockholders shall, jointly and severally, indemnify Purchaser Indemnitees and hold them harmless from and against (a) Seller hereby indemnifies Buyer and its Affiliatesany Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.15; (b) any Loss attributable to any breach or violation of, including or failure to fully perform, any covenant, agreement, undertaking, or obligation in this Section 8.05; (c) all Taxes of Marquis, the Purchased Subsidiaries, against and agrees Stockholders or relating to hold each of them harmless from any (i) the Business for all Pre-Closing Tax that is an Income Tax Periods; (d) all Taxes of any member of the Purchased Subsidiaries an affiliated, consolidated, combined, or unitary group of which Marquis (or any Pre-Closing Tax that predecessor of Marquis) is an Income Tax attributable or was a member on or prior to the Purchased AssetsClosing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (iie) liability for the payment any and all Taxes of any Tax as a result Person imposed on Marquis arising under the principles of any Purchased Subsidiary being transferee or having been successor liability or by Contract, relating to an event or transaction occurring before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax Date; in each of the Seller above cases, together with any out-of-pocket fees and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out accountants’ fees) incurred in connection therewith. The Stockholders shall reimburse Purchaser for any Taxes of or incident Marquis that are the responsibility of any Stockholder pursuant to this Section 8.05 within five (5) Business Days after payment of such Taxes by any Purchaser Indemnitee. Purchaser agrees to give written notice to the impositionStockholders’ Representative promptly upon the receipt of any written notice by Marquis, assessment Purchaser, or any of Purchaser’s Affiliates that involves the assertion of any Income claim, or the commencement of any Proceeding, in respect of which an indemnity may be sought by Purchaser pursuant to this Section 8.05 (a “Tax described in clauses (i) — (iiClaim”); provided, including those incurred in that failure to comply with this provision shall not relieve the Stockholders of their indemnification obligations, except and only to the extent that the Stockholders forfeit rights or defenses by reason of such failure. Purchaser shall control the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion resolution of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased SubsidiariesTax Claim; provided, however, that Seller Purchaser shall have no liability for obtain the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result prior written consent of the Carve Out Plan Stockholders’ Representative (which consent shall not be unreasonably withheld, delayed, denied, or the Cash Repatriation Planconditioned) before entering into any settlement of a Tax Claim or ceasing to defend such Tax Claim; and, provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification Stockholders’ Representative shall be provided under this Section 8.09(a) or otherwise for any entitled to participate in the defense of such Tax Claim (as defined below) as and to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each employ counsel of them harmless from (i) any Income Tax of his choice for such purpose, the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs fees and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification which separate counsel shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 borne solely by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountStockholders.

Tax Indemnification. Except to the extent treated as a liability in the calculation of Adjusted Closing Working Capital, from and after Closing, Co-op shall indemnify SLG, Buyer, and each Buyer Indemnitee and hold them harmless from and against: (a) Seller hereby indemnifies Buyer and its Affiliates, including any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.23; (b) all Taxes of SLG or relating to the Purchased Subsidiaries, against and agrees to hold each business of them harmless from any (i) SLG for all Pre-Closing Tax that is an Income Tax Periods, including, for the avoidance of doubt, the portion of any Straddle Period ending on the Effective Date determined in accordance with Section 7.02 (including, for this purpose, any “imputed underpayment” within the meaning of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) 6225 of the Code (or any comparable similar or corresponding provision of Applicable state, local or foreign Law. No indemnification shall be provided under this Section 8.09(a) paid or otherwise for any Tax Claim (as defined below) as payable by SLG relating or attributable to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax Period); (c) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which SLG (or any predecessor of SLG) is or was a member on or prior to the Effective Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; (d) any and all Taxes of any Person imposed on SLG arising under the principles of transferee or successor liability or by Contract, relating to an event or transaction occurring on or before the Effective Date; and (iie) liabilities, costs any out-of-pocket fees and expenses (including reasonable expenses of investigation and attorneys’ fees and expensesaccountants’ fees) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in connection therewith. In each of the contest in good faith in appropriate proceedings relating above cases, Co-op shall reimburse Buyer for any Taxes of SLG that are the responsibility of Co-op pursuant to this Section 6.04 within ten (10) Business Days after the imposition, assessment later of (a) a final determination that a Tax is payable by Buyer or assertion SLG and the actual payment thereof or (b) written demand for payment given by Buyer to Co-op. The aggregate amount of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification all Losses for which Co-op shall be provided liable under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing6.04 shall not exceed the Purchase Price. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.

Tax Indemnification. (a) From and after the Closing, Seller hereby indemnifies shall pay or cause to be paid, and shall indemnify Buyer and each of its Affiliates, Affiliates (including the Purchased SubsidiariesAcquired Companies after the Closing Date) (collectively, against the “Buyer Tax Indemnified Parties”) and agrees to hold each of them the Buyer Tax Indemnified Parties harmless from and against any Losses to the extent related to (i) Pre-Closing Tax that is an Income Tax of any of Taxes imposed on the Purchased Subsidiaries or Acquired Companies for any Pre-Closing Tax that is an Income Tax attributable to the Purchased AssetsPeriod, (ii) any Taxes of Seller or any of its Affiliates (other than the Acquired Companies) for which an Acquired Company is liable pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of state, provincial, local or foreign Applicable Law with respect to Taxes and (iii) any liability for Taxes attributable to any failure by Seller or any of its Affiliates to comply with any of the payment covenants or agreements of Seller under Section 6.1(a)(xii) and Article 9, except, in each case, for any Taxes for which Buyer is responsible pursuant to Section 9.1(b)(ii) and Section 9.1(b)(iii) (the Taxes for which Seller is required to indemnify Buyer pursuant to this Section 9.1(a), the “Seller Indemnified Taxes”). (b) From and after the Closing, Buyer shall pay or cause to be paid, and shall indemnify Seller and each of its Affiliates (collectively, the “Seller Tax Indemnified Parties”) and hold the Seller Tax Indemnified Parties harmless from and against any Losses to the extent related to (i) any Taxes imposed on the Acquired Companies for any Post-Closing Tax Period unless such Tax arises as a result of any Purchased Subsidiary being failure by Seller or having been before any of its Affiliates to comply with any of the covenants or agreements contained in Section 6.1(a)(xii) and Article 9, (ii) any Taxes arising from any action or transaction by Buyer, the Acquired Companies or their respective Affiliates outside the Ordinary Course of Business on the Closing a member of a Seller Group, Date after the Closing and (iii) any liability for the payment of Taxes attributable to any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of failure by Buyer to comply with any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses covenants or agreements of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising contained in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after ClosingArticle 9. (c) The amount of any indemnification Any indemnity payment required to be made under pursuant to this Section 8.09 by 9.1 or otherwise pursuant to this Article 9 shall be made within thirty (30) days after the party making an indemnification payment under Section 8.09 (applicable Indemnified Party makes written demand upon the “Tax applicable Indemnifying Party”, but in no case earlier than five (5) shall be net of any Tax Savings realized by days prior to the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by date on which the net Tax liability of the Tax Indemnified Party (relevant Taxes or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from other amounts are required to be paid to the applicable Taxing Authority. If ; provided that, for the avoidance of doubt, in the case of any Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification Claim, payment by shall not be required until the Tax Indemnifying Party, then resolution of such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountProceeding.

Tax Indemnification. (a) Seller hereby indemnifies Buyer From and after the Closing, Degussa and the Seller, jointly and severally, shall indemnify Purchaser, its Affiliates, Affiliates (including the Purchased SubsidiariesCompany) and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any all liability for Taxes of the Purchased Subsidiaries or Company with respect to any Pre-Closing Tax that is an Income Tax attributable taxable period beginning prior to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after ClosingDate. (b) Buyer hereby indemnifies From and after the Closing, Purchaser and the Company, jointly and severally, shall indemnify Seller and its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Seller Indemnitees”, and together with Purchaser Indemnitees, the “Indemnitees”) against and agrees to hold each of them harmless from (i) any Income Tax all liability for Taxes of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise Company for any Tax Claim as to which Seller provides notice to Buyer more than six years taxable period ending after Closingthe Closing Date. (c) The amount In the case of any indemnification payment made under this Section 8.09 by period that includes (but does not end on) the party making an indemnification payment under Section 8.09 Closing Date (the a “Tax Indemnifying PartyStraddle Period”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means), with respect to any event for which an indemnification payment is made under Section 8.09(i) real, an amount by which the net Tax liability personal and intangible property Taxes (“Property Taxes”) of the Company for the Pre-Closing Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result Period, the indemnification of the indemnified loss or Degussa and Seller shall be for the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent equal to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are prior to the Closing Date and the denominator of which is the number of days in the Straddle Period and (ii) sales on goods and services Taxes, the Tax Indemnified Partyfor the Straddle Period shall be allocated between Seller and Purchaser based upon an interim closing of the books as of the Closing Date. [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Tax Indemnification. (a) Subject to the terms and conditions of this Article VII, from and after the Closing, Seller hereby indemnifies Buyer shall indemnify, save and its Affiliates, including the Purchased Subsidiaries, hold harmless Purchaser from and against and agrees to hold each of them harmless from any (i) all liability for Taxes of each Subject Company (other than Excluded Taxes) for all Pre-Closing Tax that is an Income Periods (as shall be evidenced by any Tax of Return prepared by Purchaser in accordance with Section 4.09(a) and any additional documentation reasonably requested by Seller) except to the extent of the Purchased Subsidiaries amount of such Taxes paid by the Subject Companies at or any Pre-Closing Tax that is an Income Tax attributable prior to the Purchased AssetsEffective Time, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a by Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer the Subject Companies) at any time; and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for (ii) any Taxes arising out of, resulting from or incident to any breach by Seller of any covenant contained in a Post-Closing Tax Period from Sections 4.09 or 7.04. Notwithstanding anything to the reduction of tax attributes contrary in this Agreement, Seller shall not be liable for or pay for (x) any Taxes (collectively, "Excluded Taxes") that are imposed on any Subject Company as a result of actions taken or elections made by Purchaser or any Subject Company after the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereofEffective Time, including an election made or deemed made by Buyer but not limited to elections under Section 338(g) of the Code or Treasury Regulation Section 301.7701-3 or (y) any comparable provision of Applicable Law. No Taxes subject to indemnification shall be provided under this Section 8.09(aby Purchaser pursuant to Sections 7.04(b)(i) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing7.04(b)(ii). (b) Buyer hereby indemnifies Subject to the terms and conditions of this Article VII, from and after the Closing, Purchaser shall indemnify, save and hold harmless the Seller Indemnified Parties from and its Affiliates against and agrees to hold each of them harmless from (i) all liability for Taxes of each Subject Company for any Income Post-Closing Tax Period; (ii) any Taxes arising out of, resulting from or incident to the breach by Purchaser of any covenant contained in Sections 4.09 or 7.04; and (iii) Excluded Taxes. (c) In the Purchased Subsidiaries that is not case of any Straddle Period: (i) real, personal and intangible property Taxes and any other Taxes levied on a per diem basis ("Per Diem Taxes") of a Subject Company for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period; and (ii) liabilitiesthe Taxes of a Subject Company (other than Per Diem Taxes or Excluded Taxes) for any Pre-Closing Tax Period shall be computed as if such Pre-Closing Tax Period ended as of the Effective Time. (d) If a claim shall be made by, costs or an audit, investigation, litigation or other Proceeding is conducted by or with, any Governmental Authority with respect to Taxes, which, if successful, might result in an indemnity payment to a Person pursuant to this Section 7.04 (a "Tax Claim"), the notice provisions set forth in Section 7.05 shall apply. (e) With respect to any Tax Claim relating to a Tax Period ending on or prior to the Effective Time, Seller shall notify the Purchaser of such Tax Claim promptly upon becoming aware of such Tax Claim but shall control all proceedings and expenses may make all decisions taken in connection with such Tax Claim (including reasonable expenses selection of investigation counsel) at its own expense; provided, however, that Purchaser may participate in proceedings and attorneys’ fees and expenses) arising out of or incident decisions to the imposition, assessment or assertion extent they involve Excluded Taxes. Seller and Purchaser shall jointly control all proceedings taken in connection with any Tax Claim relating to Taxes of any Income Subject Company for a Straddle Period, each paying its own expenses. Purchaser shall control at its own expense all proceedings with respect to any Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings Claim relating to a Tax Period beginning after the impositionEffective Time. A Party shall promptly notify the other Party if it decides not to control the defense or settlement of any Tax Claim which it is entitled to control pursuant to this Agreement, assessment or assertion and the other Party shall thereupon be permitted to defend and settle such Proceeding at its own expense. (f) Seller's indemnity obligation in respect of Taxes for a Pre-Closing Tax Period pursuant to Section 7.04(a)(i) shall be effected by its payment to Purchaser of such amount within ten (10) days after the determinations required by Section 7.04(a)(i) are completed (but not earlier than five (5) days prior to the date on which Taxes for the relevant Tax Period are required to be paid to the relevant Governmental Authority). If the amount of any such Income Tax, in each case incurred or suffered Taxes paid by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(bAffiliates (other than the Subject Companies) or otherwise for at any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party time plus the amount of such net Tax Savings received Taxes paid by the Subject Companies at or prior to the Effective Time exceeds the amount of such Taxes for the Pre-Closing Tax Indemnified PartyPeriod, net Purchaser shall pay to Seller the amount of any expenses incurred such excess within ten (10) days after the Tax Return with respect to the final liability for such Taxes is required to be filed with the relevant Governmental Authority. In the case of a Tax that is contested in accordance with the provisions of Section 7.04(e), payment of the Tax to the appropriate Governmental Authority shall not be considered to be due earlier than the date a final determination to such effect is made by such Tax Indemnified Party in collecting such amountthe appropriate Governmental Authority or court.

Tax Indemnification. (a) Seller hereby indemnifies Buyer Softbank Holdings agrees to indemnify and hold harmless CustomerONE Holding and its Affiliatesaffiliates (including, including after the Purchased SubsidiariesClosing, the successors to any SSG Companies and all of the SSG Companies), and in each such case their respective directors, officers, employees and agents, from and against any and agrees all Indemnifiable Losses resulting from, arising out of, based on or relating to hold each the SSG Companies' Total Pre-Closing Date Tax Liability if and to the extent that such liability exceeds the sum of them harmless from any (i) Pre-Closing Tax that is an Income Tax all amounts actually paid by any Person (including amounts actually paid by any of the SSG Companies before the Closing, but excluding any amounts paid by CustomerONE Holding, its affiliates, the successors to any SSG Companies and any of the SSG Companies after the Closing) on behalf of any of the Purchased Subsidiaries SSG Companies to the Internal Revenue Service or to any other tax collecting agency or authority, with respect to the SSG Companies' Total Pre-Closing Date Tax that is an Income Tax attributable to the Purchased AssetsLiability, (ii) liability the amount of the provision for current Taxes reflected on the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Post-Closing a member of a Seller Group, Statement and (iii) liability for the payment amount of any Tax arising directly from liability reflected on the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes Statement as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability reserve for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closingfuture tax disputes. (b) Buyer hereby indemnifies Seller Softbank Holdings agrees to indemnify and hold harmless CustomerONE Holding and its Affiliates affiliates (including, after the Closing, the successors to any SSG Companies and all other SSG Companies), and in each such case their respective directors, officers, employees and agents, from and against any and agrees all Indemnifiable Losses resulting from, arising out of, based on or relating to hold each any and all sales, use or other similar Taxes required to be collected in respect of them harmless from any Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and SSG Companies in respect of the Contract pursuant to their reliance on an applicable exemption from such Tax, (ii) liabilitiessuch exemption from Tax is dependent upon receipt by any of the SSG Companies of a properly executed Exemption Certificate and (iii) within 12 months of the Closing Date, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of CustomerONE Holding or incident the successor to the impositionSSG Companies, assessment as applicable, has notified Softbank Holdings that the applicable Exemption Certificate neither is in any of the SSG Companies' nor such successor's existing records or assertion files nor obtainable from the particular customer following reasonable commercial efforts of any Income Tax described in clause (i), including those incurred in CustomerONE Holding or the contest in good faith in appropriate proceedings relating successor to the impositionSSG Companies, assessment or assertion of any to obtain such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after ClosingExemption Certificate from the customer. (c) The amount of any indemnification payment made under Except as otherwise set forth in this Section 8.09 by 8.4, CustomerONE Holding and the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) successors to any SSG Companies shall be net of indemnify and hold harmless Softbank Holdings and its affiliates and their directors, officers, employees and agents from and against any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) and all Indemnifiable Losses resulting from, arising from the incurrence of the event giving rise to such payment out of, based on or payment of any indemnification payment with respect thereto. For purposes hereofrelating to, “Tax Savings” means, Taxes with respect to the successors to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability SSG Companies or any of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in SSG Companies for any Tax taxable period as a result of beginning after the indemnified loss or Closing Date and for the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net portion of any expenses incurred by such Tax Indemnified Party in collecting such amounttaxable period beginning before the Closing Date that falls after the Closing Date.

Tax Indemnification. (a) Subject to the limitations set forth in Section 8.05, from and after the Closing Date, Seller hereby indemnifies Buyer shall indemnify Purchaser and its Affiliates, affiliates (including the Purchased SubsidiariesAcquired Companies and their respective subsidiaries) and each of their respective officers, directors, employees, stockholders, agents and representatives (the "Purchaser Indemnitees") against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any all liability for Income Tax Taxes of the Purchased Subsidiaries that is not a Acquired Companies and their respective subsidiaries for the Pre-Closing Tax Period and (ii) liabilities, costs all liability for reasonable legal fees and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident attributable to the imposition, assessment or assertion of any Income Tax described item in clause (i) above. Notwithstanding the foregoing, Seller shall not indemnify and hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to any action taken on or after the Closing Date by Purchaser, any of its affiliates (including the Acquired Companies or any of their respective subsidiaries), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion any transferee of any such Income Tax, in each case incurred or suffered by Seller Purchaser or any of its Affiliates; provided that no indemnification shall be provided affiliates (other than any such action expressly required by Applicable Law or by this Agreement) (a "Purchaser Tax Act") or attributable to a breach by Purchaser of its obligations under this Agreement. (b) From and after the Closing Date, Purchaser shall indemnify Seller and its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the "Seller Indemnitees") against and hold them harmless from (i) all liability for Taxes other than Income Taxes of the Acquired Companies and their respective subsidiaries for all taxable periods whether ending before, on or after the Closing Date, except to the extent provided in Section 8.09(b8.02, and for Income Taxes for any Post-Closing Tax Period, (ii) all liability for Taxes attributable to a Purchaser Tax Act or to a breach by Purchaser of its obligations under this Agreement, and (iii) all liability for reasonable legal fees and expenses attributable to any item in clause (i) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing(ii) above. (c) The amount In the case of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) Straddle Period, Income Taxes shall be net of any allocated to the Pre-Closing Tax Savings realized by Period calculated on the party receiving such payment (basis that the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any applicable Tax period as a result ends on the close of business on the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountClosing Date.

Tax Indemnification. (a) Seller hereby indemnifies each Buyer and its Affiliates, including the Purchased Subsidiaries, Indemnitee against and agrees to hold each of them Buyer Indemnitee harmless from any (t) Tax of the Company or any Subsidiary described in clause (i) of the definition of Tax related to a Pre-Closing Tax that is an Income Period, (u) Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, described in clause (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for of the payment definition of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and Company or any Subsidiary resulting from a breach of the Retained Subsidiaries provisions of Section 8.02 or Section 8.03, (w) Tax related or attributable to the assets purchased in the Puerto Rico Business, (x) Section 338 Tax, (y) any Tax arising out of or related to the Restructuring contemplated by Section 2.02, and (viz) liabilities, costs, expenses (including including, without limitation, reasonable expenses of investigation and attorneys’ ' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (iit), including those incurred in (u), (v), (w), (x) or (y), and any liability as transferee for which Taxes (the contest in good faith in appropriate proceedings relating sum of (t), (u), (v), (w), (x), (y), and (z) being referred to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiariesherein as a "Loss"); provided, however, that PROVIDED Seller shall have no liability for the payment of any Loss to the extent that such Loss is reflected as a Tax under clauses liability in computing Closing Stockholder's Equity and PROVIDED FURTHER that Seller shall not be liable in respect of Other Taxes described in (iii)-(ivt), (u) other than and (v) attributable to any Pre-Closing Tax Period commencing on or after January 1, 1999, but excluding any Transfer Taxes described in Section 8.03(e) ("1999 OTHER TAXES"). Buyer hereby indemnifies Seller against and agrees to hold Seller harmless from any Federal Tax or Other Income Tax imposed for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from on the reduction of tax attributes as a result Company, its Subsidiaries or any Affiliate of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closinghereinafter a "POST-CLOSING TAX"). (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no If an indemnification shall be provided obligation under this Section 8.09(b) 8.07 or otherwise for any Tax Claim as to Article 11 arises in respect of an adjustment which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect makes allowable to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party any deduction, amortization, exclusion from income or other allowance (or a group filing a Tax Return that includes "TAX BENEFIT") which would not, but for such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified lossadjustment, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Partybe allowable, then such Tax the Indemnified Party shall pay to the Tax Indemnifying Party an amount equal to the actual Tax saving produced by such Tax Benefit at the time such Tax saving is realized by the Indemnified Party. The amount of any such Tax saving for a Taxable period shall be the amount of the reduction in Taxes payable to a Taxing Authority with respect to such Tax period as compared to the Taxes that would have been payable to a Taxing Authority by the Indemnified Party in the absence of such Tax Benefit, taking into account the effect, if any, of the receipt of the indemnity payment on the MADSP. (c) For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such net Tax Savings received for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax Indemnified Partyperiod ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, net and (y) in the case of any expenses Tax based upon or related to income and gross receipts, sales or use Tax be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company and the Subsidiaries. In the case of an interest in an entity that is fiscally transparent for Tax purposes, items shall be deemed to flow through on a daily basis rather than at the close of the entity's Tax year. (d) Upon payment by any Buyer Indemnitee of any Loss, Seller shall discharge its obligation to indemnify the Buyer Indemnitee against such Loss by paying to Buyer an amount equal to the amount of such Loss; PROVIDED, HOWEVER, that if Buyer provides Seller with written notice of a Loss at least 30 days prior to the date on which the relevant Loss is required to be paid by any Buyer Indemnitee, Seller shall, if and to the extent that it is liable therefore hereunder, discharge its obligation to indemnify the Buyer Indemnitee against such Loss by paying an amount equal to the amount of such Loss to the relevant Taxing Authority. Any payment required to be made under this Section 8.07 shall be made not later than 30 days after receipt by Seller of written notice from Buyer in accordance with the foregoing proviso or stating that any Loss has been incurred by a Buyer Indemnitee and the amount thereof and of the indemnity payment requested. The payment by a Buyer Indemnitee of any Loss shall not relieve Seller of its obligation under this Section 8.07. (e) Buyer agrees to give prompt notice to Seller of any Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 8.07 (specifying with reasonable particularity the basis therefor) and will give Seller such information with respect thereto as Seller may reasonably request. Seller may, at its own expense, (i) participate in and (ii) except in the case of claims that relate to Taxes described in Section 8.07(c), upon notice to Buyer, assume the defense of any such suit, action or proceeding (including any Tax Indemnified Party audit); PROVIDED that (i) Seller shall thereafter consult with Buyer upon Buyer's reasonable request for such consultation from time to time with respect to such suit, action or proceeding (including any Tax audit) and (ii) Seller shall not, without Buyer's consent, agree to any settlement with respect to any Tax if such settlement could adversely affect the Tax liability of Buyer, any of its Affiliates or, upon the Closing, the Company or any Subsidiary. If Seller assumes such defense, (i) Buyer shall have the right (but not the duty) to participate in collecting the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller and (ii) Seller shall not assert that the Loss, or any portion thereof, with respect to which Buyer seeks indemnification is not within the ambit of this Section 8.07. If Seller elects not to assume such amountdefense, Buyer may pay, compromise or contest the Tax at issue. Seller shall be liable for the fees and expenses of counsel employed by Buyer for any period during which Seller has not assumed the defense thereof. Whether or not Seller chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (f) Seller shall not be liable under this Section 8.07 with respect to any Tax resulting from a claim or demand the defense of which Seller was not offered the opportunity to assume as provided under Section 8.07(e) to the extent Seller's liability under this Section is materially adversely affected as a result thereof. No investigation by Buyer or any of its Affiliates at or prior to the Closing Date shall relieve Seller of any liability hereunder. (g) Any claim of any Buyer Indemnitee (other than Buyer) under this Section may be made and enforced by Buyer on behalf of such Buyer Indemnitee.

Tax Indemnification. (a) Seller hereby indemnifies Buyer Subject to Section 13.03, from and its Affiliatesafter the Closing Date, including the Purchased SubsidiariesSellers, against jointly and agrees severally (for purposes of this Article XI only, the "Tax Indemnifying Parties"), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold each harmless the Purchasers and the Company and reimburse the Purchasers and the Company for the following Taxes, to the extent that such Taxes have not been paid as of them harmless from any the Closing Date and are not reflected in the determination of Working Capital: (i) Pre-Closing Tax that is an Income Tax of any of all Taxes imposed on the Purchased Subsidiaries Company or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax Purchasers as a result of becoming a partner of the Company with respect to any Purchased Subsidiary being taxable year or having been period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Company or the Purchasers as a member result of becoming a Seller Grouppartner of the Company, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); and (iii) without duplication, any liability for the payment of any Tax arising directly Taxes resulting from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax breach of the Seller representations and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described warranties in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased SubsidiariesSection 3.21; provided, however, that Seller the Tax Indemnifying Parties shall have no liability for obligation to pay, indemnify, defend or hold harmless the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including Purchasers or the Purchased Subsidiaries, and shall have no liability Company for any Taxes arising taken into account in a Post-Closing Tax Period from calculating the reduction of tax attributes as a result of the Carve Out Plan Gondola Taxes and Penalties or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after ClosingCapital Lease Taxes and Penalties. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees For purposes of this Section 11.01, in order to hold apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Tax authority to treat for all purposes the Closing Date as the last day of the taxable year or period of the Company. In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period, then, in each such case, the portion of them harmless from any Taxes that are allocable to the portion of the Interim Period ending on the Closing Date shall be: (i) any Income Tax in the case of Taxes that are based upon or related to income or receipts, deemed equal to the Purchased Subsidiaries amount that is not a Pre-would be payable if the taxable year or period ended on the Closing Tax Date; and (ii) liabilities, costs and expenses (including reasonable expenses in the case of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax Taxes not described in clause subparagraph (i)) above that are imposed on a periodic basis, including those incurred deemed to be the amount of such Taxes for the entire period (or, in the contest case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in good faith the Interim Period ending on the Closing Date and the denominator of which is the number of calendar days in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closingentire relevant period. (c) The amount of any indemnification payment made under this Subject to Section 8.09 by 11.05 and the party making an indemnification payment under limitations contained in Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or 11.03(b), payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party Parties under this Section shall pay be made within ten (10) days following written notice by any Purchaser or the Company to ASC that the Tax Indemnifying Party Parties are required to pay such amounts to the amount of such net appropriate Tax Savings received by authority; provided, however, that the Tax Indemnified Party, net of Indemnifying Parties shall not be required to make any expenses incurred payment to any Purchaser or the Company hereunder earlier than five (5) Business Days before it is due to the appropriate Tax authority. (d) All matters relating in any manner to Tax indemnification obligations and payments shall be governed exclusively by such Tax Indemnified Party in collecting such amountthis Article XI.

Tax Indemnification. In addition to, but only to the extent not duplicative of Damages actually recovered pursuant to, the indemnification obligations set forth in Section 10.1 above, until the end of each applicable statute of limitations period following the Closing Date, the Seller shall indemnify the Buyer Indemnified Persons and hold them harmless from and against any Damages resulting from or arising out of (a) Seller hereby indemnifies Buyer and its Affiliatesall Taxes (or the non-payment thereof) of, including the Purchased Subsidiaries, or imposed on or assessed against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or Target Entities, to the extent attributable to any Pre-Closing Tax that is an Income Tax Period; (b) all Taxes of, or imposed on or assessed against, any of the Target Entities (whether arising before or after the Closing Date) to the extent attributable to an event, transaction, act or omission occurring before the Purchased AssetsClosing Date; (c) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Target Entities (or any predecessor of such Target Entity) is or was a member prior to the Closing Date; (d) any and all Taxes of any Person imposed on any of the Target Entities, as a transferee or successor, by Contract (other than any Contract entered into in the ordinary course of business, the principal purpose of which is unrelated to Taxes) or pursuant to any applicable Legal Requirement, which Taxes relate to an event, transaction, act or omission occurring before the Closing Date; (e) all Taxes (including Transfer Taxes) imposed on the Target Group Members to the extent resulting from the Reorganization, and (f) all Taxes with respect to the ownership and disposition of the Transferred Interests prior to the Closing Date (including, for the avoidance of doubt, (iii) liability for any Taxes assessed against any of the payment of any Tax Target Group Members (including as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident audit adjustment pursuant to the imposition, assessment or assertion of Partnership Tax Audit Rules with respect to any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Postpartnership-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss related item attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax Period, using a “closing of the books method” as described in Section 6.10.4) that is allocable to the Transferred Interests, provided that, if applicable, in the event of any such adjustment, the Buyer shall cause the relevant Target Group Member to make an election pursuant to Code Section 6226 to have any such adjustment passed through to such entity’s members and former members for the year to which such adjustment relates, and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, withholding Taxes with respect to any event distributions or allocations to the Seller (or the Seller’s predecessors, if any)). For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement, the Seller as the Indemnifying Party under this Section 10.5 shall have the sole right, at its option and at its own expense, to control the defense of any Claim or demand arising in relation to any liability indemnified against under this Section 10.5, including to choose any counsel or representative hired to defend against such Claim or demand and matters related thereto. The Buyer shall have the right to participate in any such Claim or demand and to employ counsel at its own expense and choice for which an indemnification payment is made under Section 8.09purposes of such participation. The Seller shall keep the Buyer reasonably informed of any such Claim or demand, an amount by which shall consult with the net Tax liability Buyer regarding the conduct of, and any material positions taken in, any such Claim or demand, and shall not agree or consent to compromise or settle any such Claim or demand without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed). The Seller shall reimburse or pay the Buyer Indemnified Persons for any Taxes that are the responsibility of the Tax Seller under this Agreement within fifteen (15) Business Days after payment of such Taxes by a Buyer Indemnified Party (Person, Target Entity or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any of their respective Affiliates. For the avoidance of doubt, any Tax period indemnification payable by the Seller as a result of the indemnified loss this Section 10.5 shall be limited solely to Taxes payable by a Target Group Member or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay Taxes attributable to the ownership and disposition of Sponsor Capital during the Pre-Closing Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountPeriod.

Tax Indemnification. (a) Seller hereby indemnifies WHF Parent will indemnify, defend and hold harmless Buyer Group from and its Affiliates, including against any and all Taxes of the Purchased Subsidiaries, against and agrees to hold each of them harmless from any Acquired Subsidiaries (i) with respect to all periods ending on or prior to the Closing Date (a "Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased AssetsPeriod"), (ii) liability for with respect to any period beginning before the payment Closing Date and ending after the Closing Date, but only with respect to the portion of any Tax such period up to and including the Closing Date (such portion, a "Pre-Closing Partial Period"), or (iii) payable as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment material breach of any representation or warranty set forth in Section 3.9 (Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment matters). WHF Parent will be entitled to any net refunds of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax Taxes of the Seller and the Retained Acquired Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident interest thereon) with respect to the imposition, assessment or assertion of any Income Tax periods described in clauses (i) — and (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closingabove. (b) Buyer hereby indemnifies and EMP will indemnify, defend and hold harmless Seller Group from and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax and all Taxes of the Purchased Acquired Subsidiaries that is not a Prewith respect to all periods beginning after the Closing Date (the "Post-Closing Tax and Period"), (ii) liabilitiesany and all Taxes of the Acquired Subsidiaries with respect to any period beginning before and ending after the Closing Date, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident but only with respect to the impositionportion of such period beginning after the Closing Date (the "Post-Closing Partial Period"), assessment (iii) any and all Liability for Taxes of the Acquired Subsidiaries arising on the Closing Date after the Closing with respect to transactions other than in the ordinary course and (iv) any and all Liabilities for Taxes attributable to any elections made or assertion deemed made under Section 338 of the Code with respect to the acquisition of any Income Tax described in clause (i), including those incurred in of the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after ClosingAcquired Subsidiaries. (c) The amount Any Taxes of the Acquired Subsidiaries for a period including a Pre-Closing Partial Period and a Post-Closing Partial Period shall be apportioned between such Pre-Closing Partial Period and such Post-Closing Partial Period, based, in the case of real and personal property Taxes, on a per diem basis and, in the case of other Taxes, on the actual activities, taxable income or taxable loss of the applicable entity during such Pre-Closing Partial Period and such Post-Closing Partial Period. (d) WHF and Buyer agree to give prompt notice to each other of any indemnification payment made under this Section 8.09 by proposed adjustment to Taxes of the party making an indemnification payment under Section 8.09 (Acquired Subsidiaries for any Pre-Closing Period or any Pre-Closing Partial Period. WHF and Buyer shall cooperate with each other in the “Tax Indemnifying Party”) shall be net conduct of any Tax Savings realized by audit or other proceedings involving the party receiving Acquired Subsidiaries for such payment (periods and each may participate at its own expense, provided WHF has the “Tax Indemnified Party”) arising from right to control the incurrence of the event giving rise to such payment or payment conduct of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (such audit or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountproceeding.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Final NWC, Seller hereby indemnifies shall indemnify Company, Sub, Buyer, and each Buyer Indemnitee and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.22; (ib) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII; (c) all Taxes of Company or Sub, or relating to the business of Company or Sub, for all Pre-Closing Tax that is an Income Tax Periods; (d) all Taxes of any member of the Purchased Subsidiaries an affiliated, consolidated, combined or unitary group of which Company or Sub (or any Pre-Closing Tax that predecessor of Company or Sub) is an Income Tax attributable or was a member on or prior to the Purchased AssetsClosing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iie) liability for the payment any and all Taxes of any Tax as a result person imposed on Company or Sub arising under the principles of any Purchased Subsidiary being transferee or having been successor liability or by contract or otherwise, relating to an event or transaction occurring before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Date. Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by reimburse Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from of Company or Sub that are the reduction responsibility of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the pursuant to this Section 7.3 within ten (10) Business Days after payment of any loss attributable to such Taxes by Buyer, Company, or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after ClosingSub. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each For purposes of them harmless from this Section 7.3, (i) any Income Tax inaccuracy in or breach of the Purchased Subsidiaries that is not a Pre-Closing Tax any representation, warranty, covenant or agreement shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty, and (ii) liabilitiesin such case, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of each such representation, warranty, covenant or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification agreement shall be provided under this Section 8.09(b) or otherwise for any Tax Claim read as to which Seller provides notice to Buyer more than six years after Closingif all such qualifications were omitted therefrom. (c) Once a Loss is agreed to by Seller or finally adjudicated to be payable pursuant to this Agreement, Seller shall satisfy its obligations within thirty (30) days of such agreement or adjudication by wire transfer of immediately available funds. The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or parties hereto agree that should Seller not make full payment of any indemnification payment with respect thereto. For purposes hereofsuch obligations within such thirty (30) day period, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which payable shall accrue interest from and including the net Tax liability first day following the end of the Tax Indemnified Party thirty (or 30) day period to the date such payment has been made at a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of rate per annum equal to six percent (6%). Such interest shall be calculated daily on the indemnified loss or the amount basis of a Tax refund that is generated as a result 365 day year and the actual number of such indemnified lossdays elapsed. Buyer may elect to offset against any Deferred Consideration Payment otherwise due, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent Loss agreed to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay Seller or otherwise finally determined to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountbe payable.

Tax Indemnification. In addition to the indemnification obligations set forth in Section 9.2 above, the Securityholders shall severally indemnify the Acquiror Indemnified Persons and hold them harmless from and against any Damages resulting from or arising out of (a) Seller hereby indemnifies Buyer all Taxes (or the non-payment thereof) of Target, any Target Subsidiary or any Target Related Business for all taxable periods ending on or before the Closing Date and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each portion through the end of them harmless from the Closing Date for any Straddle Period (i) “Pre-Closing Tax that is an Income Tax Period”), (b) all Taxes of any member of the Purchased Subsidiaries an affiliated, consolidated, combined or unitary group of which Target, any Target Subsidiary or any Pre-Closing Tax that Target Related Business (or any predecessor of Target, any Target Subsidiary or any Target Related Business) is an Income Tax attributable or was a member on or prior to the Purchased AssetsClosing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (iic) liability for the payment any and all Taxes of any Tax Person imposed on Target, any Target Subsidiary or any Target Related Business as a result of transferee or successor, by contract or pursuant to any Purchased Subsidiary being Applicable Law, which Taxes relate to an event or having been transaction occurring before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for in the payment case of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliatesa), including the Purchased Subsidiaries(b), and (c) above, the Securityholders shall have no liability be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes in the final calculation of Working Capital. The Securityholders shall reimburse Acquiror for any Taxes arising in a Post-Closing Tax Period that are the responsibility of the Securityholders within fifteen (15) Business Days after payment of such Taxes by Acquiror or Target. Any indemnification of Acquiror pursuant to this Section 9.7 shall be payable from the reduction of tax attributes as a result of Escrow Amount; provided however, to the Carve Out Plan extent the Escrow Amount is insufficient (or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (iEscrow Amount has been released), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification hereunder shall nevertheless be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 payable by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) Securityholders. The Limitation and Cap shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, not apply with respect to any event for which an indemnification payment is made under Damages arising from the matters set forth in this Section 8.099.7. Notwithstanding anything to the contrary in this Agreement, an amount by which the net Tax liability Acquiror Indemnified Person shall not have any right to indemnification under this Agreement from and against any Damages or Taxes of the Tax Indemnified Party any Person that (i) are attributable to taxable periods (or a group filing a Tax Return that includes such Tax Indemnified Partyportions thereof) is actually reduced beginning after the Closing Date, (ii) are attributable to actions not in the ordinary course of business taken, or caused to be taken, by Acquiror, Target, any Target Subsidiary, or any Target Related Business, on the Closing Date (but after the Closing) not contemplated by this Agreement, or (iii) are due to the unavailability in any Tax taxable period as a result (or portion thereof) beginning after the Closing Date of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net operating losses, credits or other Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay assets or attributes that arose in a taxable period (or portion thereof) ending on or prior to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountClosing Date.

Tax Indemnification. (a) Seller hereby indemnifies will indemnify, defend and hold harmless the Buyer Group from and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-all Income Taxes of the Acquired Companies for any taxable period that ends on or before the Closing Tax that is an Income Tax Date and the portion of any of Straddle Period ending on the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased AssetsDate, (ii) liability for the payment of any Tax all Liability (as a result of Treasury Regulation Section 1.1502-6(a) or otherwise) for Income Taxes of Seller or any Purchased Subsidiary being other Person (other than any of the Acquired Companies with respect to themselves) which is or having has ever been before affiliated with any of the Acquired Companies, or with whom any of the Acquired Companies otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Tax Return, prior to the Closing and all Liability for Income Taxes of any Person (other than the Acquired Companies as to themselves) imposed on any of the Acquired Companies as a member of a Seller Grouptransferee or successor, by contract or otherwise, (iii) any and all liability for incurred by any member of the payment Buyer Group based upon the breach by Seller of any Tax arising directly from the Carve Out Plan other than a Transfer Taxrepresentation and warranty provided in Section 5.14(l), (iv) liability all Taxes for any Tax period attributable to the payment breach by Seller of any withholding Tax arising directly from the Cash Repatriation Plan, covenant or obligation under this Article XIII and (v) all liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilitiesreasonable legal, costsaccounting, expenses (including reasonable expenses of investigation and attorneys’ appraisal, consulting or similar fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings expenses relating to the impositionforegoing. Notwithstanding the foregoing, assessment Seller will not indemnify, defend or assertion hold harmless any member of the Buyer Group from any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than Liability for Taxes actually incurred by Buyer and its Affiliatesattributable to any action taken outside of the Ordinary Course of Business and, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including Buyer making an election made or deemed made by Buyer under Section 338(g) of the Code as described in Section 13.11, after the Effective Time by Buyer, any of its Affiliates (including the Acquired Companies) or any comparable provision transferee of Applicable Law. No indemnification shall be provided under this Section 8.09(a) Buyer or otherwise for any of its Affiliates (a “Buyer Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after ClosingAct”). (b) Buyer hereby indemnifies will indemnify, defend and hold the Seller and its Affiliates against and agrees to hold each of them Group harmless from and against (i) any Income except to the extent Seller is otherwise required to indemnify Buyer for such Tax pursuant to Section 12.1(a) or Section 13.8(a), all Taxes of each of the Purchased Subsidiaries that is not a Pre-Closing Tax and Acquired Companies, (ii) liabilitiesall Taxes for any Tax period attributable to the breach by Buyer of any covenant or obligation under this Article XIII, costs (iii) all Liability for Taxes or any increase in Taxes attributable to a Buyer Tax Act, and (iv) all liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closingforegoing. (c) The amount obligations of each party to indemnify, defend and hold harmless the other party and other Persons, pursuant to Sections 13.8(a) and 13.8(b), will terminate 30 days after the expiration of all applicable statutes of limitations (giving effect to any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving extensions thereof); provided, however, that such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise obligations to such payment or payment of any indemnification payment with respect thereto. For purposes hereofindemnify, “Tax Savings” means, defend and hold harmless will not terminate with respect to any event individual item as to which an Indemnified Party shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the applicable Indemnifying Party. (d) In the case of any Straddle Period: (i) Income Taxes of each of the Acquired Companies for the portion of any Straddle Period ending on the Closing Date (the “Pre-Closing Tax Period”) will be computed as if such taxable period ended as of the close of business on the Closing Date, and, in the case of any Income Taxes of any of the Acquired Companies attributable to the ownership by any of the Acquired Companies of any equity interest in any partnership or other “flowthrough” entity (other than the Acquired Companies), as if a taxable period of such partnership or other “flowthrough” entity ended as of the close of business on the Closing Date; and (ii) Income Taxes of each of the Acquired Companies for which an indemnification payment a Consolidated Tax Return is made under filed will be computed in accordance with the principles of Treasury Regulation Section 8.09, an amount by which the net Tax liability 1.1502-76 as if separate returns had been filed for each of the Acquired Companies for such Pre-Closing Tax Period and all prior taxable periods. (e) Any indemnity payment required to be made pursuant to this Section 13.8 will be paid within 30 days after the Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of makes written demand upon the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid (or would be required to be paid if no such Taxes are due) to the relevant taxing authority (including estimated Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountpayments).

Tax Indemnification. (ai) The Seller hereby indemnifies shall indemnify and hold the Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them affiliates harmless from (A) all liability for Taxes of the Sold Companies, the Subsidiaries and the Venture Entities with regard to any and all taxable periods of such Persons and Seller ending on or before the Closing Date and the portion ending on the Closing Date of any taxable period that includes (ibut does not end on) such day (the “Pre-Closing Tax that is an Income Tax Period”), (B) all Taxes arising out of or related to a breach of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assetsrepresentations and warranties set forth in Section 3.12 of this Agreement, and (iiC) all liability for the payment of any Tax (as a result of Treasury Regulation §1.1502-6(a), or any Purchased Subsidiary being similar provision of state, local or having been before the Closing a member of a Seller Group, (iiiforeign law) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax Taxes of the Seller and or any other person (other than the Retained Sold Companies, the Subsidiaries and (vior the Venture Entities) liabilitieswhich is or has been affiliated with any of the Sold Companies, costs, expenses the Subsidiaries or the Venture Entities prior to Closing (including reasonable expenses with regard to any audit of investigation and attorneys’ fees and expensesSeller which commences in 2003), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that the Seller shall not have no liability for any obligation under this Section 6.6(a)(i) to indemnify the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliatesaffiliates with respect to any of the Venture Entities (including, including without limitation, with respect to a breach of representation contained in Section 3.12 as to such Venture Entity) for Taxes in excess of the Purchased SubsidiariesBuyer’s share therein based on the Buyer’s percentage ownership interest in such Venture Entity. (ii) With respect to a taxable period which begins before and ends after the Closing Date (a “Straddle Period”), and shall have no liability for any the portion of such Taxes arising in a Postattributable to the Pre-Closing Tax Period from shall be calculated as though the reduction of tax attributes year terminated as a result of the Carve Out Plan or close of business on the Cash Repatriation PlanClosing Date; provided, furtherhowever, that Seller in the case of a Tax not based on income, receipts, proceeds, profits or similar items, such Taxes shall have no liability be equal to the amount of Tax for the payment taxable period multiplied by a fraction, the numerator of any loss attributable to or resulting which shall be the number of days from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) the beginning of the Code or any comparable provision taxable period through the Closing Date and the denominator of Applicable Law. No indemnification which shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closingthe number of days in the taxable period. (b) The Buyer hereby indemnifies and its affiliates shall indemnify the Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of affiliates for the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 Taxes incurred by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising Seller and its affiliates resulting from the incurrence consummation of the event giving rise to such payment or payment Restructuring Transactions that are in excess of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received Taxes that would have been borne by the Tax Indemnified PartySeller and its affiliates pursuant to the terms of the Original Stock Purchase Agreement if the transactions contemplated by the Original Stock Purchase Agreement (including without limitation the Buyer Elections, net as defined in the Original Stock Purchase Agreement) had been consummated in a timely manner in accordance with the terms of such agreement. Notwithstanding anything in the foregoing to the contrary, the Buyer and its affiliates shall indemnify the Seller and its affiliates for the full amount of any expenses incurred by such Tax Indemnified Party Taxes in collecting such amountthe nature of Transfer Taxes resulting from the consummation of the Restructuring Transactions that would not have been imposed if the Restructuring Transactions had not been undertaken, including, without limitation, the full amount of any stamp tax imposed on the transfer of Applied Industrial Materials (UK) Ltd. pursuant to Schedule 6.2.

Tax Indemnification. (a) Seller hereby indemnifies Buyer From and its Affiliatesafter the Closing Date, including the Purchased SubsidiariesDiageo Tax Indemnitors shall pay or cause to be paid, against and agrees to jointly and severally shall indemnify each General ▇▇▇▇▇ Tax Indemnitee and protect, save and hold each of them General ▇▇▇▇▇ Tax Indemnitee harmless from any and against the following Taxes: (i) Pre-Closing Any Tax that is an Income Tax of imposed upon or relating to Diageo or any of the Purchased Subsidiaries Continuing Affiliates for any period, including any such Tax for which any of the Business Entities (or any Non-Controlled Foreign Entity or Subsidiary thereof) may be liable (w) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), (x) as a transferee or successor, (y) by contract or (z) otherwise; A-44 <PAGE> (ii) Any Tax imposed upon or relating to any of the Business Entities for any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, Period; and (iii) liability for the payment of any Any Tax arising directly from the Carve Out Plan other than a Transfer Taximposed upon, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action (x) the Merger or prohibited action described the provisions of Section 2.13 or 2.14 hereof (except, in each case, to the extent set forth in Section 8.07 hereof7.3(b)(ii) below), including an election made or deemed made by Buyer under Section 338(g(y) any of the Code Subsidiary Purchases or (z) any restructuring undertaken in contemplation of the Merger or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closingthe Subsidiary Purchases. (b) Buyer hereby indemnifies Seller From and its Affiliates against after the Closing Date, the General ▇▇▇▇▇ Tax Indemnitors shall pay or cause to be paid, and agrees to jointly and severally shall indemnify each Diageo Tax Indemnitee and protect, save and hold each of them Diageo Tax Indemnitee harmless from and against the following Taxes: (i) Any Tax imposed upon or relating to any Income Tax of the Purchased Subsidiaries that is not a PreBusiness Entities for any Post-Closing Tax Period; and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to Any Tax imposed upon the imposition, assessment or assertion Pillsbury Stockholder on the Merger that would not have arisen but for a breach by General ▇▇▇▇▇ of any Income Tax described of the representations set forth in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing7.2. (c) The amount Except as otherwise provided in Section 7.7, payment in full of any indemnification payment made amount due to a Tax Indemnitee under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) 7.3 shall be net made to the affected Tax Indemnitee in immediately available funds at least two Business Days before the date payment of any Tax Savings realized by the party receiving Taxes to which such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment relates is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountdue.

Tax Indemnification. (a) Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of Seller shall pay or cause to be paid, shall be liable for, and shall indemnify, defend and hold each Indemnified Party harmless from and against any of Losses related to (A) Taxes imposed on or payable by the Purchased Subsidiaries Company for, or attributable to, any Pre-Closing Tax that is an Income Tax attributable Period (or for any Straddle Period, to the Purchased Assetsextent allocable (as determined pursuant to the last sentence of this Section 8.6(a)(i)) to the portion of such period ending on the Closing Date), except to the extent such Taxes (x) have been paid on or prior to the date of the Balance Sheet or are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Balance Sheet (rather than any notes thereto), (y) are taken into account in the calculation of the Adjustment Amount, or (z) arose after the date of the Balance Sheet in the ordinary course of business consistent with past practice of the Company and either (i) have been paid on or prior to the Closing or (ii) are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the payment face of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller GroupBalance Sheet (rather than any notes thereto), (iiiB) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii)Taxes, including those incurred in the contest in good faith in appropriate proceedings relating to the impositioncapital gains Taxes, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer Seller or any of its Affiliates or(other than the Company) for any Tax period, effective upon Closing, (C) the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment unpaid Taxes of any Tax under clauses Person (iii)-(iv) other than for Taxes actually the Company) as a transferee or successor, by contract, or otherwise, and (D) any and all Losses incurred by Buyer and its Affiliates, including an Indemnified Party to the Purchased Subsidiaries, and shall have no liability for any Taxes extent arising in a Post-Closing Tax Period from the reduction out of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action the breach of an agreement or prohibited action described covenant made in Section 8.07 hereof, including an election made Sections 8.1(b)(xviii) or deemed made 8.6 by Buyer under Section 338(g) Seller. For purposes of the Code or preceding sentence, in the case of any comparable provision Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of Applicable Law. No indemnification such Tax that relates to the portion of such Tax period ending on the Closing Date shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) in the case of any Income Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the Purchased Subsidiaries that number of days in the Tax period ending on the Closing Date and the denominator of which is not a Pre-Closing the number of days in the entire Tax period, and (ii) liabilitiesin the case of any Tax based upon or related to income or receipts, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident be deemed equal to the imposition, assessment or assertion amount which would by payable if the relevant Tax period ended on the Closing Date. (ii) Payment in full of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by amount due from Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”8.6(a) shall be net made by Seller to the affected party in immediately available funds at least two (2) Business Days before the date payment of any Tax Savings realized by the party receiving Taxes to which such payment relates is due, or, if no Tax is payable, within fifteen (the “Tax Indemnified Party”15) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment days after written demand is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes for such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountpayment.

Tax Indemnification. (a) Seller hereby indemnifies DuPont's Indemnification of Buyer. DuPont shall --------------------------------- indemnify Buyer and its Affiliates, including the Purchased SubsidiariesAffiliates and hold them harmless from, against and agrees to hold each of them harmless from any in respect of, without duplication, (i) any Taxes of the Transferred Business Companies (a) DuPont shall be credited for any estimated or other similar Tax payments made or accrued by DuPont, any of the Transferred Business Companies, or any of their Subsidiaries on or before the Closing Date; and provided further that, except as otherwise provided by Section 6.4(b)(i), -------- ------- DuPont shall be liable for Taxes of a Controlled Foreign Subsidiary or DPL for a Pre-Closing Tax Period only to the extent that is the aggregate amount of such Taxes exceeds $300,000 (the "Foreign Tax Threshold Amount"); (iv) any U.S. ---------------------------- federal, state and local Taxes resulting from the Section 338(g) and Section 338(h)(10) elections (or any comparable elections under state or local Tax law) contemplated by Section 6.6(d) of this Agreement; (v) all liability for reasonable legal fees and expenses for any item attributable to an Income Tax item described in this Section 6.1(a); (vi) any income, franchise or other similar Taxes resulting from the allocation of any income, gain, loss, deduction and credit of the Purchased Subsidiaries or DPC to its partners for any Pre-Closing Tax that Period; and (vii) any Transfer Taxes for which DuPont is an Income Tax attributable to responsible under Section 6.5 hereof. Notwithstanding the Purchased Assetsforegoing, (ii) DuPont shall not indemnify and hold harmless Buyer and its Affiliates from any liability for the payment of Taxes directly related to any Tax as a result of any Purchased Subsidiary being action taken on or having been before after the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered Date by Buyer or any of its Affiliates or(other than any such action expressly required or permitted by this Agreement or required by applicable law) (a "Buyer Tax Act"). ------------- (b) Buyer's Indemnification of DuPont. Buyer shall, effective upon Closing--------------------------------- and shall cause the Transferred Business Companies to, indemnify DuPont and its Affiliates and hold them harmless from, against and in respect of, without duplication, (i) any Taxes of the Purchased Subsidiaries; provided, however, that Seller shall have no liability Transferred Business Companies for any taxable period beginning after the payment Closing Date and the portion of any Tax under clauses Straddle Period beginning after the Closing Date (iii)-(ivcomputed in accordance with Section 6.2 hereof) other than for Taxes actually incurred by Buyer and its Affiliates(each, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a "Post-Closing Tax Period Period"); (ii) any income, franchise or other ----------------------- similar Taxes resulting from the reduction allocation of tax attributes as a result income, gain, loss, deduction and credit of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable DPC to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise its partners for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a PrePost-Closing Tax and Period; (iiiii) liabilities, costs all liability for Taxes directly related to a Buyer Tax Act; (iv) all liability for reasonable legal fees and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident for any item attributable to the imposition, assessment or assertion of any Income Tax an item described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b6.1(b); (v) or otherwise any Taxes of Controlled 100 Foreign Subsidiaries for which DuPont is not liable pursuant to Section 6.1(a); (vi) any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, Taxes with respect to the Transferred Equipment attributable to any event Post-Closing Tax Period; and (vii) any Transfer Taxes for which an indemnification payment Buyer is made responsible under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount6.5 hereof.

Tax Indemnification. The Transferor and hereby agrees to ------------------- pay, and to indemnify the Company from and against, any taxes which may at any time be asserted in respect of this transaction or the subject matter hereof or any funding agreement or the subject matter thereof (aincluding, without limitation, any sales, gross receipts, general corporation, personal property, privilege or license taxes, but not including any federal or (except as provided below) Seller hereby indemnifies Buyer other income taxes imposed upon the Company, with respect to its net income or profits arising out of the transactions contemplated hereby), whether arising by reason of the acts to be performed by the Transferor hereunder or imposed against the Transferor or the Company, the property involved or otherwise. If any tax, fee or similar charge measured by net income or profits is imposed or with respect to any payment for the account of the Company provided for in this Agreement by any State or political subdivision thereof (other than income taxes of the Company), the Transferor will, upon demand by the Company, pay an amount necessary to make the Company whole, taking into account any tax consequences to the Company of the payment of such tax and its Affiliatesthe receipt of the indemnity provid- ed for by this Section 8.2, including the Purchased Subsidiaries, against and agrees to hold each effect of them harmless from any (i) Pre-Closing Tax that such tax or refund on the amount of tax measured by net income or profits which is an Income Tax of any of or was payable by the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred Company in the contest jurisdiction in good faith in appropriate proceedings relating to the impositionwhich its principal executive office is located, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability if the Company enters into agreements for the payment transfer -------- ------- of interests in receivables from Other Transferors, the Company shall allocate among the Transferor and such Other Transferors any Tax amounts owing under clauses this Section 8.2 which are attributable to the Transferor or to the Other Transferors (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan"Section 8.2 Costs"); provided, further, that Seller shall have no liability for the payment of any loss if such Section 8.2 ----------------- -------- ------- Costs are attributable to or resulting from the Transferor and not attributable to any action or prohibited action described in Section 8.07 hereofOther Transferor, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification Transferor shall be provided under this solely liable for such Section 8.09(a) 8.2 Costs or otherwise for any Tax Claim (as defined below) as if such Section 8.2 Costs are attributable to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller Other Transferors and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident attributable to the impositionTransferor, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification Other Transferors shall be provided under this solely liable for such Section 8.09(b) or otherwise for 8.2 Costs; and provided, further, that such Section 8.2 Costs -------- ------- shall include any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by amounts the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall Company must pay to the Tax Indemnifying Party Liquidity Bank pursuant to the amount of such net Tax Savings received by the Tax Indemnified Party, net Liquidity Facility on account of any expenses incurred by such Tax Indemnified Party tax described in collecting such amountthis Section 8.2 and applicable to the Liquidity Bank.

Tax Indemnification. (aA) In addition to any of the other indemnification obligations arising under this Agreement, Seller hereby indemnifies Buyer agrees upon the terms and its Affiliatesconditions and in accordance with the procedures set forth in this Agreement, including to indemnify, defend and hold the Purchased Subsidiaries, against and agrees to hold each of them Seller Indemnitees harmless from and against any Losses that any of the Seller Indemnitees shall incur or suffer, regardless of any Knowledge of Buyer of such Loss or Losses at the time of the Closing, resulting from or relating to (1) any and all liability for Taxes (i) of the Companies related to any taxable period ending on or prior to the Closing Date and the portion ending on the Closing Date of any taxable period that includes (but does not end on) such day ("Pre-Closing Tax that is an Income Tax of any of Period") but only to the Purchased Subsidiaries or any extent such Taxes have not been accrued for on the Final Closing Balance Sheet and (ii) attributable to Pre-Closing Tax that is an Income Tax Periods which result from the Elections contemplated by Section 8.8 of this Agreement, and (2) any enforcement of this indemnity. Notwithstanding the foregoing, Seller shall not indemnify any Seller Indemnitee from any liability for Taxes attributable to any action taken after the Purchased AssetsClosing by Buyer, any of its affiliates (including any of the Companies), (other than any such action expressly required by applicable law or by this Agreement) (a "Buyer Tax Act") or attributable to a breach by Buyer of its obligations under this Agreement (including but not limited to Buyer's covenants under Article 8 of this Agreement). In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("property Taxes") of the Companies for the Pre-Closing Tax Period shall be equal to the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Companies (other than property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. (B) Buyer hereby agrees upon the terms and conditions and in accordance with the procedures set forth in this Agreement to indemnify, defend and hold the Buyer Indemnitees harmless from and against any Loss or Losses that any of the Buyer Indemnitees shall incur or suffer, resulting from or relating to (1) any and all liability for Taxes (i) of the payment of Companies related to any Tax as a result of any Purchased Subsidiary being or having been taxable period ending after the Closing Date (except to the extent such taxable period began before the Closing a member of a Seller GroupDate, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion which case Buyer's indemnity will cover only that portion of any such TaxTaxes that are not for the Pre-Closing Tax Period) and (ii) attributable to a Buyer Tax Act or to a breach by Buyer of its obligations under this Agreement (including but not limited to Buyer's covenants under Article 8 of this Agreement), and (2) any enforcement of this indemnity. (C) If a claim with respect to Taxes shall be made by any taxing authority, which, if successful, might result in an indemnity payment to an indemnified party pursuant to Section 13.8(A) or 13.8(B), the party receiving such claim shall promptly notify the other party in writing of such claim (a "Tax Claim"). If the indemnified party receives notification of a Tax Claim and fails to notify the indemnifying party within a sufficient period of time to allow the indemnifying party to effectively contest such Tax Claim, or in reasonable detail to apprise the indemnifying party of the nature of the Tax Claim, in each case incurred or suffered by Buyer taking into account the facts and circumstances with respect to such Tax Claim, the indemnifying party shall not be liable to the indemnified party, any of its affiliates or any of their respective officers, directors, agents or employees to the extent that indemnifying party's position is actually prejudiced as a result thereof. With respect to any Tax Claim relating solely to a Pre-Closing Tax Period, Seller shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its Affiliates orsole discretion pursue or forego any and all administrative appeals, effective upon Closingproceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or con▇▇▇t the Tax Claim in any permissible manner. Seller, the Purchased Subsidiaries; providedCompanies, howeverand each of their respective affiliates shall cooperate with Buyer in contesting any Tax Claim, that Seller which cooperation shall have no liability for include the payment retention until the applicable statute of limitations has expired and (upon Buyer's request) the provision to Buyer of records and information which are reasonably relevant to such Tax Claim, and making their employees available on a mutually convenient basis to provide additional reasonably relevant information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax under clauses Claim. The Buyer, the Companies and each of their respective affiliates shall cooperate with Seller on the same basis as provided for in the preceding sentence. In no case shall Buyer, the Companies, or any of their respective officers, directors, agents or employees settle or otherwise compromise any Tax Claim relating to a Pre-Closing Tax Period (iii)-(ivexcluding Straddle Periods) other than for Taxes actually incurred by Buyer and its Affiliateswithout Seller's prior written consent. Likewise, including in no case shall Seller, the Purchased SubsidiariesCompanies, and shall have no liability for or any Taxes arising in of their respective officers, directors, agents or employees settle or otherwise compromise any Tax Claim relating to a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g(excluding Straddle Periods) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closingwithout Buyer's prior written consent. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.

Tax Indemnification. (a) Seller hereby indemnifies Buyer Sellers shall indemnify and its Affiliateshold harmless (freistellen) Purchaser, including or at the Purchased Subsidiarieselection of Purchaser, against the respective Target Group Company from and agrees to hold each of them harmless from any against: (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes relating to time periods prior to or arising in a Post-on the Closing Tax Period from Date (for the reduction avoidance of tax attributes as a result doubt for interest and penalties also for the period after the Closing Date if they are assessed on Taxes until and including the Closing Date), whereby such indemnification shall only apply if Taxes are actually levied on any of the Carve Out Plan Target Group Companies or the Cash Repatriation Plan; provideda legal successor, furtherbut not, that Seller shall have no liability for the payment avoidance of doubt, if any increased taxable income may be set-off against tax loss attributable carry forwards until the Closing Date; with respect to or Taxes payable for a Tax period (Veranlagungszeitraum/Erhebungszeitraum) which begins prior to the Closing Date and which ends after such date (a “Straddle Period”), the portion of such Taxes allocable to the period prior to the Closing Date shall be computed as if this period until Closing Date was a separate fiscal year (however with respect to interest/ Tax loss carry forwards and ongoing Tax losses the transactions contemplated by this Agreement and a potential forfeiture of those losses shall be considered in such a Straddle Period); and (ii) any damage resulting from any action or prohibited action described a breach of the Tax warranty provided in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing8.20. (b) Buyer hereby indemnifies Seller Seller’s obligation set out in Section 7.1(a) does not apply if and its Affiliates against and agrees to hold each of them harmless from the extent such Taxes: (i) have been paid by any Income Target Group Company before Closing or accrued for as Tax liabilities/provisions in the Closing Accounts irrespective of whether such liability or provision relates to the Purchased Subsidiaries that is not a Pre-Closing Tax and specific Taxes giving rise to such claim; (ii) liabilitieshave been recovered, costs and expenses (including or are recoverable through commercially reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the impositionefforts, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller Purchaser or any of its Affiliatesthe Target Group Companies from any third party (particularly under an insurance policy), but only in the net amount after Taxes in case the recovery is taxable; (iii) result from a change of accounting methods for Taxes or practices for Taxes by Purchaser or Target Group Companies after the Closing Date that A.Prot. 2014/125 CuS 49 relate to the period before the Closing Date unless such change, Taxation or practice is required by Law for periods prior to the Closing Date; (iv) are the result of any reorganization, restructuring, transformation, change of corporate form or action of Purchaser and/or the Target Group Companies after the Closing Date with retroactive effect prior to the Closing Date; (v) correspond to or can be offset against reductions, refunds or any other kind of savings of Taxes, inter alia, due to the lengthening of depreciation periods or higher depreciation allowances or from a transfer of taxable items or events from one calendar or fiscal year into another or from one legal entity to another (together the “Tax Benefits”); provided it being understood that no indemnification the net present value of the Tax Benefit shall be provided considered if it materializes within five (5) years after the Closing Date and that the net present value shall be calculated on the basis of the Tax rates applicable at the Closing Date and an applied discount factor of five (5) per cent per annum. For the avoidance of doubt: (i) quasi permanent effects; (ii) any Tax Benefits that relate to a step-up triggered by the execution or consummation of this Agreement and/or the termination of the Silent Partnership; and (iii) a reduction of the step-up which otherwise would have been triggered by the execution or consummation of this Agreement and/or the termination of the Silent Partnership shall not be considered; (vi) the respective Taxes have been caused by a material non-compliance of any Target Group Company, Purchaser, or any of their Affiliates after the Closing Date with the procedures set forth under this Section 8.09(bAgreement; or (vii) result from income that may be offset against a loss-carry back or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closingloss carry forward available at the level of the relevant Target Group Company and generated in periods or portions thereof ending on or before the Closing Date. (c) The Indemnification payments made by Sellers under Section 7.1(a) shall become due on the tenth (10th) Business Day after Sellers’ receipt of Purchaser’s written notice that a Tax liability to be indemnified has occurred (including notification about the corresponding payment date and a copy of the underlying Tax assessment or payment order), but in no case earlier than ten days before the date at which the underlying Tax becomes due for payment. Purchaser shall procure at Seller’s cost that the Target Group Companies undertake commercially reasonable efforts at Sellers’ expense to achieve a deferred payment date, in par- A. Prot. 2014/125 CuS 50 ticular but not limited to the application for a suspension of enforcement of tax payment obligation or equivalent application in foreign jurisdiction, to the extent legally available, unless instructed otherwise by Sellers. If the amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event Taxes for which an indemnification payment has been made is made under Section 8.09subsequently reduced, an amount by which the net Tax liability of difference between the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of higher indemnification payment and the indemnified loss or the lower amount of a Tax refund that is generated as a result of such indemnified lossTaxes shall be reimbursed by Purchaser to Sellers, including all interests after Taxes (net) related thereto. Section 7.4(c) and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party Section 10.10 shall pay apply mutatis mutandis to the Tax Indemnifying Party existence of over indemnification and the amount reimbursement obligation of such net Tax Savings received by the Tax Indemnified Party, net Purchaser. (d) Any payments made pursuant to this Section 7.1 shall be made free of any expenses incurred withholding or deduction save where such withholding or deduction is required by such Tax Indemnified Party in collecting such amountLaw.

Tax Indemnification. (a) Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Notwithstanding anything in this Agreement to the contrary, Seller shall indemnify Buyer and hold it harmless from and against (A) any liability for Taxes (other than Buyer’s share of Transfer Taxes pursuant to Section 6.9(c)(iv)) with respect to the Acquired Assets, Taxes of the Transferred Subsidiaries and any Taxes of Seller imposed with respect to the Transferred Entities, in each case for all Pre-Closing Tax that is an Income Periods, (B) all Tax liability resulting by reason of the several liability of the Transferred Subsidiaries pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of foreign state or local law or by reason of the Transferred Subsidiaries ever having been a member of any consolidated, combined or unitary group on or prior to the Closing Date, (C) all Taxes payable as a result of a breach of any representation or warranty contained in Section 4.10 and (D) any liability for its share of Transfer Taxes pursuant to Section 6.9(c)(iv). (ii) The Acquirors shall indemnify Seller and hold it harmless from and against (A) any liability for Taxes with respect to the Acquired Assets, the Transferred Entities and the Transferred Subsidiaries for all Post-Closing Tax Periods, (B) any liability for its share of Transfer Taxes pursuant to Section 6.9(c)(iv) and (C) any liability for Taxes directly attributable to a breach by Buyer of its obligations under the Agreement. (iii) In the case of a Straddle Period, Buyer and Seller shall, to the extent permitted by applicable law, elect with the relevant taxing authority to treat such taxable period for all purposes as a short taxable period ending as of the Purchased Subsidiaries or close of the Closing Date. In any case where applicable law does not permit such an election to be made, Taxes of the Business for the Straddle Period shall be allocated to the Pre-Closing Tax Period using an interim closing-of-the-books method assuming that is an Income Tax attributable to such taxable period ended at the Purchased Assets, (ii) liability for the payment close of any Tax as a result of any Purchased Subsidiary being or having been before the Closing Date, except that (A) exemptions, allowances or deductions that are calculated on an annual basis (such as the deduction for depreciation) shall be apportioned on a member per-diem basis and (B) real property, personal property, intangibles and other similar ad valorem taxes shall be allocated in accordance with the principles of a Seller Group, (iiiSection 164(d) liability for of the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, Code. (iv) liability The parties hereto agree that, notwithstanding any provision to the contrary herein or in the Ancillary Agreements, Seller shall bear all Transfer Taxes up to $5,000,000 in the aggregate and all Transfer Taxes in excess of $5,000,000 shall be borne 50% by Buyer and 50% by Seller. Notwithstanding the foregoing, if and to the extent that the Transfer Taxes actually incurred exceed the Transfer Taxes that would have been incurred if the Assets were sold to Buyer entirely for cash, Seller shall bear the payment amount of any withholding such excess Transfer Taxes. Seller shall prepare and timely file all Tax arising directly from the Cash Repatriation PlanReturns relating to such Taxes except for such returns that are legally required to be filed by Buyer, in which case Buyer will prepare and file such returns. (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident Notwithstanding anything in this Agreement to the impositioncontrary, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability under this Agreement in respect of Taxes of the Business which are attributable to any action of the Transferred Subsidiaries and Transferred Entities, the Acquirors or any of their respective affiliates with respect to any Straddle Period that occurs after the Closing. (vi) The parties hereto agree that any payments made pursuant to the indemnification provisions in this Section 6.9 or in Article IX are intended to be deemed to be an adjustment to the Cash Purchase Price and shall take no position to the contrary for the payment of any Tax under clauses (iii)-(iv) other than for purpose; provided however, that to the extent that any taxing authority successfully characterizes, in a Final Determination, that any indemnification payments shall be deemed to be income to the party receiving such payments, then the party making such payments shall pay an additional amount to the party receiving such payments to cover appropriate Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiariesthereon, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have in no liability event be liable to indemnify or reimburse for any adjustment to the payment basis of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period asset as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay adjustment to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountCash Purchase Price under this Section 6.9.

Tax Indemnification. (a) Seller hereby indemnifies Buyer The Stockholders covenant and its Affiliatesagree, including severally but not jointly, to pay, and to indemnify, defend, and hold harmless the Purchased SubsidiariesBuyer, the Surviving Corporation, and any of their Affiliates from and against and agrees to hold each all Losses relating to, or arising out of them harmless from any (i) Pre-any breach or inaccuracy of any representation or warranty relating to Taxes made by the Company in this Agreement as of the Closing Tax Date (except in the case of any such representation or warranty that is an Income Tax made as of any a specific date, the breach or inaccuracy of the Purchased Subsidiaries such representation or any Pre-Closing Tax that is an Income Tax attributable warranty to the Purchased Assetsbe true and correct as of such date), (ii) liability all Taxes of the Company and its Subsidiaries (or the non-payment thereof) for the payment of any Tax as a result of any Purchased Subsidiary being taxable periods (or having been portions thereof) ending on or before the Closing a member Date (taking into account the allocation provisions of a Seller GroupSection 8.1(a) in the case of Straddle Periods), except to the extent such Taxes were treated as current liabilities of the Company or any of its Subsidiaries for purposes of calculating Final Net Working Capital, (iii) liability for all Taxes required to be paid by the payment Company or any of its Subsidiaries after the Closing Date by reason of the Company or any Tax arising directly from of its Subsidiaries (or any predecessor of the Carve Out Plan other than Company or any of its Subsidiaries) having been a Transfer Taxmember of an Affiliated Group on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local, or foreign law rule or regulation, (iv) liability for the payment all Taxes of any withholding Tax arising directly from Person (other than the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer Company or any of its Affiliates or, effective upon Closing, Subsidiaries) required to be paid by the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller Company or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) Subsidiaries as a transferee or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by successor, where the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss Company or the amount of a Tax refund that applicable Subsidiary for such Taxes is generated as a result of such indemnified lossattributable to an event or transaction occurring before the Closing Date, and (v) all Transfer Taxes for which the Stockholders are responsible under Section 8.2. To the extent that any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Buyer Indemnified Party shall pay be entitled to the Tax Indemnifying indemnification hereunder for any Losses pursuant to this Section 8.3, then each Stockholder party hereto shall indemnify such Buyer Indemnified Party for the amount of such net Tax Savings received Loss multiplied by a fraction, the Tax Indemnified Partynumerator of which is the cash Merger Consideration actually paid to such Stockholder hereunder, net and the denominator of which is the aggregate cash Merger Consideration actually paid to all Fully Diluted Common Holders (it being acknowledged and agreed that such indemnification obligation is several and not joint as among the Stockholders). Notwithstanding anything to the contrary herein, in no event shall any expenses incurred by such Tax Person have any indemnification or other obligations pursuant to, under or in respect of this Agreement or any Ancillary Agreement in excess of the amount of cash Merger Consideration actually paid to such Person hereunder, and the total amount that any Buyer Indemnified Party shall be entitled to indemnification hereunder for any Losses pursuant to this Section 8.3 shall not, in collecting such amountany event, exceed the aggregate Merger Consideration. The indemnification obligations pursuant to this Section 8.3 shall survive the Closing and shall continue in full force and effect until the expiration of the applicable statute of limitations.

Tax Indemnification. (a) The Seller hereby indemnifies shall indemnify and hold the Buyer and its harmless from all liability for Taxes of Seller, any of Seller’s Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer Company or any of its Subsidiaries with regard to any taxable period ending on or before the Closing Date (the “Pre-Closing Period”) and the portion ending at 11:59 p.m., Houston, Texas time, on the day immediately prior to the Closing Date of any taxable period that begins before and ends on or after the Closing Date (a “Straddle Period”), and, as to Seller or Seller Affiliates oronly, effective upon for any period before or after Closing, the Purchased Subsidiaries; provided, however, that neither the Company nor any of its Affiliates shall constitute a Seller shall have no liability for Affiliate after the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees With respect to hold each a Straddle Period, the portion of them harmless Taxes attributable to the portion of such taxable period beginning before the Closing Date shall be calculated as though the tax year terminated as of 11:59 p.m., Houston, Texas time, on the day immediately prior to the Closing Date; provided, however, that in the case of a Tax not based on income, receipts, proceeds, wages, profits or similar items, such Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from (i) any Income Tax the beginning of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses taxable period through the end of investigation and attorneys’ fees and expenses) arising out of or incident the day immediately prior to the imposition, assessment or assertion Closing Date and the denominator of any Income Tax described in clause (i), including those incurred which shall be the number of days in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closingtaxable period. (c) The amount Buyer shall indemnify and hold the Seller harmless from and against any and all Taxes of, or pertaining or attributable to, the Company or any of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, its Subsidiaries with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (taxable period or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount portion of a Straddle Period that begins at 11:59 p.m., Houston, Texas time, on the day immediately prior to the Closing Date. (d) The indemnities provided in this Section 10.1 shall survive the Closing for a period of 60 days following the applicable statutes of limitation plus any extensions or waivers thereof. (e) The Tax refund that is generated as a result of such indemnified lossindemnification rights, obligations, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment procedures set forth in this Article X shall in no way be limited or modified by the Tax Indemnifying Party, then such Tax Indemnified Party indemnification provisions of Article IX. (f) The Parties agree that the indemnification provisions set forth in this Article X shall pay not apply to any amounts to the Tax Indemnifying Party extent such amounts are accounted for in the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountFinal Adjustment Statement.

Tax Indemnification. (a) Except to the extent treated as a liability in Closing Working Capital or as Closing Indebtedness, Seller hereby indemnifies and ExchangeCo shall indemnify, jointly and severally, the Company Group, Buyer and its Affiliates, including the Purchased Subsidiaries, against their Affiliates from and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing.against: (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax Loss attributable to any breach of the Purchased Subsidiaries that is not a Pre-Closing Tax and or inaccuracy in any representation or warranty made in Section 3.25; (ii) liabilitiesany Loss attributable to any breach or violation of, costs or failure to fully perform, any covenant, agreement, undertaking or obligation of Seller, ExchangeCo or their Affiliates in Article VI; (iii) all Indemnified Taxes; (iv) reasonable out-of-pocket fees and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident attributable to the imposition, assessment or assertion of any Income Tax item described in clause (i), including those incurred (ii) or (iii). Seller and ExchangeCo shall pay (x) any such Taxes Seller or ExchangeCo is responsible for which are reportable on a Tax Return due after the Closing Date at the time and in the contest manner specified in good faith in appropriate proceedings relating Section 6.01(c), and (y) any other Taxes for which it is responsible to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided pay under this Section 8.09(b) 6.03 upon a determination that Tax is payable or otherwise on written demand, whichever is later, subject to Section 6.10. Seller and ExchangeCo shall not be liable for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 6.03 until the aggregate amount of all Losses in respect of indemnification under this Section 6.03 exceeds Ten Thousand Dollars ($10,000), in which event Seller and ExchangeCo shall be required to pay or be liable for all such Losses from the first dollar. The indemnification provided by the party making an indemnification payment under Seller and ExchangeCo pursuant to Section 8.09 (the “Tax Indemnifying Party”6.03(a) shall be net of not exceed Five Hundred Thousand Dollars ($500,000). Securities Purchase Agreement 74 Project Acorn (b) Except to the extent treated as an asset in Closing Working Capital, Buyer shall indemnify the Seller and its Affiliates from and hold them harmless against any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect Loss attributable to any event for which an breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation of Buyer or its Affiliates in Article VI. The indemnification payment is made under provided by Buyer pursuant to Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party 6.03(b) shall not exceed Five Hundred Thousand Dollars (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount$500,000).

Tax Indemnification. (a) Seller hereby indemnifies Buyer From and after the Closing Date, each Major Shareholder (other than the SS Group) (severally and neither jointly nor jointly and severally) agrees that it shall indemnify and hold harmless PubCo, its Affiliates, and each present and former director and officer of PubCo (each an “Indemnified Person”) against any costs or expenses (including the Purchased Subsidiariesreasonable attorneys’ fees), against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries Taxes, judgments, fines, losses, claims, damages or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax liabilities incurred directly as a result of any Purchased Subsidiary being or having been before order under the Closing IT Act issued by the Taxation Authorities raising a member demand in relation to Transaction Tax in respect of such Major Shareholder (a “Transaction Tax Claim” and any proceedings in relation to such Transaction Tax Claim herein referred to as a “Tax Proceeding”). For the avoidance of doubt, it is clarified that a Transaction Tax Claim under this Clause in respect of a Seller Group, Major Shareholder (iiithe “Indemnifying Seller”) liability for shall not make any other Major Shareholder liable in respect of such Transaction Tax Claim and PubCo shall have the payment of any Tax arising directly right to claim only from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment Indemnifying Seller in respect of any withholding such Transaction Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after ClosingClaim. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees If any Taxation Authority issues a written communication to hold each of them harmless from the Indemnified Person in connection with any Transaction Tax Claim, (i) any Income hereinafter, referred to as the “Tax Notice”), then PubCo shall give written notice of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident same to the imposition, assessment Indemnifying Seller (along with a copy thereof) promptly within three (3) Business Days and in any case at least ten (10) Business Days before the response to the Tax Notice is required or assertion such shorter period within which a response to the Tax Notice is required after receipt of any Income such Tax described in clause Notice (ithe “Tax Notice Confirmation”), including those incurred provided that a failure to provide, or delay in providing, such Tax Notice Confirmation shall not relieve the contest in good faith in appropriate proceedings relating Indemnifying Seller of its indemnification obligations hereunder except to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by extent that the Indemnifying Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closingis actually prejudiced thereby. (c) The amount Within earlier of any indemnification payment made fifteen (15) days following the receipt of the Tax Notice Confirmation or such other shorter time period set out under this Section 8.09 by the party making an indemnification payment under Section 8.09 Tax Notice (the “Tax Seller First Response Period”), the Indemnifying Party”) Seller shall be net of any Tax Savings realized have the right, exercisable by the party receiving such payment giving written notice (the “Tax Indemnified PartyDefense Notice”) arising from to PubCo, to conduct all matters in connection with the incurrence Tax Notice, defend any Tax Proceeding and/or Transaction Tax Claim, take charge of the event giving rise to such payment or payment conduct of any indemnification payment appeal, writ process, dispute, review or compromise, and take control of any communications with any Taxation Authority, in respect thereto. For purposes hereofof such Tax Proceeding and/or Transaction Tax Claim (any such action to so conduct, defend, or take charge or control, “Tax SavingsDefend” meansor “Defense Actions”), with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which at the net Tax liability cost of the Indemnifying Seller. In the event that the Indemnifying Seller delivers a Defense Notice, the Indemnifying Seller shall be entitled to conduct all Defense Actions in connection with the Tax Indemnified Party (Notice, Tax Proceeding and/or Transaction Tax Claim, including filing any objections, proceedings, applications, or a group filing a Tax Return appeals in respect thereof, and all other actions that includes the Indemnifying Seller may deem reasonably necessary in this regard and PubCo shall afford reasonable cooperation in such Defense Actions undertaken by the Indemnifying Seller. In the event that the Indemnifying Seller exercises its right to Defend any such Tax Indemnified Party) is actually reduced in any Notice, Tax period as a result of the indemnified loss or the amount of a Proceeding and/or Transaction Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.Claim:

Tax Indemnification. (a) Seller hereby indemnifies Buyer From and its Affiliatesafter the Closing Date, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable subject to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller limitations set forth in Section 7.05 and the Retained Subsidiaries provisions of Section 7.09, Sellers, jointly and (vi) liabilitiesseverally, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, stockholders, members, partners, agents and representatives and their respective successors and assigns (the “PURCHASER INDEMNITEES”) against and agrees to hold each of them harmless from (i) any Income Tax all liability for Taxes of the Purchased Company and its Subsidiaries for the Pre-Closing Tax Period, (ii) all liability for Taxes of the Company and its Subsidiaries for the Straddle Period or the Post-Closing Tax Period to the extent that is not the relevant action which causes the Tax occurred in a Pre-Closing Tax Period (excluding a Pre-Closing period injection of capital which results in a reduction of the tax losses carry forwards), (iii) all liability for Income Taxes of Sellers or any other Person which is or has been affiliated with Sellers (other than the Company or any of its Subsidiaries), and (iv) all liability for reasonable legal fees and expenses attributable to any item in clauses (i) through (iii) above. Notwithstanding the foregoing, Sellers shall not indemnify and hold harmless a Purchaser Indemnitee from any liability for Taxes attributable to any action taken on or after the Closing Date by the Purchaser, any of its Affiliates (including the Company or any of its Subsidiaries), or any transferee of Purchaser or any of its Affiliates (other than any such action expressly required by Applicable Law or by this Agreement) (a “PURCHASER TAX ACT”) or attributable to a breach by the Purchaser of its obligations under this Agreement. (b) From and after the Closing Date, subject to the limitations set forth in Section 7.05 and the provisions of Section 7.09, the Purchaser shall indemnify Sellers and their Affiliates and each of their respective officers, directors, employees, stockholders, members, partners, agents and representatives and their respective successors and assigns (the “SELLER INDEMNITEES”) against and hold them harmless from (i) all liability for Taxes of the Company and its Subsidiaries other than Taxes described in 7.01(a)(i) through (iv), (ii) liabilitiesall liability for Taxes attributable to a Purchaser Tax Act or to a breach by the Purchaser of its obligations under this Agreement, costs and (iii) all liability for reasonable legal fees and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident attributable to the imposition, assessment or assertion of any Income Tax described item in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing(ii) above. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.

Tax Indemnification. (a) Seller hereby indemnifies Buyer From and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before after the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon ClosingDate, the Purchased Subsidiaries; provided, however, that Seller Stockholders shall have no liability for indemnify and hold harmless the payment of Buyer Indemnified Persons from and against any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiariesimposed on, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation attorneys' and attorneys’ accountants' fees and expenses) arising out incurred by, any Buyer Indemnified Person (i) with respect to Taxes of the Company and its Subsidiaries for any taxable period ending on or incident prior to the impositionClosing Date (a "Pre-Closing Period") (except with respect to Taxes actually withheld or collected from employee wages and in the Company's possession pending payment to a Governmental Authority as of the Closing Date as set forth on Schedule 9.01(a), assessment an estimate of which is provided in the Disclosure Schedule to be updated at the Closing) (with no duplication for amounts previously paid to the Buyer under Section 2.15); (ii) with respect to Taxes of the Company and its Subsidiaries for any taxable period beginning before the Closing Date and ending after the Closing Date (a "Straddle Period") (except with respect to Taxes actually withheld or assertion collected from employee wages and in the Company's possession pending payment to a Governmental Authority as of the Closing Date as set forth on Schedule 9.01(a), an estimate of which is provided in the Disclosure Schedule to be updated at the Closing), but only with respect to the portion of such Straddle Period ending on and including the Closing Date and in the manner provided in Section 9.01(b) hereof (such portion, a "Pre-Closing Straddle Period") (with no duplication for amounts previously paid to the Buyer under Section 2.15); (iii) with respect to Transfer Taxes as described in Section 9.03; and (iv) as a result of any Income breach or inaccuracy in any representation contained in Section 3.10 of this Agreement (which, for avoidance of doubt, shall survive for 30 months after the Closing) or any covenant set forth in this Article IX. The indemnification obligation of the Stockholders pursuant to this Section 9.01(a) shall be several, and not joint, in proportion to their respective percentage interests in the Escrow Account as set forth on Schedule 8.03(b) hereto. (b) For purposes of calculating any Taxes which relate to a Straddle Period, the Closing Date shall be treated as the last day of a taxable period, and the portion of any such Tax that is allocable to the taxable period that is so deemed to end on and include the Closing Date: (i) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale, transfer, assignment or distribution of property (real or personal, tangible or intangible), shall be deemed equal to the amount which would be payable if the period for which such Tax is assessed ended on and included the Closing Date, and (ii) in the case of Taxes other than Taxes described in clause (i)) hereof and exemptions, including those incurred allowances or deductions that are calculated on an annual basis shall be prorated on the basis of the number of days in the contest in good faith in appropriate proceedings relating annual period elapsed through and including the Closing Date as compared to the imposition, assessment or assertion number of any such Income Tax, days in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years the annual period after Closingthe Closing Date. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.

Tax Indemnification. (a) Seller hereby indemnifies will indemnify, defend and hold harmless the Buyer Group from and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any all Taxes of the Purchased Subsidiaries or Acquired Companies for any Pre-Closing Tax that is an Income Tax attributable to the Purchased AssetsPeriod and any Pre-Closing Straddle Period, (ii) liability for the payment of any Tax all Liability (as a result of Treasury Regulation Section 1.1502 6(a) or otherwise) for Income Taxes of Seller or any Purchased Subsidiary being other Person (other than any of the Acquired Companies) which is or having has ever been before affiliated with any of the Closing a member Acquired Companies, or with whom any of a Seller Groupthe Acquired Companies otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Tax Return, prior to the Closing, (iii) any and all liability for incurred by any member of the payment Buyer Group based upon the breach by Seller of any Tax arising directly from the Carve Out Plan other than a Transfer Taxrepresentations and warranties provided in Sections 5.9 (c), (d), (e) and (k), and (iv) all liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses relating to the payment of foregoing. Notwithstanding the foregoing, Seller will not indemnify, defend or hold harmless any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax member of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of Buyer Group from any Income Tax described in clauses Liability for Taxes (i) — accrued on the Financial Statements or (ii) attributable to (A) the failure of the Buyer to make a Section 338(h)(10) election with respect to the Connecticut Shares or (B) the election by Buyer (or any of the Acquired Companies after the Effective Time) to retroactively change the entity classification status of any of the Acquired Companies for U.S. federal, state or foreign Tax purposes. (b) Buyer will indemnify, defend and hold the Seller Group harmless from and against (i) except to the extent Seller is otherwise required to indemnify Buyer for such Tax pursuant to Section 13.8(a), including those incurred in all Taxes of each of the contest in good faith in appropriate proceedings Acquired Companies, (ii) all Taxes for any Tax period attributable to the breach by Buyer of any covenant or obligation under this Article XIII, (iii) all Liabilities for Taxes attributable to (A) the failure of the Buyer to make a Section 338(h)(10) election with respect to the Connecticut Shares or (B) the election by Buyer (or any of the Acquired Companies after the Effective Time) to retroactively change the entity classification status of any of the Acquired Companies for U.S. federal, state or foreign Tax purposes, and (iv) all liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses relating to the impositionforegoing. (c) The obligations of each party to indemnify, assessment or assertion defend and hold harmless the other party and other Persons, pursuant to Sections 13.8(a) and 13.8(b), will terminate thirty (30) days after the expiration of all applicable statutes of limitations (giving effect to any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiariesextensions thereof); provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer such obligations to indemnify, defend and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is will not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, terminate with respect to any event for individual item as to which an indemnification payment is made under Section 8.09Indemnified Party shall have, an amount by which before the net Tax liability expiration of the Tax applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the applicable Indemnifying Party. (d) Any indemnity payment required to be made pursuant to this Section 13.8 will be paid within thirty (30) days after the Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of makes written demand upon the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay but in no case earlier than five (5) Business Days prior to the date on which the relevant Taxes are required to be paid (or would be required to be paid if no such Taxes are due) to the relevant taxing authority (including estimated Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountpayments).

Tax Indemnification. (a) Seller hereby indemnifies Buyer From and its Affiliatesafter the Closing Date, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable subject to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller limitations set forth in Section 7.05 and the Retained Subsidiaries provisions of Section 7.09, Sellers, jointly and (vi) liabilitiesseverally, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, stockholders, members, partners, agents and representatives and their respective successors and assigns (the "PURCHASER INDEMNITEES") against and agrees to hold each of them harmless from (i) any Income Tax all liability for Taxes of the Purchased Company and its Subsidiaries for the Pre-Closing Tax Period, (ii) all liability for Taxes of the Company and its Subsidiaries for the Straddle Period or the Post-Closing Tax Period to the extent that is not the relevant action which causes the Tax occurred in a Pre-Closing Tax Period (excluding a Pre-Closing period injection of capital which results in a reduction of the tax losses carry forwards), (iii) all liability for Income Taxes of Sellers or any other Person which is or has been affiliated with Sellers (other than the Company or any of its Subsidiaries), and (iv) all liability for reasonable legal fees and expenses attributable to any item in clauses (i) through (iii) above. Notwithstanding the foregoing, Sellers shall not indemnify and hold harmless a Purchaser Indemnitee from any liability for Taxes attributable to any action taken on or after the Closing Date by the Purchaser, any of its Affiliates (including the Company or any of its Subsidiaries), or any transferee of Purchaser or any of its Affiliates (other than any such action expressly required by Applicable Law or by this Agreement) (a "PURCHASER TAX ACT") or attributable to a breach by the Purchaser of its obligations under this Agreement. (b) From and after the Closing Date, subject to the limitations set forth in Section 7.05 and the provisions of Section 7.09, the Purchaser shall indemnify Sellers and their Affiliates and each of their respective officers, directors, employees, stockholders, members, partners, agents and representatives and their respective successors and assigns (the "SELLER INDEMNITEES") against and hold them harmless from (i) all liability for Taxes of the Company and its Subsidiaries other than Taxes described in 7.01(a)(i) through (iv), (ii) liabilitiesall liability for Taxes attributable to a Purchaser Tax Act or to a breach by the Purchaser of its obligations under this Agreement, costs and (iii) all liability for reasonable legal fees and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident attributable to the imposition, assessment or assertion of any Income Tax described item in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing(ii) above. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.

Tax Indemnification. (a) Seller hereby indemnifies Sellers shall jointly and severally indemnify Buyer Indemnified Parties, defend and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them Buyer Indemnified Parties harmless from any and against, and pay and reimburse Buyer Indemnified Parties for all Losses resulting from or attributable to (i) any and all Taxes (or the nonpayment thereof) of the Company (including pursuant to Code § 6225 or analogous provision of U.S. state, local or non-U.S. Law) for all Taxable periods ending on or before 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 (each such Taxable period or portion thereof, a “Pre-Closing Tax that is an Income Tax of any Period”) whether or not such Taxes are due and payable as of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased AssetsDate, (ii) liability for the payment any and all Taxes of any Tax as member of an Affiliated Group of which the Company (or any predecessor of the Company) is or was a result of any Purchased Subsidiary being member on or having been before prior to the Closing a member of a Seller GroupDate, including pursuant to Treasury Regulation § 1.15026 (or any analogous or similar state, local or foreign Law), (iii) liability for the payment any and all Taxes of any Tax arising directly from Person imposed on the Carve Out Plan other than Company as a Transfer Taxtransferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Planand all Taxes required to be paid by Sellers pursuant to Section 8.5, (v) liability any and all Taxes required to be deducted and withheld from payments to or for the payment benefit of any Tax of Sellers under this Agreement or the Seller Escrow Agreement, to the extent such Taxes are not deducted and the Retained Subsidiaries and withheld, (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those all out-of-pocket costs incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer Indemnified Parties in preparing, or causing to be prepared, Tax Returns of the Company for any Taxable period ending on or before the Closing Date, and (vii) one-half of its Affiliates orall out-of-pocket costs incurred by Buyer Indemnified Parties in preparing, effective upon Closingor causing to be prepared, Tax Returns of the Purchased SubsidiariesCompany for any Straddle Period; provided, however, that Seller in the case of clause (i) of this Section 8.1, Sellers shall have no liability for be liable only to the payment extent that such Taxes exceed the amount, if any, of any Tax such Taxes included as a current Liability in calculating Net Working Capital, as finally determined pursuant to Section 2.3 and Section 2.4. The indemnification under clauses (iii)-(iv) other than for Taxes actually incurred by this Section 8.1 shall not be subject to the limitations set forth in Section 7.4 or elsewhere in this Agreement. Sellers shall pay Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from that are the reduction responsibility of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable Sellers pursuant to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise 8.1 within three days of Buyer’s delivery to Sellers’ Representative of a written request for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closingpayment thereof. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, receipts, gains, gross margin, employment, sales or use for such Straddle Period that relates to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and (ii) liabilitiesfor such purpose, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion Taxable period of any Income Tax described in clause (ipartnership or other passthrough entity shall be deemed to terminate at such time), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or and the amount of a Tax refund that is generated as a result of other Taxes for such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay Straddle Period which relates to the PreClosing Tax Indemnifying Party Period shall be deemed to be the amount of such net Tax Savings received for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Taxable period beginning on the first day of the Taxable period and ending on the Closing Date and the denominator of which is the number of days in the Taxable period (excluding from the numerator and the denominator, in the case of real and personal property Taxes all days on which the property that is the subject of such Tax was not owned by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountCompany).

Tax Indemnification. (a) Seller The Company Stockholders hereby indemnifies Buyer agree to indemnify and its Affiliates, including hold harmless the Purchased Subsidiaries, Parent Indemnitees from and against and agrees to hold each of them harmless from any Losses relating to: (i) Pre-Closing Tax that is an Income Tax of Taxes imposed on or payable by the Company and any of the Purchased its Subsidiaries or with respect to any Pre-Closing Tax that is an Income Tax attributable to Period, including the Purchased Assets, portion of any Straddle Period ending on the Closing Date as determined in Section 8.3; (ii) liability for Taxes payable by the payment Company and any of its Subsidiaries under Treasury Regulation Section 1.1502-6(a) (or any Tax predecessor or successor thereof or any corresponding or similar provision under state, local or foreign Law) as a result of any Purchased Subsidiary being membership in an affiliated, consolidated, combined or having been unitary group on or before the Closing a member of a Seller Group, Date; (iii) liability for Taxes relating to the payment failure of any Tax arising directly from representation or warranty contained in this Agreement or any certificate delivered pursuant hereto with respect to Taxes to be true, correct and complete in all respects or the Carve Out Plan other than a Transfer Tax, failure of the Company Stockholders to perform any covenant contained in this Agreement relating to Taxes; (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, Transfer Taxes as determined in Section 8.1; and (v) liability for legal and accounting fees and expenses attributable to any item in the payment of any Tax foregoing clauses (together, the “Excluded Taxes”); provided that the Company Stockholders shall be liable only to the extent that such Taxes are in excess of the Seller amount, if any, reserved for such Taxes (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Retained Subsidiaries and face of the balance sheet of the Company included in the Unaudited Financial Statements (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expensesrather than in any notes thereto), arising out of or incident and that the Company Stockholders’ indemnification obligations for Losses relating to the imposition, assessment or assertion of any Income Tax described in clauses Excluded Taxes shall be recovered (i) — first, from the Escrow Fund, and (ii) second, as a condition to and in consideration for Parent’s payment of the Merger Consideration (as acknowledged by the Consenting Company Stockholders in their respective Stockholder Support Agreements and Joinders) and notwithstanding anything to the contrary set forth in this Agreement, from the Consenting Company Stockholders directly, severally and not jointly, in accordance with each such Consenting Company Stockholder’s Indemnification Pro Rata Portion (with each Consenting Company Stockholder being solely responsible for its Indemnification Pro Rata Portion of such Loss). Notwithstanding anything to the contrary in this Agreement (including this Section 8.4 or Article VII), (i) the Company Stockholders shall have no liability under this Agreement (including those via the Escrow Agreement) with respect to (and Parent shall pay or cause to be paid) Taxes incurred as a result of actions outside the ordinary course taken on the Closing Date after the Closing that are not contemplated by this Agreement or are taken without the consent of the Company Stockholders (or Stockholders’ Representative), and (ii) the limitations set forth in Section 7.6 shall not apply to the contest indemnification obligations with respect to Excluded Taxes (as set forth in good faith this Section 8.4). (b) Any indemnification amount required to be paid in appropriate proceedings respect of Losses relating to Excluded Taxes shall be paid within ten (10) calendar days after the impositionParent Indemnitees make written demand upon the Company Stockholders. Notwithstanding anything to the contrary in this Agreement, assessment the Company Stockholders’ indemnification obligations for Losses relating to Excluded Taxes (including all representations and warranties with respect to Taxes) shall survive until sixty (60) days after the expiration of all applicable statutes of limitations (taking into account all extensions thereof), and shall be further limited as explicitly set forth in Article VII (other than, for the avoidance of doubt, Section 7.6). (c) Any refunds (including, for the avoidance of doubt, overpayments of estimated Taxes) of, or assertion of any such Taxcredits against, in each case incurred Taxes of, or suffered by Buyer with respect to, the Company or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Subsidiaries actually realized with respect to Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a PostPre-Closing Tax Period from (including the reduction portion of tax attributes any Straddle Period allocated to Pre-Closing Tax Periods) will be for the benefit of the Company Stockholders (net of any Tax liability arising as a result of the Carve Out Plan receipt or realization of such refund or credit), excluding any refunds or credits that are reflected on the face of the most recent balance sheet of the Company (rather than in any notes thereto). The Parent or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for Company will forward the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion amount of any such Income Taxrefunds (whether received as a refund or as a credit against or an offset of Taxes otherwise payable), in each case incurred together with any interest thereon, as directed to the Exchange Agent for further distribution to the Company Stockholders within 10 days of receipt. All other refunds of, or suffered by Seller credits against, Taxes of, or with respect to, the Company (or the Surviving Entity) or any of its Affiliates; provided that no indemnification shall Subsidiaries will be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closingthe benefit of Parent. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.

Tax Indemnification. (a) Except to the extent taken into account as a current liability in the Final Net Working Capital, Seller hereby indemnifies the Buyer and its AffiliatesIndemnified Parties against, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from, any and all Losses resulting from any or arising out of (i) Pre-Closing Tax that is an Income Tax any and all Taxes of any of or attributable to the Purchased Subsidiaries or Transferred Entities and the JV Entities with respect to any Pre-Closing Tax that is an Income Period (as determined in the manner set forth in Section 6.06(c) with respect to any Straddle Tax attributable to Period) or arising from any inclusions under Section 965 of the Purchased AssetsCode, (ii) liability for any and all Taxes of or attributable to Seller, any of its Subsidiaries (other than the payment of Transferred Entities and the JV Entities), any Tax as a result of Asset Seller or any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Taxand all Taxes resulting from, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses)relating to, arising out of or incident attributable to (A) the Retained Businesses or the Retained Assets, (B) the Transferred Assets or the Business with respect to any Pre-Closing Tax Period (as determined in the manner set forth in Section 6.06(c) with respect to any Straddle Period), or (C) the payment of the Closing Date Indebtedness or the payment of any of Seller’s fees and expenses incurred in connection with the transactions contemplated by this Agreement, (iv) without prejudice to Section 6.02(a), Taxes, including Transfer Taxes, arising from or in connection with the Reorganization, (v) Taxes of any member of an affiliated, combined, consolidated or unitary group of which any Transferred Entity or JV Entity is or was a member prior to the impositionClosing, assessment including pursuant to Treasury Regulation Section 1.1502-6 or assertion any analogous or similar provision under any state, local or non-U.S. Law, (vi) Taxes of any Income Tax Person imposed on any Transferred Entity or JV Entity as a successor-in-interest or transferee, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Closing, (vii) any breach of, or failure to perform, any covenant or obligation of Seller contained in Section 2.14 or this ARTICLE VI, (viii) any and all Taxes imposed as a result of the transactions described in clauses Treasury Regulations Section 1.338-1(a)(1) that are deemed to occur as a result of the Section 338(g) Elections and (iix) — any and all Taxes for which Seller has agreed to indemnify the Buyer Indemnified Parties pursuant to Section 2.14 (iicollectively, “Seller Taxes”), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability not be required to indemnify for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for Losses attributable to any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action breach of, or prohibited action described failure to perform, any covenant or obligation of Buyer contained in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after ClosingARTICLE VI. (b) Buyer hereby indemnifies the Seller and its Affiliates against Indemnified Parties against, and agrees to hold each of them harmless from, any and all Losses resulting from or arising out of (i) any Income Tax breach of, or failure to perform, any covenant or obligation of the Purchased Subsidiaries that is not a Pre-Closing Tax and Buyer contained in Section 2.14 or this ARTICLE VI, (ii) liabilitiesany and all Taxes for which Buyer has agreed to indemnify the Seller Indemnified Parties pursuant to Section 2.14, costs and expenses (including reasonable expenses iii) any and all Taxes of investigation the Transferred Entities and attorneys’ fees JV Entities, and expenses) any and all Taxes resulting from, relating to, arising out of or incident attributable to the imposition, assessment Transferred Assets or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income TaxBusiness, in each case incurred or suffered by case, with respect to a Post-Closing Tax Period, other than Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after ClosingTaxes. (c) The amount For purposes of this Agreement, in the case of any indemnification payment made under this Section 8.09 by Straddle Tax Period, the party making an indemnification payment under Section 8.09 portion of such Taxes from any such Straddle Tax Period that are allocated to the Pre-Closing Tax Period will be determined as follows: (i) in the “Tax Indemnifying Party”) shall be net case of any Tax Savings realized by the party receiving such payment real property, personal property, ad valorem and similar Taxes (the “Tax Indemnified PartyProperty Taxes”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof), “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Property Taxes attributable to the Pre-Closing Tax Savings received Period of such Straddle Tax Period will be deemed to be the amount of such Property Taxes for the entire Straddle Period, multiplied by a fraction, the numerator of which is the number of days in such Straddle Period ending on and including the Closing Date, and the denominator of which is the number of total days in the entire Straddle Tax Period; and (ii) in the case of any Income Taxes or any other Taxes that are not Property Taxes, the amount of any such Taxes attributable to the Pre-Closing Tax Period of such Straddle Tax Period will be computed based on the interim closing of the books as of and including the Closing Date (and for such purpose, the Tax Indemnified Party, net period of any applicable pass-through entity for applicable Tax purposes shall be deemed to close at such time) and Seller’s fees and expenses incurred in connection with the transactions contemplated by this Agreement and the Reorganization shall be attributed to the Pre-Closing Tax Period to the maximum extent permitted by applicable Law. (d) The Buyer Indemnified Parties shall satisfy any claim under Section 6.06(a) first from the R&W Policy (to the extent such Tax Indemnified Party policy covers such claim) and then, subject to the limitations in collecting such amountSection 5.28(c) and (d), from Seller.

Tax Indemnification. (a) Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-If the Closing Tax occurs, Dover shall be liable for and shall indemnify and hold harmless the Buyer Indemnified Parties from and against all Losses attributable to (A) Taxes imposed on the Acquired Companies or for which the Acquired Companies are liable for any taxable year or period that is an Income Tax ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (B) Taxes imposed on any of the Purchased Subsidiaries Acquired Companies pursuant to Treasury Regulation Section 1.1502-6 or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment similar provision of any Tax state or local Law solely as a result of any Purchased Subsidiary being or such Acquired Company having been a member at any time on or before the Closing a member Date of a Seller Consolidated Tax Group, (iiiC) liability for Taxes and all associated costs with respect to the payment of any Tax arising directly from matter listed on Schedule 5.1(a) (the Carve Out Plan other than a Transfer Tax, (iv“VAT Issue”) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (viD) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiariesall Taxes that constitute Excluded Liabilities; provided, however, that Seller Dover shall have not be liable for or pay, and shall not indemnify the Buyer Indemnified Parties from and against, any Losses attributable to (x) any Taxes to the extent of the amount taken into account in the determination of Closing Date Working Capital, (y) any Taxes imposed on the Acquired Companies or any other Buyer Indemnified Parties, or for which any of them is otherwise liable, (exclusive of any Taxes for which the Acquired Companies are liable pursuant to clause (B)), that are either Section 338(h)(10) Taxes or any other Taxes that result from any actual or deemed election, or from Buyer, any Affiliate of Buyer, or any of the Acquired Companies engaging in any activity or transaction not contemplated by this Agreement, in either case that would cause the transactions contemplated by this Agreement to be treated for Tax purposes as a purchase or sale of assets of any of the Acquired Companies that are treated as corporations for applicable income Tax purposes and (z) any Taxes imposed on any of the Acquired Companies as a result of transactions occurring on the Closing Date not in the Ordinary Course of Business that are properly allocable to the portion of the Closing Date after the Closing (Taxes described in this proviso, the “Excluded Taxes”). Dover shall be entitled to any refund of (or credit for) Taxes for which it is liable under this Agreement or allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, except to the extent such refund or credit was taken into account as an asset in the determination of Closing Date Working Capital; provided, further, in no liability event shall Buyer carry back any tax item attributable to any taxable year or period that commences after the Closing Date (or any Straddle Period) to any taxable year or period that ends on or before the Closing Date without the prior written consent of Dover, which consent shall not be unreasonably withheld, and any refund attributable to any such carry back of any item attributable to a taxable year or period commencing after the Closing Date (and any refund attributable to any such carry back of any item attributable under Section 5.1(a)(iii) to the portion of a Straddle Period beginning after the Closing Date) shall be for the payment account of Buyer. Buyer shall, and shall cause its Affiliates to, reasonably cooperate with Dover to secure any refund or credit to which Dover is entitled, including through the filing of amended Tax under clauses (iii)-(iv) other than Returns, provided that Dover shall promptly reimburse Buyer for Taxes actually all reasonable, out of pocket costs and expenses incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising Affiliates in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closingconnection with such activities. (bii) Buyer hereby indemnifies Seller shall be liable for and its Affiliates shall indemnify and hold harmless the Dover Indemnified Parties from and against and agrees all Losses attributable to hold each of them harmless from (iA) Taxes imposed on any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of Acquired Companies or incident to for which the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise Acquired Companies are liable for any Tax Claim as to which Seller provides notice to Buyer more than six years taxable year or period that begins after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” meansClosing Date and, with respect to any event Straddle Period, the portion of such Straddle Period beginning after the Closing Date, (B) Excluded Taxes and (C) any Taxes imposed on the Dover Indemnified Parties (for the avoidance of doubt, excluding the Acquired Companies), or for which an indemnification payment any of them is made under liable, that are either Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (338(h)(10) Taxes or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period other Taxes as a result of any actual or deemed election, or from Buyer, any Affiliate of Buyer, or any of the indemnified loss Acquired Companies engaging in any activity or transaction not contemplated by this Agreement, in either case that would cause the transactions contemplated by this Agreement to be treated for Tax purposes as a purchase or sale of assets of any of the Acquired Companies that are treated as corporations for applicable income Tax purposes; provided, that the Taxes subject to indemnification pursuant to this clause (C) shall be reduced by the amount of Taxes that would have been incurred by the Dover Indemnified Parties (for the avoidance of doubt, excluding the Acquired Companies) had the acquisition of the relevant Acquired Company been treated instead as a purchase and sale of the equity interests in such Acquired Company for the relevant Tax purposes. (iii) For purposes of Sections 5.1(a)(i), 5.1(a)(ii) and 5.1(b), whenever it is necessary to determine the Liability for Taxes of an Acquired Company (or any refund or credit) for the portion of a Straddle Period that ends on or before the Closing Date, and the portion of a Straddle Period that begins after the Closing Date, the determination shall be made by assuming that such Straddle Period consisted of two (2) taxable years or periods, 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 for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the relevant Acquired Company were closed at the close of the Closing Date; provided, however, that (A) transactions occurring on the Closing Date that are properly allocable to the portion of the Closing Date after the Closing and that are not in the Ordinary Course of Business shall be allocated to the taxable year or period that is generated deemed to begin at the beginning of the day following the Closing Date, and (B) exemptions, allowances or deductions that are calculated on an annual basis, such as property Taxes, depreciation deductions, tax brackets and exemption amounts, shall be apportioned between such two (2) taxable years or periods on a daily basis. Any estimated Tax payments made on or before the Closing Date with respect to a Straddle Period in excess of the Liability for the related Taxes for the portion of the Straddle Period that ends at the close of the Closing Date and which are not taken into account as an asset in the determination of Closing Date Working Capital, shall be treated as a result of such indemnified lossrefund to which Dover is entitled pursuant to Section 5.1(a)(i). (iv) Notwithstanding anything to the contrary in this Agreement, Dover and Buyer agree that Dover makes no representation or warranty, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent provides no other assurance or indemnification, with respect to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net any Tax Savings received by the Tax Indemnified Party, net Attributes of any expenses incurred by such of the Acquired Companies or the Acquired Assets, or with respect to the availability on and after the Closing Date of any Tax Indemnified Party in collecting such amountAttributes of any of the Acquired Companies or the Acquired Assets.

Tax Indemnification. (a) Following the Closing Date, and subject to the other terms of this Article VII, Seller hereby indemnifies shall indemnify, defend and hold harmless Buyer and its AffiliatesAffiliates (each a “Tax Indemnified Buyer Party” and collectively, including the Purchased Subsidiaries, against “Tax Indemnified Buyer Parties”) and agrees to hold each of them harmless their respective directors, officers and employees from and against any and all Losses attributable to any (i) Pre-Closing Tax that is an Income Tax Taxes of any Plymouth USA and each of the Purchased its Subsidiaries or for any Pre-Closing Tax that Period and for the portion of any Straddle Period for which Seller is an Income Tax attributable responsible pursuant to the Purchased Assets, Section 7.4(c); (ii) liability Taxes imposed on Plymouth USA or any of its Subsidiaries for the payment any Pre-Closing Tax Period by reason of Treasury Regulations Section 1.1502-6; (iii) without duplication, Losses of Plymouth USA or its Subsidiaries directly arising out of or resulting from (x) any Tax failure of a representation or warranty set forth in Section 7.1 with respect to Plymouth USA or its Subsidiaries to be true or (y) Taxes imposed on Plymouth USA or its Subsidiaries as a result of any Purchased Subsidiary being or having been before the Closing a member breach of a Seller Group, (iiicovenant or agreement set forth in Section 4.1(h) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, this Agreement and this Article VII; and (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), Taxes arising out of or incident any transactions contemplated by this Agreement, except to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiariesextent provided under Section 7.7; provided, however, that Seller shall have no liability not be required to indemnify Buyer pursuant to this Section 7.4 for Losses in respect of Taxes attributable to (i) any breach by Buyer of its covenants set forth in this Article VII, (ii) the Restructuring Transactions (other than Taxes incurred solely as a result of the payment of the Pre-Closing Dividend or the Section 338 Elections) or (iii) any Tax under clauses transaction or action taken, caused or requested by the Buyer or any of its Affiliates that occurs on or after the Closing (iii)-(iv) including any transaction occurring or action taken on the Closing Date after the Closing), other than for Taxes actually incurred by such transaction or action taken (x) on the Closing Date or after the Closing in the ordinary course of business consistent with the past practice of Seller and Plymouth USA and its Subsidiaries or (y) contemplated under this Agreement (excluding the Restructuring Transactions) (“Excluded Taxes”). (b) Following the Closing Date, and subject to the other terms of this Article VII, Buyer and its AffiliatesAffiliates shall indemnify, including defend and hold harmless Seller and its Affiliates (each a “Tax Indemnified Seller Party” and collectively, the Purchased Subsidiaries“Tax Indemnified Seller Parties”) and each of their respective directors, officers and shall have no liability employees from and against any and all Losses attributable to (i) any Taxes of Plymouth USA or its Subsidiaries for any Taxes arising in a Post-Closing Tax Period from and for the reduction portion of tax attributes any Straddle Period for which Buyer is responsible pursuant to Section 7.4(c) other than amounts for which a Tax Indemnified Buyer Party is indemnified by Seller under Section 7.4(a), (ii) any Excluded Taxes, and (iii) any Transfer Taxes for which Buyer is responsible pursuant to Section 7.7 and (iv) and any Taxes imposed on the Seller or any of its Affiliates or Plymouth USA or any of its Subsidiaries with respect to any Pre-Closing Tax Period as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim Restructuring Transactions (as defined below) as to which Buyer provides notice to Seller more other than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those Taxes incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period solely as a result of the indemnified loss payment of the Pre-Closing Dividend or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountSection 338 Elections).

Tax Indemnification. (a) Seller hereby indemnifies Buyer shall indemnify and hold harmless Purchaser and its Affiliatesofficers, including the Purchased Subsidiariesdirectors, employees, agents and Affiliates (each, a “Purchaser Indemnitee”) from and against and agrees to hold each all Losses suffered, incurred or sustained by any of them harmless from or to which any of them becomes subject, resulting from, arising out of or relating to any of the following: (i) Pre-Closing Tax that is an Income Tax of any Liability for Taxes of the Purchased Subsidiaries or Transferred Companies for any Pre-Closing Tax that is an Income Tax attributable to Period (including Taxes resulting from the Purchased distribution of the Distributed Assets, ); (ii) liability for the payment any Liability arising from, relating to or otherwise in connection with any inaccuracies in or any breach of a representation, warranty, covenant or agreement contained in Section 2.06 (Taxes); (iii) any Tax Liability (as a result of Treasury Regulations Section 1.1502-6(a) or otherwise) for income Taxes of Seller or any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, other Person (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Taxany of the Transferred Companies) which is or has ever been affiliated with any of the Transferred Companies, or with whom any of the Transferred Companies otherwise join or have ever joined (or are or have ever been required to join) in filing any consolidated, combined or unitary domestic or foreign Tax Return, prior to the Closing; (iv) liability for the payment of any withholding Tax arising directly Liability resulting from the Cash Repatriation Planrestructurings or reorganizations undertaken by Seller, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or any of the Transferred Companies on or prior to the Closing; or (v) all Liability for reasonable legal fees and expenses and reasonable out-of-pocket costs incurred in connection any item in clause (i) through (iv) above. (b) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”): (i) real, effective upon Closingpersonal and intangible property, franchise, license, and other Taxes not imposed on income, receipts, sales, use, payment of wages, or other identifiable transactions or events of the Transferred Companies for the Pre-Closing Tax Period shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the Purchased Subsidiariesnumerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Transferred Companies (other than those described in clause (i)) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. For the avoidance of doubt, any deferred items triggered into income by Treasury Regulations Sections 1.1502-13 and 1.1502-14 and any excess loss accounts taken into income under Treasury Regulations Section 1.1502-19 as a result of the transactions contemplated by this Agreement shall for these purposes be apportioned to the Pre-Closing Tax Period. (c) All stamp, transfer, documentary, sales, use, value-added, registration and other such Taxes (including without limitation all applicable real estate transfer or gains Taxes) and related fees (including without limitation any penalties, interest and additions to Tax) incurred in connection with the transactions contemplated by this Agreement shall be paid by Seller, and Seller and Purchaser shall cooperate in timely filing all Tax Returns as may be required to comply with the provisions of such Tax Laws. Purchaser and Seller will reasonably cooperate with each other to lawfully minimize such Taxes. (d) If a claim shall be made by any Taxing Authority (a “Tax Claim”) that, if successful, might result in an indemnity payment to Purchaser pursuant to Section 8.01(a), Purchaser must send prompt notice to Seller in writing of the Tax Claim; provided, however, that Seller failure to give such notification shall have no liability for not affect the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident hereunder except to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in extent the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is indemnifying parties have been actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated prejudiced as a result of such indemnified lossfailure. (e) With respect to any Tax Claim relating to a taxable period ending on or before the Closing Date, and any related interest received from Seller shall control the applicable Taxing Authority. If defense of the Tax Indemnified Party receives Claim; provided, however, that neither Seller nor any net of its Affiliates (or any successor of Seller or its Affiliates) shall enter into any settlement of or otherwise compromise any Tax Savings subsequent Claim that adversely affects or is likely to an indemnification payment by adversely affect the Tax Indemnifying Partyliability of Purchaser, then any of the Transferred Companies or their respective Affiliates (or successor or assign of the foregoing) for any period ending after the Closing Date, including the portion of the Straddle Period that is after the Closing Date, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed); for the avoidance of doubt, Purchaser shall not withhold, condition or delay such consent unless such settlement or compromise materially adversely affects or is likely to materially adversely affect the Tax liability of Purchaser, any of the Transferred Companies or their respective Affiliates (or successor or assign of the foregoing) for any period ending after the Closing Date, including the portion of the Straddle Period that is after the Closing Date. Purchaser shall be entitled to be informed of such Tax Indemnified Party Claim within a reasonable time after such Tax Claim is asserted and of the developments with respect to such Tax Claim at any administrative meeting, conference, hearing or other proceeding. (f) Except as otherwise provided in Section 8.01(e), Purchaser shall pay control all proceedings with respect to Tax Claims. Purchaser shall not be entitled to be indemnified or held harmless under Section 8.01 for any Tax Claim if it shall settle such Tax Claim without the prior written consent of Seller, unless Purchaser has sought such consent and such consent has been unreasonably withheld, conditioned or delayed, it being agreed that Seller shall not unreasonably withhold, condition or delay such consent. (g) Any indemnity payment made pursuant to this Section 8.01 shall be made within five Business Days after Purchaser makes written demand upon Seller, but in no case earlier than five Business Days prior to the date on which the relevant Taxes are required to be paid to the relevant Taxing Authority (including without limitation estimated Tax Indemnifying Party payments). (h) Any indemnity payment made pursuant to this Section 8.01 shall be treated as an adjustment to the amount of the Purchase Price for Tax purposes, unless a final determination with respect to Purchaser Indemnitee causes such net Tax Savings received by payment to be treated other than as an adjustment to the Tax Indemnified Partyamount of the Purchase Price for federal income tax purposes. (i) For the avoidance of doubt, net Seller shall have no indemnity obligation pursuant to this Section 8.03 or Section 8.04 for the loss of or disallowance of any expenses incurred by such Tax Indemnified Party in collecting such amountnet operating loss carryforward.

Tax Indemnification. (a) After the Closing, Seller hereby indemnifies shall indemnify Buyer and its Affiliates (including the Company and the Company Subsidiaries) and each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from (i) all liability for Taxes of the Company and the Company Subsidiaries for the Pre-Closing Tax Period, (ii) any liability arising from any breach of any representation or warranty of Seller in Section 4.08 of this Agreement, and (iii) all liability for Taxes of any person as a result of Treasury Regulation § 1.1502-6 (or comparable provision under federal, state, local or foreign tax laws), as a transferee or successor, or by contract (other than a contract whose principal purpose does not relate to Taxes). Notwithstanding the foregoing, Seller shall not indemnify and hold harmless Buyer and its Affiliates, and each of their respective officers, directors, employees and agents, from any liability for Taxes attributable to any action taken after the Closing by Buyer, any of its Affiliates (including the Purchased Company and the Company Subsidiaries), against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment transferee of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred any such action expressly required by Applicable Law or by this Agreement and any such action taken on the Closing Date in the ordinary course of business) (a “Buyer Tax Act”) or attributable to a breach by Buyer and of its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided obligations under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after ClosingAgreement. (b) After the Closing, Buyer hereby indemnifies shall, and shall cause the Company and the Company Subsidiaries to, indemnify Seller and its Affiliates against and agrees to hold each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from (i) all liability for Taxes of or attributable to the Company and the Company Subsidiaries for any Income Tax taxable period ending after the Closing Date (except to the extent of any Straddle Period, in which case Buyer’s indemnity will cover only that portion of any such Taxes that are for the Purchased Subsidiaries portion of any such Straddle Period that is not a Pre-after the Closing Tax and Date, (ii) liabilitiesall liability for Taxes in Section 12.04 of this Agreement, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expensesiii) arising out of all liability for Taxes attributable to a Buyer Tax Act or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered a breach by Seller or any Buyer of its Affiliates; provided that no indemnification shall be provided obligations under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after ClosingAgreement. (c) The amount In the case of any indemnification payment made under this Section 8.09 by taxable period that includes (but does not end on) the party making an indemnification payment under Section 8.09 Closing Date (the a “Tax Indemnifying PartyStraddle Period”): (i) real, personal and intangible property and other ad valorem Taxes (“Property Taxes”) of the Company and the Company Subsidiaries allocable to the Pre-Closing Tax Period shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise equal to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Savings received by Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company and the Company Subsidiaries (other than Property Taxes) allocable to the Pre-Closing Tax Indemnified Party, net Period shall be computed as if such taxable period ended as of any expenses incurred by such Tax Indemnified Party in collecting such amountthe close of business on the Closing Date.

Tax Indemnification. (a) Seller hereby indemnifies Buyer From and its Affiliates, including after the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Principal Seller shall have no liability for the payment of any Tax under clauses indemnify Purchaser, its affiliates (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased SubsidiariesCompany) and each of their respective officers, directors, employees, stockholders, agents and shall have no liability for any Taxes arising in a Post-Closing Tax Period from representatives (the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g“Purchaser Indemnitees”) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax all liability for Taxes of the Purchased Subsidiaries that is not Company or any affiliated group of which the Company has ever been a member for the Pre-Closing Tax and Period, (ii) liabilitiesall liability (as a result of Treasury Regulation § 1.1502-6(a) or otherwise) for Taxes of the Principal Seller or any other corporation which is or has been affiliated with the Principal Seller (other than the Company) [REDACTED], costs and (iii) all liability for reasonable legal fees and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident for any item attributable to the imposition, assessment or assertion of any Income Tax described item in clause (i) or (ii) above. (b) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”): (i) real, personal and intangible property Taxes (“property Taxes”) of the Company for the Pre-Closing Tax Period shall equal the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company (other than property Taxes), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification which shall be calculated as provided under this Section 8.09(bfor in subparagraph (i) or otherwise above for any the Pre-Closing Tax Claim Period shall be computed as to which Seller provides notice to Buyer more than six years after Closingif such taxable period ended as of the close of business on the Closing Date. (c) The indemnity obligation under Section 7.01(a) in respect of Taxes for a Straddle Period shall initially be effected by its payment to the Company of the excess of (i) such Taxes for the Pre-Closing Tax Period over (ii) the amount of such Taxes paid by any indemnification Seller or any of its affiliates (other than the Company) at any time plus the amount of such Taxes paid by the Company on or prior to the Closing Date. Such excess initially shall be paid to the Company no later than 30 days following the filing of the Tax Return with respect to the final liability for such Taxes is required to be filed or, if later, is actually filed. If the amount of such Taxes paid by any Seller or any of its affiliates (other than the Company) at any time plus the amount of such Taxes paid by the Company on or prior to the Closing Date exceeds the amount payable pursuant to the preceding sentence, the Company shall pay to the Principal Seller the amount of such excess within 30 days after the Tax Return with respect to the final liability for such Taxes is required to be filed. The payments to be made pursuant to this Section 7.01(c) with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or successor form) with respect to Straddle Period Taxes. (d) Any indemnity payment to be made under this Section 8.09 by the party making 7.01 (other than an indemnification indemnity payment under described in Section 8.09 (the “Tax Indemnifying Party”7.01(c)) shall be net of any Tax Savings realized by paid within 10 days after the indemnified party receiving such payment (makes written demand upon the “Tax Indemnified Party”) arising from indemnifying party, but in no case earlier than five business days prior to the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by date on which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent relevant Taxes are required to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay be paid to the relevant Taxing Authority (including as estimated Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountpayments).

Tax Indemnification. (a) Following the Closing, Seller hereby indemnifies Buyer shall indemnify Purchaser and its Affiliates, Affiliates (including the Purchased Subsidiaries, against Acquired Companies) and agrees to hold each of them harmless from any from: (i) Pre-Closing Tax that is an Income Tax of any all Liability for Taxes of the Purchased Subsidiaries or Acquired Companies and for Taxes related to the Acquired Assets for any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, Period; (ii) liability all Liability for Taxes whenever arising out of actions taken pursuant to Section 6.09 or Section 6.10 or with respect to any distribution of property, receivables or cash made by any Acquired Company to Seller or any of its Subsidiaries prior to the payment Closing, including with respect to any resulting subpart F income; (iii) all Liability for Taxes as a result of the sale of the Shares and the Acquired Assets and the 338(h)(10) Elections; (iv) all Liability (as a result of Treasury Regulations Section 1.1502-6(a) or otherwise) for Taxes of any Person that is or was a member of any affiliated, consolidated, combined or unitary group of which any of the Acquired Companies is or was a member during any Pre-Closing Tax Period; (v) any breach by Seller or any of its Affiliates (other than, after the Closing, the Acquired Companies) of any representation set forth in Section 3.17 (determined without regard to any Material Adverse Effect or materiality qualifiers) or in any certificate delivered pursuant to Section 7.05 or any covenant contained in Article VII (other than any covenant contained in Section 7.09); (vi) all Liability for Taxes realized by Purchaser or its Affiliates (including after the Interim Date the Acquired Companies) in a Post-Interim Date Tax Period as a result of any Purchased Subsidiary being corresponding offsetting adjustment to any Taxes with respect to which Seller has indemnified Purchaser under Section 9.04 (subject to Section 9.07) in any audit, examination, suit, contest or having been before the Closing a member other Tax proceeding of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries or its Affiliates; and (vivii) liabilities, costs, expenses (including all Liability for reasonable expenses of investigation and attorneys’ legal fees and expenses), arising out of or incident expenses attributable to the imposition, assessment or assertion of any Income Tax described item in clauses (i) — through (iivi). Notwithstanding the foregoing, including those incurred in the contest in good faith in appropriate proceedings relating Seller shall not have any indemnification obligation for (i) any Liability for Taxes attributable solely to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered a breach by Buyer Purchaser or any of its Affiliates or(including, effective upon after the Closing, the Purchased SubsidiariesAcquired Companies) of any covenant contained in Article VII (other than any covenant contained in Section 7.09); and (ii) any Liability for Taxes attributable to any action taken after the Closing by Purchaser, any of its Affiliates (including the Acquired Companies) or any transferee of Purchaser or any of its Affiliates (other than any such action expressly required by or permitted by this Agreement or any action taken, or any Liability for Taxes incurred, in the ordinary course of the Warner Businesses) (each, a “Purchaser Tax Act”). (b) Following the Closing, Purchaser shall, and shall cause each of the Acquired Companies to, indemnify Seller and its Affiliates and hold them harmless from: (i) all Liability for Taxes of the Acquired Companies and for Taxes related to the Acquired Assets for any Post-Closing Tax Period; (ii) all Liability for Taxes described in Section 9.07; (iii) any breach by Purchaser or any of its Affiliates (including the Acquired Companies) of any covenant contained in Article VII (other than any covenant contained in Section 7.09) or any Purchaser Tax Act; and (iv) all Liability for reasonable legal fees and expenses attributable to any item in clauses (i) through (iii). (c) Subject to Section 9.05(b), any indemnity payment to be made hereunder shall be paid within 10 days after the Indemnified Party makes written demand upon the Indemnifying Party, but in no case earlier than five business days prior to the date on which the relevant Taxes (including any estimated Tax payments), which Taxes shall be determined, in the case of Seller, without regard to any available Tax attributes (e.g., net operating losses) and, in the case of Purchaser, after taking into account any other available Tax attributes, are required to be paid to the relevant Taxing Authority. To the extent indemnity is sought with respect to a particular Tax for a Pre-Closing Tax Period, estimated payments with respect to such Tax made by or on behalf of any of the Acquired Companies on or prior to the Closing Date shall be credited to any indemnity obligation in respect of such Tax for the Pre-Closing Tax Period; provided such estimated payments actually reduce the Liability for Taxes. (d) In the case of any Straddle Interim Period or Straddle Period, as the case may be, (i) real, personal and intangible property Taxes (“Property Taxes”) shall be apportioned between the Pre-Interim Date Tax Period and the Post-Interim Date Tax Period or the Pre-Closing Tax Period and the Post-Closing Tax Period, as the case may be, on a daily pro-rata basis and (ii) all Taxes other than Property Taxes shall be apportioned between the Pre-Interim Date Tax Period and the Post-Interim Date Tax Period or the Pre-Closing Tax Period and the Post-Closing Tax Period, as the case may be, on a closing of the books basis. (e) Reasonably promptly after a party becomes aware of the existence of a Tax issue that may give rise to an indemnification claim under this Section 9.04 (a “Tax Controversy”) by it against the other party, the Indemnified Party shall notify the Indemnifying Party of the Tax issue, and thereafter shall promptly forward to the Indemnifying Party copies of notices and communications with a Taxing Authority relating to such Tax Controversy; provided, however, that Seller the failure to forward such notices and communications to the Indemnifying Party shall not release the Indemnifying Party from any of its obligations under this Section 9.04 except to the extent (and only to the extent) the Indemnifying Party is actually and materially prejudiced by such failure. Except as provided in this Section 9.04(e), the Indemnifying Party may elect to control, and may elect, at its sole cost and expense, to have sole discretion in handling, settling or contesting any audit inquiry, information request, audit proceeding, suit, contest or any other action (a “Tax Proceeding”) with respect to a Tax Controversy for which it would be required to indemnify the other party if it acknowledges in writing that it has sole Liability for any Taxes that might arise therefrom or in connection therewith and such as will not materially increase the unindemnified Liabilities for Taxes of the Indemnified Party; provided, however, that the Indemnifying Party shall keep the other party reasonably informed about such Tax Proceedings. Except as provided in this Section 9.04(e), if the Indemnifying Party does not elect to control a Tax Proceeding with respect to a Tax Controversy pursuant to this Section 9.04(e), the Indemnified Party shall have no liability for sole discretion in handling, settling or contesting such Tax Proceeding (at the payment cost and expense, to the extent reasonable, of the Indemnifying Party). The Indemnifying Party shall not settle any Tax under clauses (iii)-(iv) other than for Taxes actually proceeding with respect to a Tax Controversy on a basis that would materially adversely affect the Indemnified Party without obtaining the Indemnified Party’s written consent, which consent shall not be unreasonably withheld. The Indemnified Party shall not settle any Tax Controversy without obtaining the Indemnifying Party’s written consent, which shall not be unreasonably withheld. Any out-of-pocket expenses incurred by Buyer the Indemnified Party in handling, settling or contesting a Tax Controversy that the Indemnifying Party has elected to control under this Section 9.04 shall be borne by the Indemnified Party. Seller and its Affiliates, including the Purchased SubsidiariesPurchaser shall jointly control, and shall each have no liability the right to participate in all activities and strategic decisions with respect to, any Tax Proceedings for which each party would be required to indemnify the other party with respect to one or more Tax issues. Seller may assume sole control of any such Tax proceeding for any Straddle Period if it acknowledges in writing that it has sole Liability for any Taxes arising that might arise in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closingsuch proceeding. (bf) Buyer hereby indemnifies Seller and its Affiliates against and agrees The indemnification provisions in this Agreement relating to hold each of them harmless from (i) any Income Tax Taxes shall survive the Closing until 90 days after the expiration of the Purchased Subsidiaries that is not a Pre-Closing Tax and applicable statute of limitations (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect effect to any event for which an indemnification payment is made under Section 8.09waiver, an amount by which the net Tax liability of the Tax Indemnified Party (mitigation or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountextension thereof).

Tax Indemnification. (a) Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any Seller shall indemnify, defend and hold harmless Purchaser, its Affiliates (including, after Closing, the Acquired Subsidiaries), and their respective officers, directors, shareholders, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties”) from and against: (A) all liability for Taxes of the Purchased Acquired Subsidiaries or and any Asset Selling Affiliate (to the extent related to the Business) for any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, Period; (iiB) liability for the payment of all Covered Losses actually suffered or incurred by any Tax as a result of any Purchased Subsidiary being such Purchaser Indemnified Party resulting from or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of any misrepresentation of or incident inaccuracy in any representation or warranty set forth in Section 2.07 and (C) all liability for reasonable legal fees and expenses for or with respect to the imposition, assessment any item in clause (A) or assertion of any Income Tax described in clauses (iB) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating that gives rise to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiariesa successful claim under this Agreement; provided, however, that Seller’s indemnity obligation for Taxes pursuant to this Section 7.01(f)(i) shall be reduced by refunds of Taxes (excluding carrybacks from post-Closing Date years to the extent permitted hereunder) with respect to such periods received after the Closing Date by Purchaser or any of its Affiliates and not previously remitted to Seller. Notwithstanding the foregoing, Seller shall have no liability for not indemnify, defend or hold harmless any Purchaser Indemnified Party from or against any Taxes or Covered Losses: (1) attributable to any Tax election and any other action taken or failure to act (which would otherwise give rise to a Seller Tax indemnity payment) after the payment Closing by Purchaser, any of its Affiliates (including the Acquired Subsidiaries), or any transferee of Purchaser or any of its Affiliates (other than any such action expressly required or otherwise expressly contemplated by this Agreement or with the written consent of Seller) (a “Purchaser Tax Act”); (2) to the extent accrued in the Final Euro Working Capital Statement or the Final ROW Working Capital Statement; (3) to the extent of any Tax under clauses net operating or capital loss carryforwards of the Acquired Subsidiaries; or (iii)-(iv4) other than for in excess of the amount contained in the first proviso set forth in Section 11.06(a). Further, Seller’s obligation to indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against any liability shall terminate effective with the expiration of the applicable statute of limitations in respect of such liability. For the avoidance of doubt, the allocation of any Transfer Taxes actually incurred that are attributable to the sale and transfer of the Purchased Assets pursuant to this Agreement between Seller and Purchaser shall be governed exclusively by Buyer Section 7.02. (ii) Purchaser shall, and shall cause the Acquired Subsidiaries to, indemnify, defend and hold harmless Seller, its Affiliates, including and their respective officers, directors, shareholders, employees, agents and representatives (collectively, the “Seller Indemnified Parties”) from and against: (A) except to the extent Seller is otherwise required to indemnify a Purchaser Indemnified Party for such Tax pursuant to Section 7.01(f)(i), all liability for Taxes of the Acquired Subsidiaries; (B) all liability for Taxes attributable to a Purchaser Tax Act; and (C) all liability for reasonable legal fees and expenses for or with respect to any item in clause (A) or (B) and which gives rise to a successful claim under this Agreement. Purchaser’s obligation to indemnify, defend and hold harmless the Seller Indemnified Parties from and against any liability shall terminate effective with the expiration of the applicable statute of limitations in respect of such liability. (iii) In the case of any Straddle Period: (A) The periodic Taxes that are not based on income or receipts (e.g., property Taxes) that are imposed on or relating to the Purchased Subsidiaries, and shall have no liability Assets for any Taxes arising in a Postthe Pre-Closing Tax Period from the reduction of tax attributes shall be prorated between Seller and Purchaser effective as a result of the Carve Out Plan Closing and shall be adjusted as of the Closing. If any Tax proration is based upon an estimate at Closing, a post-Closing adjustment shall be made by cash settlement between Seller and Purchaser within thirty (30) days after receipt of the actual expense invoices or Tax ▇▇▇▇, which adjustment obligation shall survive the Cash Repatriation Plan; providedClosing. Proration of Taxes that are undetermined as of the Closing Date (1) shall be based on the most recently available Tax rate and valuation, furthergiving effect to applicable exemptions, recently-voted millage, change in valuation, and similar items, whether or not officially certified to the appropriate Taxing Authority as of the Closing Date, (2) shall use a 365-day year and (3) shall be subject to post-Closing adjustment as provided in the previous sentence. Purchaser shall be responsible for any increase in Taxes or additional Taxes or assessments imposed on or with respect to the Purchased Assets after the Closing, whether by reason of the purchase and sale effected by this Agreement, any subsequent change of ownership or use, or otherwise. To the extent that any such increase affects a pre-Closing period, Purchaser shall be responsible for and shall indemnify Seller against such Taxes. On or before the Closing, Seller shall have no liability for the payment of any loss attributable to pay all delinquent property Taxes or resulting from any action special assessments not contested by Seller in good faith, which contested Taxes or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification assessments shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closingremain Seller’s liability. (bB) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax Taxes of the Purchased Acquired Subsidiaries that is not a for the Pre-Closing Tax and Period (iiother than Taxes described in Section 7.01(f)(iii)(A)) liabilitiesshall be computed as if such taxable period ended as of the close of business on the Closing Date and, costs and expenses in the case of any Taxes of the Acquired Subsidiaries attributable to the ownership by the Acquired Subsidiaries of any equity interest in any partnership or other “flowthrough” entity, as if a taxable period of such partnership or other “flowthrough” entity ended as of the close of business on the Closing Date. (iv) Any indemnity payment required to be made pursuant to this Section 7.01(f) shall be made within thirty (30) days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five (5) Business Days prior to the date on which the relevant Taxes are required to be paid to the relevant Taxing Authority (including reasonable expenses of investigation and attorneys’ fees and expensesestimated Tax payments). (v) arising out of or incident Any indemnity payment made pursuant to this Section 7.01(f) shall be treated as an adjustment to the impositionprice paid by Purchaser for the relevant Purchased Asset for Tax purposes, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating unless a Final Determination with respect to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller indemnified party or any of its Affiliates; provided that no indemnification shall Affiliates causes such payment to be provided under this Section 8.09(b) or otherwise treated other than as an adjustment to the purchase price for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closingpurposes. (cvi) The computation of the amount of any indemnification indemnity payment required to be made under this pursuant to Section 8.09 7.01(f)(i) or Section 7.01(f)(ii), as the case may be, shall be reduced by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net amount of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise benefit to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund party that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay attributable to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountliability at issue.

Tax Indemnification. (a) From and after the Closing, Seller hereby indemnifies shall indemnify, save and hold harmless the Buyer Indemnified Parties from and its Affiliatesagainst, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any without duplication: (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), all Damages arising out of or incident to resulting from the imposition, assessment or assertion breach of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating representation or warranty made by Seller pursuant to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased SubsidiariesSection 3.15; provided, howeverthat, that Seller shall not have no liability any obligation hereunder with respect to any such breach unless the Buyer Indemnified Parties have made a claim for indemnification pursuant to this Section 10.3 with respect to such breach prior to the payment expiration of such representation or warranty as set forth in Section 10.1; and (ii) any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes all Damages arising in a Post-Closing Tax Period from the reduction out of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described breach by Seller of any covenant contained in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing5.8. (b) Buyer hereby indemnifies From and after the Closing, Buyer, jointly and severally, shall indemnify, save and hold harmless the Seller Indemnified Parties from and its Affiliates against against, without duplication any and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) all Damages arising out of or incident to resulting from the imposition, assessment or assertion breach by Buyer of any Income Tax described covenant contained in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing.5.8. STRICTLY CONFIDENTIAL (c) The amount If a claim shall be made by any Tax Authority with respect to Taxes, which, if successful, might result in an indemnity payment to a party pursuant to this Section 10.3 (a “Tax Claim”), the notice provisions set forth in Section 10.2(c) shall apply. (d) With respect to any Tax Claim relating to a Tax Period ending on or prior to the Closing Date, Seller shall, upon written notification to Buyer, control all Proceedings and may make all decisions relating to such Tax Claim (including selection of counsel) at its own expense. Buyer and Seller shall jointly control all Proceedings relating to any Tax Claim for a Straddle Period. With respect to any Tax Claim relating to a Tax Period beginning after the Closing Date, Buyer shall control all Proceedings and may make all decisions relating to such Tax Claim (including selection of counsel) at its own expense. A party shall promptly notify the other party if it decides not to control the defense or settlement of any Tax Claim which it is entitled to control pursuant to this Agreement, and the other party shall thereupon be permitted to defend and settle such Proceeding. (e) Any payment for indemnification payment obligations made to Buyer arising under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) 10.3 shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise deemed to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which be an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay adjustment to the Tax Indemnifying Party Purchase Price. (f) Payment for indemnification obligations arising under this Section 10.3 shall be subject to the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party limitations set forth in collecting such amountSection 10.4.

Tax Indemnification. (a) Seller During the Indemnification Period (or thereafter solely with respect to any claim for indemnification for which notice has been given prior to the expiration of the Indemnification Period, each of the Stockholders, TCC and TCLP hereby indemnifies Buyer agrees, jointly and severally, to indemnify and hold harmless Western and its Affiliates, including the Purchased Subsidiaries, Affiliates from and against and agrees to hold each of them harmless from any (i) Pre-Closing all liability for Taxes of TIM, ▇▇e Partnership, the Stockholders, TCC and TCLP (including any liability for Taxes by reason of such Person's or the Partnership being included in a Federal or state consolidated, combined or unitary return) attributable to a taxable period ending before or on the Effective Date (including any Tax that is an Income Tax liabilities resulting from the transactions contemplated by this Agreement), and the portion of any taxable period that includes (but does not end on) such day (in the case of a taxable period that includes (but does not end on) the Effective Date, the portion of the Purchased Subsidiaries Tax for which the Stockholders, TCC or TCLP shall be liable shall be calculated by multiplying the Tax for the entire period by a fraction, the numerator of which shall be the number of days during such period prior to the Effective Date and the denominator of which shall be the total number of days during such period) and, in the case of any liability arising under Treasury Regulation Section 1.1502-6(a) (or any Pre-Closing Tax that is an Income Tax corresponding provision of state or local law), attributable to any taxable period beginning before the Purchased AssetsEffective Date, (ii) and amounts payable after the Effective Date with respect to liability for Taxes arising before the Effective Date pursuant to any written or unwritten agreement entered into before the Effective Date for the allocation or payment of any or with respect to Tax as a result liabilities or benefits ("Tax Sharing Arrangements"; such amounts being included in the definition of any Purchased Subsidiary being or having been before the Closing a member "Taxes" for purposes of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expensesthis Section 7.03), arising out of or incident to the impositionextent such Taxes, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to aggregate, exceed the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, reserve therefor on the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax Effective Date Balance Sheets and (ii) liabilitiesany liability for out-of-pocket fees, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expensesattorney's fees) arising out of or incident to any Tax indemnified hereunder. If any amount for which each of the impositionStockholders, assessment TCC or assertion TCLP is to indemnify Western and its Affiliates (including the Surviving Corporation) pursuant to the immediately preceding sentence is, subject to the Stockholders', TCC's or TCLP's rights under Section 7.03(b), determined to be payable (whether as a payment of any Income Tax estimated tax or otherwise) after the Effective Date, the Stockholders, TCC and TCLP shall pay or cause to be paid to Western such amount no later than the later of (A) five (5) Business Days after Western gives notice to the Stockholders of both the amount due and the date such amount is due and payable (the "Due Date") and (B) three (3) Business Days before the Due Date. Amounts described in clause (i)ii) shall be reimbursed as incurred. Any payment required to be made hereunder and not made at the time specified in the preceding two sentences shall bear interest at the prime rate of The Toronto-Dominion Bank as in effect from time to time or such higher rate actually payable by the indemnified party on the delayed payment of the Taxes being indemnified, calculated from the date such payment was required to be made hereunder to the date such payment is actually received by the indemnified party. "Taxes" shall mean all taxes of any kind, including those incurred in the contest in good faith in appropriate proceedings relating on, or measured by or referred to the impositionas income, assessment or assertion of any such Income Taxgross receipts, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereofsales, “Tax Savings” meansuse, with respect to any event for which an indemnification payment is made under Section 8.09ad valorem, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified lossfranchise, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Partyprofits, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Partylicense, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or

Tax Indemnification. (a) From and after the Closing, the Seller hereby indemnifies Buyer shall pay and its Affiliatesshall indemnify, including the Purchased Subsidiariesdefend and hold harmless each Purchaser Indemnitee from and against any and all Damages asserted against, against and agrees to hold each resulting to, imposed upon or suffered by any Purchaser Indemnitee, arising out of them harmless from any or related to: (i) Pre-Closing Tax that is an Income Tax of any of all Taxes imposed on or payable with respect to the Purchased Acquired Entities or their respective Subsidiaries or their businesses relating or attributable to any Pre-Closing Tax that is an Income Tax attributable Period and, with respect to any Straddle Period, the Purchased Assets, portion of such Straddle Period deemed to end on and include the Closing Date (in the manner determined pursuant to Section 8.3); (ii) liability Taxes of a person other than any of the Acquired Entities or their respective Subsidiaries for which the payment Acquired Entities or their respective Subsidiaries may be liable (A) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or non-U.S. Tax Law) as a result of any Purchased Subsidiary being or having been before the Closing a member of any group which files or has filed a Seller GroupTax Return on a consolidated, combined, or unitary basis for a Pre-Closing Tax Period or (B) as a transferee or successor, by contract, or otherwise; (iii) liability for the payment any breach of or inaccuracy in any Tax arising directly from the Carve Out Plan other than a Transfer Tax, representation or warranty contained in Section 4.5 or 5.5 hereof; (iv) liability for any payments required to be made after the payment Closing Date under any Tax Sharing Agreement or similar contracts (whether or not written) to which the Acquired Entities or any of any withholding Tax arising directly from their Subsidiaries was obligated, or was a party, on or prior to the Cash Repatriation Plan, Closing Date; and (v) liability for any breach by the payment of Seller or the failure by the Seller to perform any Tax of the covenants made by it or agreements entered into contained in this Article 8. (b) From and after the Closing, Purchaser shall pay and shall indemnify, defend and hold harmless each Seller Indemnitee from and the Retained Subsidiaries against any and (vi) liabilitiesall Damages asserted against, costsresulting to, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses)imposed upon or suffered by any Seller Indemnitee, arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses related to: (i) — (ii), including those incurred in all Taxes imposed on or payable by the contest in good faith in appropriate proceedings Acquired Entities or their respective Subsidiaries relating or attributable to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from and the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment portion of any loss attributable Straddle Period deemed to or resulting from any action or prohibited action described begin after the Closing Date (in the manner determined pursuant to Section 8.3); (ii) the Taxes set forth in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g8.7(b)(ii) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing.Disclosure Schedules; and (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (iiii) any Income Tax breach by Purchaser or the failure by Purchaser to perform any of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of covenants made by it or incident to the imposition, assessment or assertion of any Income Tax described agreements entered into contained in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after ClosingArticle 8. (c) In calculating amounts payable to a Purchaser Indemnitee or a Seller Indemnitee under this Section 8.7, the amount of any Damages shall be determined without duplication of any other Damages for which an indemnification claim has been made under any other covenant, agreement, representation or warranty, including Article 10 hereof. Any Purchaser Indemnitee or Seller Indemnitee having a claim under these indemnification provisions shall make a good faith effort to recover all losses, damages, costs and expenses from insurers of such Purchaser Indemnitee or Seller Indemnitee under applicable insurance policies so as to reduce the amount of any Damages hereunder, provided that such recovery is not reasonably anticipated to result in an increase in the insurance premiums to be paid by such Purchaser Indemnitee or Seller Indemnitee. The foregoing shall not require the maintenance of any insurance. The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) Damages shall be net of reduced to the extent that the Purchaser Indemnitee or Seller Indemnitee receives any Tax Savings realized by the party receiving such insurance proceeds or other payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event Damages from an unaffiliated party (it being understood that the Acquired Entities and their respective Subsidiaries shall not be considered, for which an indemnification payment is made under Section 8.09this purpose, an amount by which the net Tax liability Affiliates of the Tax Indemnified Party (Seller or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountits Affiliates).

Tax Indemnification. (a) Seller hereby indemnifies shall be responsible for, pay or cause to be paid, and shall indemnify Buyer and each of its Affiliates, Subsidiaries and Affiliates (including the Purchased Subsidiaries, against Business Subsidiaries after the Closing Date) (each a “Buyer Tax Indemnitee”) and agrees to hold each of them Buyer Tax Indemnitee harmless from and against, without duplication, any and all (i) Excluded Taxes (other than any Taxes reflected as a liability in the Final Working Capital Statement) and (ii) Taxes attributable to any breach by Seller of the covenant in Section 5.01(r); provided that any such liability described in subclause (i) and (ii) shall be calculated by taking into account any net operating loss (or similar tax attribute) or credit available to the Business Subsidiaries in such Pre-Closing Tax that is an Income Tax Period, as determined prior to the utilization of any of such attributes by Buyer during the Purchased Subsidiaries or any PrePost-Closing Tax that is an Income Period. (b) Buyer shall be responsible for, pay or cause to be paid, and shall indemnify Seller and its Subsidiaries and Affiliates (other than the Business Subsidiaries) (each a “Seller Tax attributable to Indemnitee”) and hold each Seller Tax Indemnitee harmless from and against any and all (i) Taxes of or imposed on the Business Subsidiaries or the Purchased AssetsAssets for any Post-Closing Tax Period other than Taxes included in the definition of Excluded Taxes, (ii) liability for the payment of Taxes attributable to any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered breach by Buyer or any of its Affiliates or, effective upon Closing, of the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiariescovenants in Section 7.07, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g(iii) of the Code or any comparable provision portion of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise Transfer Taxes for any Tax Claim (as defined below) as to which Buyer provides notice is responsible pursuant to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing7.06. (c) The amount For purposes of this Agreement, in the case of any indemnification payment made under this Section 8.09 by Straddle Period of a Business Subsidiary, (i) Property Taxes of such Business Subsidiary allocable to the party making an indemnification payment under Section 8.09 (the “Pre-Closing Tax Indemnifying Party”) Period shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise equal to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Tax Savings received by Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) Taxes (other than Property Taxes) of such Business Subsidiary allocable to the Pre-Closing Tax Indemnified PartyPeriod shall be computed as if such taxable period ended as of the end of the day on the Closing Date; provided, net that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each period. (d) For purposes of this Agreement, in the case of any expenses incurred Straddle Period relating to the Purchased Assets, Property Taxes relating to the Purchased Assets allocable to the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by such a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Tax Indemnified Party Period and the denominator of which is the number of calendar days in collecting such amountthe entire Straddle Period.

Tax Indemnification. (ai) Seller hereby indemnifies Buyer Sellers shall indemnify Purchaser and its Affiliates, Affiliates (including the Purchased Companies and the Subsidiaries, against ) and agrees to hold each of them harmless from all liability for (1) Excluded Taxes and (2) any breach of a representation set forth in Section 4.11, except in each case (iA) in respect of Taxes described on Schedule 10.6(a)(i) or (B) to the extent Taxes have been taken into account in calculating the adjustments set forth in Section 2.1(ii) through (iv) and the adjustments to the Initial Purchase Price set forth in Section 2.2. Notwithstanding the foregoing, Sellers shall not indemnify and hold harmless Purchaser and its Affiliates (including the Companies and Subsidiaries) from any liability for (A) Taxes attributable to any action taken on or after the Closing Date by Purchaser, any of its Affiliates (including the Companies and the Subsidiaries) or any transferee of Purchaser or any of its Affiliates (other than any such action expressly required by applicable Law or by this Agreement or pursuant to a legally binding commitment entered into by Sellers, the Companies or the Subsidiaries made before the Closing) (a “Purchaser Tax Act”) or (B) Taxes attributable to a breach by Purchaser of its obligations under this Agreement or (C) the increase in costs and expenses (including, without limitation, Taxes) described in Section 10.6(a)(ii)(6) and (7). (ii) Purchaser shall, and shall cause the Companies and Subsidiaries to, indemnify Sellers and their Affiliates and hold them harmless from (1) all liability for Taxes of the Companies and the Subsidiaries for any taxable period ending after the Closing Date (except to the extent such taxable period began before the Closing Date, in which case Purchaser’s indemnity will cover only that portion of any such Taxes that are not for the Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased AssetsPeriod), (ii2) all liability for the payment Taxes described on Schedule 10.6(a)(i), (3) any liability for Taxes that have been taken into account in calculating the adjustments set forth in Section 2.1(ii) through (iv) and the adjustments to the Initial Purchase Price set forth in Section 2.2, (4) except as provided in Section 10.6(a)(ii)(6) and (7), liability for 50% of the amount of Transfer Taxes arising from the transactions contemplated by this Agreement, (5) all liability for Taxes attributable to a Purchaser Tax Act or to a breach by Purchaser of its obligations under this Agreement, (6) the increase in costs and expenses (including, without limitation, Taxes) incurred by any Tax Seller, Company, Subsidiary or any of their respective Affiliates over the amount that would have been incurred by any of them had the sale of German Holdco as described in Section 1.2 of this Agreement and the application of the proceeds as described therein not occurred, but Financiere Pollux SA were instead sold owning German Holdco, for the aggregate amount of proceeds attributable to German Holdco and Financiere Pollux SA and (7) the increase in costs and expenses (including, without limitation, Taxes) incurred by any Seller, Company, Subsidiary or any of their respective Affiliates as a result of any Purchased Subsidiary being or having Purchaser Restructuring Transaction over the costs and expenses (including, without limitation, Taxes) that would have been before the Closing a member of a Seller Group, incurred had such Purchaser Restructuring Transaction not been undertaken. (iii) liability for In the payment case of any Tax arising directly from taxable period that includes (but does not end on) the Carve Out Plan other than Closing Date (a Transfer Tax“Straddle Period”): (1) real, personal and intangible property Taxes (iv“Property Taxes”) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller Companies and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident allocable to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a PostPre-Closing Tax Period from shall be equal to the reduction amount of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability such Property Taxes for the payment entire Straddle Period multiplied by a fraction, the numerator of any loss attributable to or resulting from any action or prohibited action described which is the number of days during the Straddle Period that are in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii2) liabilities, costs and expenses the Taxes (including reasonable expenses other than Property Taxes) of investigation and attorneys’ fees and expenses) arising out of the Companies or incident the Subsidiaries allocable to the impositionPre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) exemptions, allowances or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. deductions that are calculated on an annual basis (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”including, but not limited to, depreciation and amortization deductions) shall be net of any Tax Savings realized by allocated between the party receiving such payment (period ending on the “Tax Indemnified Party”) arising from Closing Date and the incurrence of period after the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced Closing Date in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay proportion to the Tax Indemnifying Party the amount number of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party days in collecting such amounteach period.

Tax Indemnification. (a) Seller hereby indemnifies will indemnify, defend and hold the Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them Group harmless from and against all Liability for Taxes with respect to the Business and the Company for any (i) Pre-Closing Tax taxable period that is an Income Tax ends on or before the date hereof and the portion of any of Straddle Period ending on the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 date hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies will indemnify, defend and hold the Seller and its Affiliates against and agrees to hold each of them Group harmless from (i) any Income and against, except to the extent Seller is otherwise required to indemnify Buyer for such Tax pursuant to Section 13.6(a), all Liability for Taxes of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilitiesCompany for any taxable period ending after the date hereof, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion portion of any Income Tax described in clause (i), including those incurred in Straddle Period following the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closingdate hereof. (c) The amount obligations of each party to indemnify, defend and hold harmless the other party and other Persons, pursuant to Sections 13.6(a) and 13.6(b), will terminate upon the expiration of all applicable statutes of limitations (giving effect to any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving extensions thereof), PROVIDED, HOWEVER, that such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise obligations to such payment or payment of any indemnification payment with respect thereto. For purposes hereofindemnify, “Tax Savings” means, defend and hold harmless will not terminate with respect to any event for individual item as to which an indemnification payment is made under Section 8.09Indemnified Party shall have, an amount by which before the net Tax liability expiration of the Tax applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the applicable Indemnifying Party. (d) In the case of any Straddle Period, (i) the periodic Taxes of the Company and the Business that are not based on income or receipts (E.G., property Taxes) for the portion of any Straddle Period ending on the date hereof will be computed based on the ratio of the number of days in such portion of the Straddle Period and the number of days in the entire taxable period, and (ii) Taxes of the Company for the portion of any Straddle Period ending on the date hereof (other than the Taxes described in Section 13.6(d)(i)) shall be computed as if such taxable period ended as of the close of business on the date hereof, and, in the case of any Income Taxes of the Company attributable to the ownership by the Company of any equity interest in any partnership or other "flowthrough" entity (other than the Company), as if a taxable period of such partnership or other "flowthrough" entity ended as of the close of business on the date hereof. (e) Any indemnity payment required to be made pursuant to this Section 13.6 will be paid within 30 days after the Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of makes written demand upon the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid (or would be required to be paid if no such Taxes are due) to the relevant taxing authority (including estimated Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountpayments).

Tax Indemnification. (aSubject to the limitations set forth in Section 5.9(g) Seller hereby indemnifies Buyer below, and its Affiliatesexcept as provided in Section 5.9(a) of this Agreement, including the Purchased SubsidiariesCompany Securityholders shall, against severally and agrees to not jointly, by offset in accordance with the terms set forth herein indemnify and defend the Indemnified Persons, and hold each of them harmless from and against any and all Damages attributable to (i) all Taxes (or the non-payment thereof) of the Company and each Company Subsidiary for all Pre-Closing Tax that is an Income Tax Periods (which includes, without limitation and for the avoidance of any doubt, all Taxes of the Purchased Subsidiaries Company and each Company Subsidiary arising or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before accruing up through and including the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes Date as a result of the Carve Out Plan transactions contemplated by this Agreement or the Cash Repatriation Plan; providedOption Agreement, further, that Seller shall have no liability for and all Taxes of the payment of any loss attributable Company and each Company Subsidiary arising after the Closing Date solely to or the extent resulting from any action recharacterization of payments to Company Securityholders pursuant to the Option Agreement or prohibited action described this Agreement in Section 8.07 hereofconsideration for their capital stock of the Company), (ii) any liability for Taxes of any member of an affiliated, consolidated, combined or unitary group of which each of the Company or any Company Subsidiary (or any predecessor of the Company or any Company [*] Confidential treatment requested. 79 CONFIDENTIAL TREATMENT REQUESTED Subsidiary) is or was a member, on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign law or regulation, (iii) all Taxes of any person imposed on any Indemnified Person as a transferee or successor, by contract or pursuant to any law, rule or regulation as the result of transactions or events occurring with respect to the Company or a Company Subsidiary on or prior to the Closing Date, (iv) all employer Taxes associated with payments in respect of Company Options, exercises of Company Options, or other transaction-related compensation arising in contemplation of, or in connection with, the transactions contemplated by this Agreement and the Option Agreement, (v) all Taxes of the Company and any Company Subsidiary attributable to the Divestiture, (vi) any reduction in the total amount of Company NOLs determined as of the Closing Date (prior to the application of any usage limitations under the Code and its regulations) to an election made amount less than the difference between $[*] and the aggregate amount of income and gain recognized by the Company in connection with the Divestiture (not to exceed $[*]), and any reduction in the actual amount of orphan drug and research and development tax credits of the Company determined as of the Closing Date below $[*] (any such reduction of Company NOLs or deemed made by Buyer Tax credits, a “Tax Benefit Reduction”), (vii) any limitation on the Indemnified Persons’ ability to use Company NOLs or tax credits (an “Additional Limitation”) under Sections 382 or 383 of the Code (or analogous state income tax laws) resulting solely from an “ownership change” of the Company within the meaning of Section 338(g382(g) of the Code occurring on or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(aprior to the Closing Date, other than (A) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless such a limitation resulting solely from (i) any Income Tax the closing of the Purchased Subsidiaries that is not Merger or (B) such a Pre-Closing Tax limitation, if any, resulting solely from execution of the Option Agreement, and (iiviii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion breach of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating representation or warranty pursuant to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing2.11 hereof. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.

Tax Indemnification. (a) Seller hereby indemnifies Each Quotaholder shall be jointly and severally liable for and shall indemnify the Buyer and its Affiliates, Affiliates (including the Purchased Subsidiaries, against Company) and agrees to hold each of their respective officers, directors, employees, quotaholders, stockholders, agents and representatives (the "Buyer Indemnitees") and hold them harmless from any and against (i) all liability for Taxes of the Company for the Pre-Closing Tax that is an Income Tax Period, irrespective of whether any of such liability was disclosed by the Purchased Subsidiaries Quotaholders or any Pre-Closing Tax that is an Income Tax attributable discovered by the Buyer prior to the Purchased AssetsClosing, (ii) any liability for Taxes attributable to a breach by the payment Company, the Sellers or the Former Quotaholders of their respective obligations under this Agreement or any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, Transaction Agreement and (iii) all liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ legal fees and expenses), arising out of or incident expenses for any item attributable to the imposition, assessment or assertion of any Income Tax described item in clauses clause (i) — or (ii)) above. Notwithstanding the foregoing, including those incurred in the contest in good faith in appropriate proceedings relating Quotaholders shall not indemnify and hold harmless the Buyer Indemnitees from any liability for Taxes attributable to any action taken after the imposition, assessment or assertion of any such Tax, in each case incurred or suffered Closing by the Buyer or any of its Affiliates or, effective upon Closing, (including the Purchased Subsidiaries; provided, however, that Seller shall have no liability for Company) (a "Buyer Tax Act"). In the payment case of any Tax under clauses taxable period that includes (iii)-(ivbut does not end on) the Closing Date (a "Straddle Period"): real, personal and intangible property Taxes and any other than for Taxes actually incurred not measured in whole or in part by Buyer and its Affiliates, including reference to income or revenues of the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a PostCompany ("Property Taxes") allocable to the Pre-Closing Tax Period from shall be equal to the reduction amount of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability such Property Taxes for the payment entire Straddle Period multiplied by a fraction, the numerator of any loss attributable to or resulting from any action or prohibited action described which is the number of days during the Straddle Period that are in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and the Taxes of the Company other than Property Taxes allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. the Quotaholders' indemnity obligation in respect of Taxes for a Straddle Period shall initially be fulfilled by the payment by the Sellers to the Buyer of the excess of (iiA) liabilitiessuch Taxes for the Pre-Closing Tax Period over (B) the amount of such Taxes for the Pre-Closing Tax Period paid by the Sellers or any of its Affiliates (other than the Company) at any time, costs plus the amount of such Taxes for the Pre-Closing Tax Period paid by the Company on or prior to the Closing Date. The Sellers shall initially pay such excess amounts to the Buyer within thirty (30) days after the Return with respect to the liability for such Taxes is required to be filed (or, if later, is actually filed). If the amount of such Taxes paid by the Sellers or any of their Affiliates (other than the Company) at any time exceeds the amount payable by the Sellers pursuant to the preceding sentence, the Buyer shall pay to the Sellers the amount of such excess within thirty (30) days after the Return with respect to the liability for such Taxes is required to be filed. Other Indemnification by the Sellers. Except as relates to Taxes, for which the sole indemnification is provided in Section 9.01, each Quotaholder shall jointly and expenses severally indemnify the Buyer Indemnitees against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable expenses of investigation and attorneys’ legal fees and expenses) arising out of suffered or incident incurred by any such indemnified party to the imposition, assessment or assertion extent arising from: any breach of any Income Tax described representation or warranty of the Sellers, the Company or the Former Quotaholders contained in clause (i)this Agreement, including those incurred the Transaction Agreements or in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion any certificate delivered pursuant hereto; any breach of any such Income Taxcovenant of the Sellers, the Company or the Former Quotaholders contained in each case incurred or suffered by Seller this Agreement or any of its AffiliatesTransaction Agreement; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment Transfer permitted under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence 11.11 of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountFormer Quota Purchase Agreement.

Tax Indemnification. (a) Seller hereby indemnifies will indemnify, defend and hold harmless the Buyer Group from and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-all Income Taxes of the Acquired Companies for any taxable period that ends on or before the Closing Tax that is an Income Tax Date and the portion of any of Straddle Period ending on the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased AssetsDate, (ii) liability for the payment of any Tax all Liability (as a result of Treasury Regulation Section 1.1502-6(a) or otherwise) for Income Taxes of Seller or any Purchased Subsidiary being other Person (other than any of the Acquired Companies with respect to themselves) which is or having has ever been before affiliated with any of the Acquired Companies, or with whom any of the Acquired Companies otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Tax Return, prior to the Closing and all Liability for Income Taxes of any Person (other than the Acquired Companies as to themselves) imposed on any of the Acquired Companies as a member of a Seller Grouptransferee or successor, by contract or otherwise, (iii) any and all liability for incurred by any member of the payment Buyer Group based upon the breach by Seller of any Tax arising directly from the Carve Out Plan other than a Transfer Taxrepresentation and warranty provided in Section 5.14(l), (iv) liability all Taxes for any Tax period attributable to the payment breach by Seller of any withholding Tax arising directly from the Cash Repatriation Plan, covenant or obligation under this Article XIII and (v) all liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilitiesreasonable legal, costsaccounting, expenses (including reasonable expenses of investigation and attorneys’ appraisal, consulting or similar fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings expenses relating to the impositionforegoing. Notwithstanding the foregoing, assessment Seller will not indemnify, defend or assertion hold harmless any member of the Buyer Group from any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than Liability for Taxes actually incurred by Buyer and its Affiliatesattributable to any action taken outside of the Ordinary Course of Business and, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including Buyer making an election made or deemed made by Buyer under Section 338(g) of the Code as described in Section 13.11, after the Effective Time by Buyer, any of its Affiliates (including the Acquired Companies) or any comparable provision transferee of Applicable Law. No indemnification shall be provided under this Section 8.09(a) Buyer or otherwise for any of its Affiliates (a “Buyer Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after ClosingAct”). (b) Buyer hereby indemnifies will indemnify, defend and hold the Seller and its Affiliates against and agrees to hold each of them Group harmless from and against (i) any Income except to the extent Seller is otherwise required to indemnify Buyer for such Tax pursuant to Section 12.1(a) or Section 13.8(a), all Taxes of each of the Purchased Subsidiaries that is not a Pre-Closing Tax and Acquired Companies, (ii) liabilitiesall Taxes for any Tax period attributable to the breach by Buyer of any covenant or obligation under this Article XIII, costs (iii) all Liability for Taxes or any increase in Taxes attributable to a Buyer Tax Act, and (iv) all liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closingforegoing. (c) The amount obligations of each party to indemnify, defend and hold harmless the other party and other Persons, pursuant to Sections 13.8(a) and 13.8(b), will terminate 30 days after the expiration of all applicable statutes of limitations (giving effect to any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving extensions thereof); provided, however, that such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise obligations to such payment or payment of any indemnification payment with respect thereto. For purposes hereofindemnify, “Tax Savings” means, defend and hold harmless will not terminate with respect to any event for individual item as to which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the applicable Indemnifying Party. (d) In the case of any Straddle Period: (i) Income Taxes of each of the Acquired Companies for the portion of any Straddle Period ending on the Closing Date (the “Pre-Closing Tax Indemnifying Party Period”) will be computed as if such taxable period ended as of the amount close of business on the Closing Date, and, in the case of any Income Taxes of any of the Acquired Companies attributable to the ownership by any of the Acquired Companies of any equity interest in any partnership or other “flowthrough” entity (other than the Acquired Companies), as if a taxable period of such net partnership or other “flowthrough” entity ended as of the close of business on the Closing Date; and (ii) Income Taxes of each of the Acquired Companies for which a Consolidated Tax Savings received by Return is filed will be computed in accordance with the principles of Treasury Regulation Section 1.1502-76 as if separate returns had been filed for each of the Acquired Companies for such Pre-Closing Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountPeriod and all prior taxable periods.

Tax Indemnification. (a) Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of Each Seller agrees to be responsible for and to indemnify and hold the Purchaser Indemnified Parties harmless from and against any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries all Losses and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses)Expenses resulting from, arising out of or incident to based on the imposition, assessment following: (A) any and all Taxes imposed on DOIL or assertion of any Income Tax described in clauses Subsidiary (i) — (iior any predecessor thereof), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer ▇▇ for which DOIL or any Subsidiary (or any predecessor thereof) m▇▇ otherwise be liable by reason of its Affiliates ortransferee liability, effective upon Closingassumption, contract, operation of law or otherwise: (1) for any taxable year or period that ends on or before the Purchased SubsidiariesClosing Date; provided, however, that Seller shall have no liability for the payment of any Tax under clauses and (iii)-(iv2) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from allocated to the reduction Sellers pursuant to SECTION 10.5(b)(v); (B) any breach or inaccuracy of tax attributes as a result any of the Carve Out Plan representations contained in SECTION 5.11, determined for this purpose without regard to any materiality qualifier, or the Cash Repatriation Planfailure to perform the covenants contained in SECTION 8.2(b)(xvi); provided, further, that Seller shall have no liability for and (C) any failure by the payment of Sellers to timely pay any loss attributable and all Taxes required to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made be borne by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as Sellers pursuant to which Buyer provides notice to Seller more than six years after ClosingSECTION 11.1. (bii) Buyer hereby indemnifies Seller and its Affiliates against and Purchaser agrees to indemnify and hold each of them harmless the Seller Indemnified Parties from (i) and against any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilitiesall Losses and Expenses resulting from, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident based on Taxes imposed on DOIL or any Subsidiary: (A) for any taxable year or perio▇ ▇hat begins after the Closing Date, (B) for the period allocated to the imposition, assessment or assertion of any Income Tax described in clause (iPurchaser pursuant to SECTION 10.5(b)(v), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(band (C) or otherwise for any Tax Claim as failure by Purchaser to which Seller provides notice timely pay any and all Taxes required to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 be borne by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise Purchaser pursuant to such payment or payment of any indemnification payment with respect theretoSECTION 11.1. For purposes hereofof SECTION 10.5 as and to the extent it relates to a particular indemnifiable Tax, “the Sellers will be credited for any estimated Tax Savings” means, with respect to any event for which an indemnification payment is payments made under Section 8.09, an amount by which on or before the net Tax liability of Closing Date towards the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result satisfaction of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountTax.

Tax Indemnification. (a) Seller hereby indemnifies Buyer From and its Affiliatesafter the Applicable Closing Date, including and without duplication, LivaNova shall indemnify and hold harmless the Purchased Subsidiaries, Purchaser Indemnitees from and against any and agrees to hold each of them harmless from any all Losses for (i) Taxes attributable to the ownership and operation of the Transferred Assets or the Business attributable to all Pre-Closing Tax that is an Income Tax of any Periods, (ii) Taxes of the Purchased Transferred Subsidiaries or any attributable to all Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller GroupPeriods, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer Taxes imposed on LivaNova or any of its Affiliates or, effective upon Closingaffiliates (not including the Transferred Subsidiaries) for any taxable period except to the extent such Taxes are attributable solely to (A) Purchaser’s ownership or operation of the Transferred Subsidiaries, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for Transferred Assets or the payment Business or (B) items of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including income of the Purchased Subsidiaries, and shall have no liability for any Taxes Transferred Subsidiaries arising in a Post-Closing Tax Period from Period, (iv) any breach by LivaNova or any of its affiliates of the reduction representations and warranties contained in Section 3.14 or of tax attributes any covenant or agreement contained in Sections 1.05 and 9.06 and this Article X (other than a breach by a Transferred Subsidiary following the Applicable Closing Date), (v) Taxes of another person (other than a Transferred Subsidiary) imposed on a Transferred Subsidiary (A) as a transferee or successor due to transactions occurring on or prior to the Applicable Closing, (B) as a result of contracts or agreements entered into (other than commercial contracts entered into in the Carve Out Plan ordinary course of business the primary subject matter of which is not Taxes)on or prior to the Cash Repatriation Plan; providedApplicable Closing, furtheror (C) as a result of such Transferred Subsidiary being included in any fiscal unity or consolidated, that Seller shall have no affiliated, combined, unitary or similar group at any time prior to the Applicable Closing Date, (vi) Transfer Taxes imposed on LivaNova pursuant to Section 10.01(b), (vii) all liability for the payment of VAT imposed on LivaNova or any loss attributable Seller pursuant to or resulting from any action or prohibited action described Section 10.02(i) and (viii) all Taxes (other than Transfer Taxes addressed in Section 8.07 hereof10.01(b)) and VAT addressed in Section 10.02(i)) imposed in connection with the Restructuring, including an election made or deemed made by Buyer under Section 338(g) in each case, to the extent such liability for Taxes is not included in the determination of Net Working Capital as finally determined hereunder. Notwithstanding the Code or foregoing, LivaNova shall not have any comparable provision of Applicable Law. No indemnification shall be provided obligations under this Section 8.09(a10.03(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closingliability for Taxes that results from any breach of any covenants or agreements of Purchaser or its affiliates under this Agreement. (b) Buyer hereby indemnifies From and after the Applicable Closing Date, and without duplication, Purchaser shall indemnify and hold harmless the Seller Indemnitees from and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax all liability for Taxes attributable to the ownership and operation of the Purchased Transferred Assets, the Transferred Subsidiaries that is not a Preor the Business for all Post-Closing Tax Periods (other than any such amounts arising as a result of a breach of the representations contained in Sections 3.14(a)(viii), 3.14(a)(ix), 3.14(a)(x)), or 3.14(d) and any other amounts that are properly indemnifiable by LivaNova pursuant to Section 10.03(a)), (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered breach by Seller Purchaser or any of its Affiliates; provided that no indemnification affiliates of any of any covenants or agreements in Sections 1.05 and 9.06 and this Article X (other than a breach by a Transferred Subsidiary on or before the Closing), (iii) all liability for Transfer Taxes imposed on Purchaser pursuant to Section 10.01(b) and (iv) all liability for VAT imposed on Purchaser pursuant to Section 10.02(i). Notwithstanding the foregoing, Purchaser shall be provided not have any obligations under this Section 8.09(b10.03(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closingliability for Taxes that results from any breach of any covenants or agreements of LivaNova or its affiliates under this Agreement. (c) The amount In the case of any Straddle Period, Taxes shall be allocated to the Pre-Closing Tax Period in accordance with Section 10.01(b)(iii). (d) Notwithstanding any other provision in this Agreement, Purchaser Indemnitees shall not have any right to indemnification payment made (i) under Section 10.03(a)(i) or Section 10.03(a)(iv) from and against any Taxes of any person that are attributable to the Post-Closing Tax Period (other than with respect to a breach of the representations contained in Sections 3.14(a)(viii), 3.14(a)(ix) 3.14(a)(x) or 3.14(d)) or (ii) under this Section 8.09 by 10.03 due to the party making an indemnification payment under Section 8.09 (the “unavailability in any Post-Closing Tax Indemnifying Party”) shall be net Period of any net operating losses, credits or other Tax Savings realized by attributes otherwise attributable to the party receiving Pre-Closing Tax Period. (e) None of Purchaser, the Transferred Subsidiaries or any affiliate of Purchaser shall, without the prior written consent of LivaNova (such payment (the “Tax Indemnified Party”consent not to be unreasonably withheld, conditioned, or delayed) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced engage in any Tax period as a result of transaction (other than any transactions expressly contemplated by this Agreement, the indemnified loss Ancillary Agreements, or the amount of a Tax refund Restructuring Plan) on the Initial Closing Date but after the Initial Closing that is generated as a result outside the ordinary course of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountbusiness.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of the Closing Statement, Seller hereby indemnifies shall indemnify the Company, Buyer, and each Buyer Indemnitee and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any and against (i) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.14; (ii) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation of Seller in this Article 9; (iii) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods that is an Income Tax are not paid by Seller or reserved for on the Financial Statements; (iv) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Purchased Subsidiaries Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any Pre-Closing Tax comparable provisions of foreign, state or local Law; and (v) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring during the period in which Seller was a shareholder of the Company. Seller shall reimburse Buyer for any Taxes of the Company that is an Income Tax are the responsibility of Seller pursuant to this Article 9 within ten Business Days after payment of such Taxes by Buyer or the Company. Notwithstanding the foregoing, Seller will not indemnify, defend or hold harmless any Buyer Indemnitee from any Liability for Taxes attributable to the Purchased Assets, any action (ii) liability for other than the payment of any Tax as a result of any Purchased Subsidiary being or having been before Taxes) taken after the Closing a member Date by Buyer, any of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses its Affiliates (including reasonable expenses the Company) or any transferee of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies The representations and warranties of Seller and its Affiliates against and agrees in Section 9.3(a) refer only to hold each of them harmless from (i) any Income Tax past activities of the Purchased Subsidiaries that is Company and are not intended to serve as representations to, or warranties regarding, or a Pre-Closing Tax and (ii) liabilitiesguarantee of, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident nor can they be relied upon with respect to, Taxes attributable to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closingperiods (or portions thereof) beginning after, or Tax positions taken after, the Closing Date. (c) The amount Buyer and the Company shall indemnify Seller and each of the Seller Indemnitees, and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation of Buyer in this Article 9; (ii) all Taxes of the Company or relating to the business of the Company for all Post-Closing Tax Periods; (iii) any Taxes allocated to Buyer’s portion of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 Straddle Period; and (the “Tax Indemnifying Party”iv) shall be net any and all Taxes of any Tax Savings realized by Person imposed on the party receiving such payment (Seller relating to an event or transaction occurring after the “Tax Indemnified Party”) arising from Closing Date. Buyer or the incurrence Company shall reimburse Seller for any Taxes of the event giving rise Company that are the responsibility of Buyer or the Company pursuant to such payment Section 9.4 or this Subsection 9.3(c) within ten Business Days after any payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount such Taxes by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountSeller.

Tax Indemnification. (a) Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any Pfizer shall indemnify, defend and hold Purchaser and its Affiliates (including the Conveyed Companies) harmless from and against all Losses arising from (A) all Liability for Taxes of the Conveyed Companies or with respect to the Purchased Subsidiaries or Assets for any Pre-Closing Tax that is an Income Tax attributable Period, (B) all Liability from any breach of Pfizer’s representations and warranties contained in Section 6.16 to the extent such Liability relates to (1) Taxes of the Conveyed Companies or the Purchased AssetsAssets for any Pre-Closing Period and (2) in the case of Pharmacia Groningen B.V., (ii) liability corporate income tax and value-added tax for the payment Pre-Closing Period of any Tax the fiscal unity to which it belonged during such period; (C) all Liability (as a result of Treasury Regulation Section 1.1502-6(a) and any Purchased Subsidiary being analogous provisions of foreign laws including the Dutch Tax Collection Act (“Invorderingswet 1990”) or having been before otherwise) for Income Taxes and, with respect to the Closing a member Netherlands, for all Taxes, of a Seller Group, Pfizer or any other Person (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than the Conveyed Companies) which is or has ever been affiliated with the Conveyed Companies, or with whom the Conveyed Companies otherwise join or have ever joined (or are or have ever been required to join) in filing any consolidated, combined or unitary domestic or foreign Tax Return, prior to the Closing; (D) any and all Taxes relating to any bulk sale or bulk transfer laws or similar laws with respect to the Asset Selling Corporations for a Transfer Tax, Pre-Closing Period; (ivE) liability any other claim for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability Taxes for the payment of any Tax of the Seller a Pre-Closing Period for which Pharmacia Groningen B.V. is held secondarily liable for Taxes and the Retained Subsidiaries for which another Person is primarily liable; and (viF) liabilities, costs, expenses (including reasonable expenses all Liability for any breach of investigation Pfizer’s covenants in Sections 8.02(k) and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings 8.04 relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased SubsidiariesTaxes; provided, however, that Seller (i) to the extent such Losses are with respect to legal, accounting and appraisal fees and expenses, such amounts must be reasonable, (ii) Pfizer’s indemnity obligation for Taxes pursuant to this Section 8.04(g)(i) shall have no be reduced by refunds of Taxes (excluding carrybacks from post-Closing Date years to the extent permitted hereunder) with respect to such periods that end on or before the Closing Date that are received after the Closing Date by Purchaser or any of its Affiliates and not previously remitted to Pfizer and (iii) in the event that the Healon Business Drop Down has not been completed on or before the Closing, any Liability for Taxes related to the Healon Business Drop Down shall be regarded as being for a Pre-Closing Period. Notwithstanding anything to the contrary in Section 8.04(g), Pfizer shall not indemnify, defend or hold harmless Purchaser or any of its Affiliates from any Losses arising from any liability for Taxes that are (a) attributable to any Purchaser Tax Act; or (b) to the payment extent of any Tax under clauses net operating or capital loss carryforwards of the Conveyed Companies directly reduce such liability for such Taxes or (iii)-(ivc) other than for Taxes actually incurred by Buyer virtue of a change in the use of any property of a Conveyed Company resulting in an obligation to adjust value-added Taxes if such change is made after the Closing Date. Furthermore, Pfizer’s obligation to indemnify, defend and hold harmless Purchaser and its Affiliates, including Affiliates from Losses as set forth in Section 8.04(g) shall terminate effective 60 days after the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result expiration of the Carve Out Plan or the Cash Repatriation Planapplicable statute of limitations (including extensions) in respect of such Losses; provided, further, that Seller shall have no liability with respect to a Tax Claim for the payment of any loss attributable to or resulting from any action or prohibited action described in which a claim for indemnification under Section 8.07 hereof, including an election made or deemed 8.04(g) has been made by Buyer Purchaser or its Affiliates (including the Conveyed Companies), with reasonable specificity, by written notice given under Section 338(g) 8.04(i)(A), Pfizer’s indemnification obligation shall continue until the date of the Code or any comparable provision a final determination of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any such Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after ClosingClaim. (bii) Buyer hereby indemnifies Seller Purchaser shall, and shall cause the Conveyed Companies to, indemnify, defend and hold Pfizer and its Affiliates against and agrees to hold each of them harmless from and against all Losses arising from: (A) any Liability for Taxes of the Conveyed Companies except to the extent Pfizer is otherwise required to indemnify Purchaser for such Tax pursuant to Section 8.04(g)(i); (B) any Liability for Taxes that is attributable to a Purchaser Tax Act; and (C) any Liability for any breach of Purchaser’s covenants in this Section 8.04 relating to Taxes; provided, however, that (i) Purchaser’s indemnity obligation for Taxes pursuant to clauses (B) and (C) shall include any Income additional Taxes arising as a result of a reduction in the amount of foreign tax credits that are available to Pfizer (computed as if Pfizer could have fully utilized all available foreign tax credits), (ii) the Purchaser indemnity obligation with respect to clause (B) shall cease to apply with respect to Purchaser Tax Acts (1) relating to Healon AB occurring after the 3rd anniversary of the Closing Date and (2) relating to Pharmacia Groningen B.V. occurring after the 5th anniversary of the Closing Date and (iii) to the extent such Losses are with respect to legal, accounting and appraisal fees and expenses, such amounts must be reasonable. Purchaser’s obligation to indemnify, defend and hold harmless Pfizer and its Affiliates from any such Loss shall terminate effective 60 days after the expiration of the applicable statute of limitations (including extensions) in respect of such Losses; provided, further, with respect to a Tax Claim for which a claim for indemnification under Section 8.04(g) has been made by Pfizer or its Affiliates, with reasonable specificity, by written notice given under Section 8.04(i)(A), Purchaser’s indemnification obligation shall continue until the date of a final determination of such Tax Claim. (iii) In the case of any Straddle Period: (A) The periodic Taxes of the Conveyed Companies or with respect to the Purchased Subsidiaries Assets that is are not a based on income or receipts (e.g., property Taxes) for the portion of any Straddle Period ending on the Closing Date (the “Pre-Closing Tax Period”) shall be computed based upon the ratio of the number of days in the Pre-Closing Tax Period and the number of days in the entire Tax period; and (iiB) liabilitiesTaxes of the Conveyed Companies or with respect to the Purchased Assets for the Pre-Closing Tax Period (other than Taxes described in Section 8.04(g)(iii)(A) above) shall be computed as if such taxable period ended as of the close of business on the Closing Date and, costs and expenses in the case of any Taxes of the Conveyed Companies attributable to the ownership by the Conveyed Companies of any equity interest in any partnership or other “flowthrough” entity, as if a taxable period of such partnership or other “flowthrough” entity ended as of the close of business on the Closing Date. (iv) Any indemnity payment required to be made pursuant to this Section 8.04(g) shall be made within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than 5 Business Days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including reasonable expenses of investigation estimated Tax payments); provided that any indemnity payment for Taxes that are with respect to non-Income Taxes and attorneys’ fees and expenses) arising out of are required to be filed by Purchaser on a separate Tax Return basis for any Tax period ending on or incident before the Closing Date shall be made within 10 days after the Purchaser or its Affiliates makes written demand upon Pfizer, but in no case earlier than 5 Business Days prior to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating date on which such Taxes are required to be paid to the impositionrelevant taxing authorities. (v) Any indemnity payment made pursuant to this Section 8.04 shall be treated as an adjustment to the price paid by Purchaser for the relevant Conveyed Company or the Purchased Assets, assessment or assertion of any such Income Taxas the case may be, in each case incurred or suffered by Seller for Tax purposes, unless a final determination with respect to the indemnified party or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving Affiliates causes such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which be treated other than as an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay adjustment to the purchase price for Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountpurposes.

Tax Indemnification. (a) Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold each of them harmless from any (i) Seller shall indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Losses incurred, sustained, suffered or paid by such Buyer Indemnified Party arising out of or as a result of: (A)(1) Taxes of the Purchased Entities for all Pre-Closing Tax that is an Income Tax of any of Periods, (2) Taxes imposed on the Purchased Subsidiaries or Assets for any Pre-Closing Tax Period, (3) Taxes imposed on the Business for any Pre-Closing Tax Period and (4) Taxes arising out of any termination of intercompany accounts in Section 6.18 or the release set forth in Section 6.18(d), (B) Taxes (for the avoidance of doubt including any VAT or any Transfer Taxes) imposed as a result of the Operational Separation Activities contemplated by Section 2.7 and Schedule 2.7(a) of the Disclosure Letter, (C) Transfer Taxes or VAT that the Seller is an Income Tax attributable responsible for under this Section 6.8, (D) Taxes arising out of any breach of any covenant made by Seller in this Section 6.8 or any breach of any representation or warranty made by Seller in Section 4.8, and (E) Taxes arising under Section 1.1502-6 of the Treasury Regulations or any similar provision of state, local or foreign Law by virtue of any Purchased Entity having been a member of a consolidated, combined, affiliated, unitary or other similar tax group or fiscal unit prior to the Purchased AssetsClosing, (ii) liability for the payment of any Tax in each case other than Taxes as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered action by Buyer or any of its Affiliates orafter the Closing Date or any action taken outside the ordinary course of business by Buyer or any of its Affiliates after the Closing but on the Closing Date (other than (a) any action or transaction contemplated by this Agreement including actions taken pursuant to Section 6.18 or with respect to the Section 338(g) Elections, effective upon Closing(b) actions taken at the direction of Seller or (c) actions required by applicable Law (without a reasonable alternative)) (collectively, the Purchased Subsidiaries; provided“Excluded Tax Liabilities”). Notwithstanding that a claim for Taxes or Losses may fall into multiple categories of this Section 6.8(a)(i), however, that Seller shall have no liability a Buyer Indemnified Party may not recover for the payment same specific amount of Taxes or Losses more than one time. Notwithstanding any Tax under clauses other provision of this Agreement and for the avoidance of doubt, the limitations in Section 9.2 shall not apply to this Section 6.8(a)(i) (iii)-(iv) other than as expressly provided in Section 9.2(c)). For the avoidance of doubt, the disclosure of the Tax matters set forth on Schedule 4.8 of the Disclosure Letter shall not alter Seller’s indemnification obligations to Buyer for Taxes actually incurred in this Section 6.8 or in Article 9. (ii) Except to the extent subject to indemnification pursuant to Section 7.1(a)(i) or Article 9, Buyer shall indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses incurred, sustained, suffered or paid by Buyer and its Affiliates, including such Seller Indemnified Party arising out of or as a result of: (A) Taxes of the Purchased Subsidiaries, and shall have no liability Entities for any Taxes arising in a all Post-Closing Tax Period from Periods, (B) Taxes imposed on the reduction of tax attributes as a result of Purchased Assets for any Post-Closing Tax Period, (C) Taxes imposed on the Carve Out Plan or the Cash Repatriation Plan; providedBusiness for any Post-Closing Tax Period, further, that Seller shall have no liability for the payment (D) Taxes arising out of any loss attributable to or resulting from breach by Buyer of any covenant in this Section 6.8, (E) Taxes arising out of any action taken outside the ordinary course of business by Buyer or prohibited any of its Affiliates after the Closing but on the Closing Date, except to the extent such action was expressly contemplated by this Agreement (including actions taken at the direction of Seller) or required by applicable Law (without a reasonable alternative), (F) Taxes in respect of Restricted Assets, Restricted Split Interests and Split Interests as described in Section 8.07 hereof, including an election made 2.6 and (G) any Transfer Taxes or deemed made by VAT that Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided is responsible for under this Section 8.09(a) 6.8. Notwithstanding that a claim for Taxes or otherwise Losses may fall into multiple categories of this Section 6.8(a)(ii), a Seller Indemnified Party may not recover for any Tax Claim (as defined below) as to which Buyer provides notice to Seller the same specific amount of Taxes or Losses more than six years after Closingone time. Notwithstanding any other provision of this Agreement and for the avoidance of doubt, the limitations in Section 9.2 shall not apply to this Section 6.8(a)(ii) (other than as expressly provided in Section 9.2(c)). (biii) Buyer hereby indemnifies To the extent reasonably practicable (or as otherwise reasonably agreed), Seller and its Affiliates against and agrees Buyer shall or shall cause the tax year of each Purchased Entity (including by making elections with any relevant Taxing Authority) that begins before but has not closed prior to hold each of them harmless from the Closing Date to close (ix) any Income Tax first, on the end of the Purchased Subsidiaries that day on the Closing Date to the extent permitted by applicable Law or (y) second, on the end of the day immediately preceding the Closing Date to the extent permitted by applicable Law. In the case of any Taxes where an applicable Straddle Period is not or cannot be closed pursuant to this Section 6.8(a)(iii), the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date (including for purposes of determining the amount of Taxes attributable to a Pre-Closing Tax Period with respect to such Straddle Period) shall be deemed to be (i) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period up through and ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (ii) liabilities, costs and expenses (including reasonable expenses in the case of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax Taxes not described in clause (i) (such as franchise Taxes or Taxes that are based on or related to income, receipts or specific transactions), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion amount of any such Income TaxTaxes shall be determined based upon an interim closing of the books as if such taxable period ended as of the close of business on the Closing Date which shall be deemed to be 11:59 pm on the Closing Date and shall include all Taxes applicable to transactions that have been consummated during the period prior to such time. With respect to any Purchased Entity or Purchased Minority Interest that is a flow through entity for Tax purposes or a “controlled foreign corporation” (as defined under the Code), in each case incurred or suffered by Pre-Closing Taxes shall include any Taxes on the allocable income of such entity as if it was allocated pursuant to Treasury Regulations Section 1.1502-76(b)(2)(vi) as if Seller or any had sold all of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) direct or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closingindirect interests in all Purchased Entities or Purchased Minority Interests immediately before the end of the taxable period ending on the Closing Date, based on an interim closing of the books method. (civ) The amount Notwithstanding anything to the contrary herein, in no event will Buyer or any Affiliate of Buyer be required to indemnify any indemnification payment made under this Section 8.09 by Seller Indemnified Party for any Taxes to the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise extent a current asset attributable to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party Taxes (or a group filing a Tax Return that includes such Tax Indemnified Partyas prepaid Taxes) is actually reduced was included in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amountFinal Closing Net Working Capital.

Tax Indemnification. (a) If the Closing shall occur, Seller hereby indemnifies shall be responsible for, pay or cause to be paid, and shall indemnify Buyer and each of its Affiliates, Subsidiaries and Affiliates (including the Purchased Subsidiaries, against Business Subsidiaries after the Closing Date) (each a “Buyer Tax Indemnitee”) and agrees to hold each of them Buyer Tax Indemnitee harmless from and against, without duplication, any and all (i) Pre-Closing Tax that is an Income Tax Excluded Taxes (other than any such Taxes reflected as a liability in the Final Working Capital Statement), (ii) Taxes attributable to (A) any breach by Seller or any of its Affiliates of any covenant contained in this Agreement or (B) any inaccuracy in or breach of any representation or warranty contained in Section 3.17, provided, that except with respect to any inaccuracy in or breach of any representation or warranty contained in Section 3.17(f) or (k), indemnification pursuant to this clause (B) shall be limited to Taxes of or imposed on the Purchased Business Subsidiaries, or for which the Business Subsidiaries or are liable under applicable Law, in each case, for any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller GroupPeriod, (iii) liability Transfer Taxes for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Taxwhich Seller is responsible pursuant to Section 7.08, and (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plancosts and expenses, (v) liability for the payment of any Tax of the Seller and the Retained Subsidiaries and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ legal fees and expenses), arising out of or incident attributable to the imposition, assessment or assertion of any Income Tax item described in clauses (i) — through (iiiii). (b) If the Closing shall occur, including those incurred in Buyer shall be responsible for, pay or cause to be paid, and shall indemnify Seller and its Subsidiaries and Affiliates (other than the contest in good faith in appropriate proceedings relating to Business Subsidiaries) (each a “Seller Tax Indemnitee”) and hold each Seller Tax Indemnitee harmless from and against any and all (i) Taxes of or imposed on the impositionBusiness Subsidiaries, assessment or assertion of any such Taxfor which the Business Subsidiaries are liable under applicable Law, in each case incurred or suffered except to the extent that such Taxes are the responsibility of Seller under Section 7.01(a), (ii) Transfer Taxes for which Buyer is responsible pursuant to Section 7.08, (iii) Taxes attributable to any breach by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses covenant contained in this Agreement, and (iii)-(iviv) other than for Taxes actually incurred by Buyer any costs and its Affiliatesexpenses, including the Purchased Subsidiariesreasonable legal fees and expenses, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action or prohibited action item described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after Closing. (b) Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from clauses (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and through (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (iiii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount For purposes of this Agreement, in the case of any indemnification payment made under this Section 8.09 by Straddle Period of a Business Subsidiary, (i) Property Taxes of such Business Subsidiary allocable to the party making an indemnification payment under Section 8.09 (the “Pre-Closing Tax Indemnifying Party”) Period shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise equal to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tax Indemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Tax Savings received by Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) Taxes (other than Property Taxes) of such Business Subsidiary allocable to the Pre-Closing Tax Indemnified PartyPeriod shall be computed as if such taxable period ended as of the end of the day on the Closing Date; provided, net that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of any expenses incurred by such Tax Indemnified Party days in collecting such amounteach period.