Common use of Tax Indemnities Clause in Contracts

Tax Indemnities. (a) The Seller shall indemnify, defend and hold harmless the Purchaser and its Affiliates (including the Company), and each of their respective officers, directors, employees and agents (each, a “Tax Indemnitee”) from and against, and shall reimburse each Tax Indemnitee for, any and all Taxes (including, without limitation, reasonable accountants’ and attorneys’ fees and other investigatory fees and out-of-pocket expenses) arising out of or attributable to (i) any breach of any representation or warranty contained in Section 2.14 of this Agreement, (ii) any and all Taxes for any Taxable Period, or portion thereof, ending on or before the Closing Date except to the extent that such Taxes are specifically set forth in any Tax reserve accrued on the Final Closing Statement, (iii) any and all unpaid Taxes, whether determined on a separate, consolidated, combined, group or unitary basis, including any penalties and interest in respect thereof, of the Company (A) pursuant to Treasury Regulations section 1.1502-6 or any comparable provision of state or local law resulting from the Company having been a member of an affiliated, consolidated, combined or unitary group prior to the Closing Date, (B) pursuant to any guaranty, indemnification, Tax sharing, or similar agreement made on or before the Closing Date principally relating to the sharing of liability for, or payment of, Taxes and (C) as a transferee or successor, or by operation of law, (iv) the Seller providing inaccurate tax basis information as provided for in Section 6.7(d) for any items which would affect the deferred tax positions of the Company or the inability of Seller to provide acceptable support to any Taxing Authority with respect to such basis, or (v) the breach of any of the tax covenants provided for in Section 9.6. Notwithstanding the foregoing, the Purchaser shall be entitled to recover Losses as a result of clause (iv) of the preceding sentence only if and to the extent that such cumulative Losses result from an inaccuracy in the tax basis information that exceeds $500,000 in the aggregate, taking into account both overstatements and understatements of basis. For the avoidance of doubt, the rights and obligations of the Parties with respect to indemnification by the Seller for any and all Tax matters shall be solely governed by this ARTICLE IX and shall not be subject to the provisions of ARTICLE VIII.

Tax Indemnities. (a) The Seller shall be liable for, and shall indemnify, defend and hold harmless Buyer, the Purchaser Company and its their Affiliates (including the Company), and each of their respective officers, directors, employees and agents (each, a “Tax Indemnitee”) from and against, and shall reimburse each Tax Indemnitee for, any and all Taxes (including, without limitation, reasonable accountants’ and attorneys’ fees and other investigatory fees and out-of-pocket expenses) arising out of or attributable to (i) all liability for Taxes of the Company for (A) any breach tax period or portion thereof ending on or prior to the Closing Date (including (x) any transaction occurring in the Pre-Closing Tax Period and (y) all Taxes of the Seller, the Company and any representation other member of the RLI Group resulting from any actual or warranty contained in deemed election pursuant to Section 2.14 336(e) of the Code (or any comparable election pursuant to state, local or foreign Tax Law) made with respect to the Company pursuant to Section 12.8(a) of this Agreement) and, (B) with respect to any Straddle Period, the portion of such Straddle Period ending on or prior to (and including) the Closing Date (the periods referred to in Section 12.1(a)(i)(A) and Section 12.1(a)(i)(B), together, the “Pre-Closing Tax Period”), (ii) any and all liability for Taxes for any Taxable Period, or portion thereof, ending on or before the Closing Date except to the extent that such Taxes are specifically set forth in any Tax reserve accrued imposed on the Final Closing Statement, (iii) any and all unpaid Taxes, whether determined on a separate, consolidated, combined, group or unitary basis, including any penalties and interest in respect thereof, of the Company (A) pursuant to Treasury Regulations section Section 1.1502-6 or any comparable provision of state state, local or local foreign law resulting from with respect to any tax period ending on or before (and including) the Closing Date that are imposed on the Company as a result of the Company having been included as a member of an affiliateda group that filed its Tax Returns on a combined, consolidated, combined consolidated or unitary group prior to the Closing Dateunified basis, (Biii) pursuant to the breach, failure or inaccuracy of any guaranty, indemnification, Tax sharing, representation or similar agreement made on or before the Closing Date principally relating to the sharing of liability for, or payment of, Taxes and (C) as a transferee or successor, or by operation of lawwarranty in Section 3.8, (iv) all liability for Taxes with respect to the reinsured contracts and reinsured liabilities as set forth under the Reinsurance Agreement and Taxes with respect to the Assumed Liabilities as set forth in the Assignment and Assumption Agreement, (v) all liability for Taxes that are imposed on the Company with respect to the Pre-Closing Tax Period as a transferee, successor, by contract or by statute or regulation; (vi) any conveyance Taxes allocable to Seller providing inaccurate tax basis information as provided under Section 12.4; and (vii) all reasonable out-of-pocket attorneys’ and accountants’ fees and expenses incurred in connection with any action, suit or proceeding relating to a successful claim for in indemnity pursuant to this Section 6.7(d) 12.1(a); provided, however, that Seller shall not be liable for or pay, and shall not indemnify, defend or hold harmless the Tax Indemnitees from and against any items which would affect the deferred tax positions Taxes of the Company or the inability of Seller to provide acceptable support relating to any Taxing Authority with respect to such basis, transactions occurring or agreements entered into after the Closing (v) the breach of any of the tax covenants provided for in Section 9.6. Notwithstanding the foregoingcollectively, the Purchaser shall be entitled to recover Losses as a result of clause (iv) of the preceding sentence only if and to the extent that such cumulative Losses result from an inaccuracy in the tax basis information that exceeds $500,000 in the aggregate, taking into account both overstatements and understatements of basis. For the avoidance of doubt, the rights and obligations of the Parties with respect to indemnification by the Seller for any and all Tax matters shall be solely governed by this ARTICLE IX and shall not be subject to the provisions of ARTICLE VIII“Excluded Taxes”).

Tax Indemnities. (a) The Seller shall indemnify, defend be responsible for and shall indemnify and hold harmless the Purchaser and its Affiliates (including the Company), and each of their respective officers, directors, employees and agents (each, a “Tax Indemnitee”) from and against, and shall reimburse each Tax Indemnitee forpay or cause to be paid, any and all Taxes (including, without limitation, reasonable accountants’ and attorneys’ fees and other investigatory fees and out-of-pocket expenses) Losses arising out of from or attributable relating to (i) any breach of any representation or warranty contained in Section 2.14 of this Agreement, (ii) any and all liability for Taxes with respect to the Companies, the Company Subsidiaries, the Canadian Parks Business, Holdco, Newco and Interco for any Taxable Period, or portion thereof, all taxable periods ending on or before the Closing Date except ("Pre-Closing Tax Period") and with respect to any taxable period that begins on or before and ends after the extent that such Taxes are specifically set forth in any Tax reserve accrued Closing Date ("Straddle Period"), for the portion thereof ending on the Final Closing StatementDate, (ii) any Taxes that arise from the Permitted Reorganization, (iii) any and all unpaid Taxes, whether determined on liability (as a separate, consolidated, combined, group or unitary basis, including any penalties and interest in respect thereof, result of the Company (A) pursuant to Treasury Regulations section 1.1502-6 or a similar provision under state, local or foreign law) for Taxes of any comparable provision of state Person (other than the Companies or local law resulting from the Company having been a member of an affiliated, Subsidiaries) which is or was affiliated with the Companies or the Company Subsidiaries or with whom the Companies or the Company Subsidiaries otherwise join or have ever joined in filing any consolidated, combined combined, unitary or unitary group aggregate Tax Return, prior to the Closing Date, (Biv) pursuant to any guaranty, indemnification, Tax sharing, Tax indemnity, Tax allocation or similar agreement made contracts to which the Companies, the Company Subsidiaries, Holdco and Newco were obligated, or were a party, on or before prior to the Closing Date principally relating to the sharing of liability forDate, or payment of, Taxes and (C) as a transferee or successor, or by operation of law, (iv) the Seller providing inaccurate tax basis information as provided for in Section 6.7(d) for any items which would affect the deferred tax positions of the Company or the inability of Seller to provide acceptable support to any Taxing Authority with respect to such basis, or (v) all liability for Taxes resulting from the breach of any of the tax covenants Section 338(h)(10) Election (defined below) contemplated by Section 7.8; provided that, for in Section 9.6. Notwithstanding the foregoing, the Purchaser shall be entitled to recover Losses as a result of clause (iv) of the preceding sentence only if and to the extent that such cumulative Losses result from an inaccuracy in the tax basis information that exceeds $500,000 in the aggregate, taking into account both overstatements and understatements of basis. For the avoidance of doubt, the rights and obligations of the Parties with respect to indemnification by the Seller for any and all Tax matters shall be solely governed by this ARTICLE IX and shall not be subject liable for Taxes owing by Newco (or any successor thereof) in respect of any period after the Closing Date and attributable to the provisions fact that the Canadian Parks Business will be transferred on a tax deferred basis, rather than on a fully taxable basis, for Canadian income tax purposes; provided, further, notwithstanding the foregoing, Seller shall not be liable pursuant to this Section 7.1(a) for any Losses arising from or relating to (i) any transaction not in the ordinary course of ARTICLE VIIIbusiness (other than the transactions contemplated hereunder) that occurs on the Closing Date but after the Closing or (ii) any action taken after the Closing (other than the transactions contemplated hereunder) by the Purchaser, any of its Affiliates, the Companies, the Company Subsidiaries, Holdco, Newco or any transferee of the foregoing or its Affiliates or (iii) to the extent such Tax liabilities are reflected in the Adjusted Working Capital Amount in the Final Adjustment Report. Purchaser shall be responsible for and shall indemnify and hold harmless Seller and its Affiliates from and against, and shall pay or cause to be paid, all Taxes relating to the Companies, the Company Subsidiaries, the Canadian Parks Business, Holdco, Newco and Interco, excluding Taxes for which Seller is responsible under Section 7.1(a). In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be deemed to be: 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 (or, in the 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 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 in the case of Taxes not described in (i) above (such as franchise Taxes, 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 of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date. The amount of any indemnification payment under Sections 7.1 and 7.2 shall be reduced by any net Tax benefit actually realized by the indemnified party arising from the Loss giving rise to such indemnification obligation.

Tax Indemnities. (a) The Seller Subject to the provisions of Section 8.04 through Section 8.10, the Shareholders shall, jointly and severally, be responsible for and shall indemnify, defend indemnify and hold harmless the Purchaser and its Affiliates (including the Company), the Parent, the Surviving Entity, and each of their respective officers, directors, employees and agents other Parent Indemnitee harmless against (each, a “Tax Indemnitee”i) from and against, and shall reimburse each Tax Indemnitee for, any and all Taxes (including, without limitation, reasonable accountants’ and attorneys’ fees and other investigatory fees and outimposed on or payable by the Company for any Pre-of-pocket expenses) arising out of or attributable to (i) any breach of any representation or warranty contained in Section 2.14 of this Agreement, Closing Tax Period; (ii) any and all Taxes for any Taxable Period, or portion thereof, ending on or before the Closing Date except attributable to the extent that such Taxes are specifically set forth in any Pre-Closing Tax reserve accrued on Period for which the Final Closing Statement, Company is held liable under Treasury Regulation Section 1.1502-6; (iii) any and all unpaid Taxes, whether determined on a separate, consolidated, combined, group or unitary basis, including Taxes of any penalties and interest in respect thereof, of Person other than the Company (A) pursuant to Treasury Regulations section 1.1502-6 or any comparable provision of state or local law resulting from imposed on the Company having been as a member of an affiliatedtransferee, consolidatedindemnitor, combined or unitary group prior to the Closing Datesuccessor, (B) by Contract, pursuant to any guaranty, indemnification, Tax sharinglaw, or similar agreement made on otherwise which Taxes relate solely to an event or before the Closing Date principally transaction occurring or relating to the sharing of liability forPre-Closing Tax Period or the agreements referenced in Section 6.03; (iv) any and all Losses incurred or sustained by, or payment imposed upon, any Parent Indemnitee based upon, arising out of, Taxes and (C) as a transferee or successorwith respect to, or by operation reason of law, (iv) the Seller providing inaccurate tax basis information as provided for in Section 6.7(d) for any items which would affect the deferred tax positions of the Company breach or the inability of Seller to provide acceptable support to any Taxing Authority with respect to such basis, or (v) the breach inaccuracy of any of the tax covenants provided for representations set forth in Section 9.6. Notwithstanding the foregoing, the Purchaser shall be entitled to recover Losses as a result of clause 3.22; and (ivv) of the preceding sentence only if and to the extent that such cumulative Losses result from an inaccuracy in the tax basis information that exceeds $500,000 in the aggregate, taking into account both overstatements and understatements of basis. For the avoidance of doubt, the rights and obligations of the Parties with respect to indemnification by the Seller for any and all costs and expenses incurred by any Parent Indemnitee in connection with any and all Actions regarding any Taxes for which any Shareholder is required to reimburse the Parent Indemnitees pursuant to this Section 6.08. For clarity and without limitation, each of the parties to this Agreement acknowledges and agrees that the phrase “Pre-Closing Tax matters Period” includes, and shall be solely governed deemed to include, the two-step merger process contemplated by this ARTICLE IX Agreement that the parties anticipate will result in the Closing of the Merger, such that the Shareholders’ indemnification obligations as set forth in this Agreement that are in favor of the Company, the Parent, the Surviving Entity, and each other Parent Indemnitee in respect of the Merger will be effective as of the date of this Agreement. The parties to this Agreement acknowledge that the two-step structure of the Merger is at the request of and for the benefit of the Shareholders. Accordingly, their indemnification obligations herein are intentionally broad and intentionally are designed ensure that the Shareholders, jointly and severally, shall be responsible for and shall not be subject to indemnify and hold the provisions Company, the Parent, the Surviving Entity, and each other Parent Indemnitee harmless against any Pre-Closing Tax Period liability in respect of ARTICLE VIII.the transactions contemplated by the Merger. 60

Tax Indemnities. (a) The Seller shall indemnifyFrom and after the Closing Date, defend and hold harmless --------------- the BOC Group agrees to indemnify the Purchaser and its Affiliates (including each Subsidiary against any claim under any tax sharing or similar agreement entered into prior to the Company)Closing Date to which such Subsidiary is a party, and each of their respective officers, directors, employees and agents (each, a “Tax Indemnitee”) from and against, and shall reimburse each Tax Indemnitee for, any and all Taxes (i) imposed on any member of an affiliated group (other than the Subsidiaries) with which any Subsidiary has filed a consolidated, combined group or similar type of income tax return with respect to any taxable period that ends on or before the Closing Date or includes the Closing Date (including, without limitation, reasonable accountants’ and attorneys’ fees and other investigatory fees and outby reason of the application of Treasury Regulation Section 1.1502-of-pocket expenses) arising out 6 or any similar provision of state, local or attributable to (i) any breach of any representation foreign tax law or warranty contained in Section 2.14 of this Agreementregulation), (ii) imposed on any and all Taxes for Subsidiary with respect to any Taxable Period, taxable period or portion thereof, ending thereof that ends on or before the Closing Date (including, for the avoidance of doubt, Taxes resulting from any Subsidiary ceasing to be a member of any Affiliated Group on or before the Closing Date) and (iii) arising in connection with the formation of Healthcare Holding in Sweden AB and any transfers of the stock of Health Care Holding in Sweden AB, BOC Ohmeda Oy, or the patent rights, goodwill and other intangible assets relating to Brevibloc by or among the BOC Group or any Affiliate and, except as provided in Section 7.01, the Transactions and the transactions contemplated by the PPD Purchase Agreement, the MSD/SPD Purchase Agreement and the INO Purchase Agreement; provided, however, that in each case, the BOC Group shall be liable only to the extent that such Taxes are in excess of the amount specifically set forth in any Tax reserve accrued reserved for such Taxes on the Final Closing StatementCut-Off Date Divisional Balance Sheet (as identified in a schedule attached thereto; for these purposes no Tax reserves for any deferred Taxes will be taken into account); provided further, however, that no indemnity shall be provided under this Agreement for any Taxes resulting from (i) an actual or a deemed election under Section 338 of the Code or comparable provisions of any state, foreign or other tax law with respect to the transactions contemplated by this Agreement (except to the extent attributable to a Non-U.S. Subsidiary being deemed, as of the time immediately preceding the Closing, to be a "controlled foreign corporation" as defined in Section 957 of the Code or a foreign corporation engaged in trade or business in the United States as defined in Section 864(b) of the Code), (ii) the non-availability, loss or a reduction of any net operating loss, capital loss or Tax credit carryover or any other similar Tax relief allocable to any Subsidiary or (iii) any and all unpaid Taxes, whether determined transaction of any Subsidiary occurring on a separate, consolidated, combined, group or unitary basis, including any penalties and interest in respect thereof, of the Company (A) pursuant to Treasury Regulations section 1.1502-6 or any comparable provision of state or local law resulting from the Company having been a member of an affiliated, consolidated, combined or unitary group prior to the Closing Date, (B) pursuant to any guaranty, indemnification, Tax sharing, or similar agreement made on or before the Closing Date principally relating to after the sharing Closing that is not in the ordinary course of liability for, or payment of, Taxes and (C) as a transferee or successor, or business other than those contemplated by operation of law, (iv) the Seller providing inaccurate tax basis information as provided for in Section 6.7(d) for any items which would affect the deferred tax positions of the Company or the inability of Seller to provide acceptable support to any Taxing Authority with respect to such basis, or (v) the breach of any of the tax covenants provided for in Section 9.6. Notwithstanding the foregoingthis Agreement, the Purchaser shall be entitled to recover Losses as a result of clause (iv) of the preceding sentence only if and to the extent that such cumulative Losses result from an inaccuracy in the tax basis information that exceeds $500,000 in the aggregate, taking into account both overstatements and understatements of basis. For the avoidance of doubtMSD/SPD Purchase Agreement, the rights PPD Purchase Agreement and obligations of the Parties with respect to indemnification by the Seller for any and all Tax matters shall be solely governed by this ARTICLE IX and shall not be subject to the provisions of ARTICLE VIIIINO Purchase Agreement.

Tax Indemnities. (a) The Seller Sellers shall indemnifyindemnify the Purchaser, defend and hold harmless the Purchaser and its Affiliates (including the Company), Company and each of their respective officers, directors, employees and agents (each, a “Tax Indemnitee”) from and against, and shall reimburse each Tax Indemnitee for, any and the Company Subsidiaries against all Taxes (including, without limitation, reasonable accountants’ any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Company or any of its Subsidiaries and attorneys’ fees and Taxes resulting from the Company or any of its Subsidiaries ceasing to be a member of a tax group that includes any person other investigatory fees and out-of-pocket expensesthan the Purchaser or its Affiliates) arising out of or attributable to (i) imposed on the Company or any breach of its Subsidiaries or for which the Company or any representation or warranty contained in Section 2.14 of this Agreement, (ii) any and all Taxes its Subsidiaries may otherwise be liable for any Taxable Period, taxable year or portion thereof, ending period that ends on or before the Closing Date except to the extent that such Taxes are specifically set forth in any Tax reserve accrued on the Final Closing Statementand, (iii) any and all unpaid Taxes, whether determined on a separate, consolidated, combined, group or unitary basis, including any penalties and interest in with respect thereof, of the Company (A) pursuant to Treasury Regulations section 1.1502-6 or any comparable provision of state or local law resulting from the Company having been a member of an affiliated, consolidated, combined or unitary group prior to the Closing Date, (B) pursuant to any guaranty, indemnification, Tax sharing, taxable year or similar agreement made on or period beginning before and ending after the Closing Date principally relating to the sharing of liability for, or payment of, Taxes and (C) as a transferee or successor, or by operation of law, (iv) the Seller providing inaccurate tax basis information as provided for in Section 6.7(d) for any items which would affect the deferred tax positions of the Company or the inability of Seller to provide acceptable support to any Taxing Authority with respect to such basis, or (v) the breach of any of the tax covenants provided for in Section 9.6. Notwithstanding the foregoing"Straddle Period"), the Purchaser shall be entitled to recover Losses as a result portion of clause such taxable year or period ending on and including the Closing Date (iv) of the preceding sentence only if and to the extent that such cumulative Losses result from an inaccuracy in the tax basis information that exceeds $500,000 in the aggregateincluding, taking into account both overstatements and understatements of basis. For for the avoidance of doubt, any franchise or similar Tax imposed on the rights and obligations Company or any of its Subsidiaries in 2004 which amount may be determined by reference to the taxable income of the Parties with respect to indemnification Company or any of its Subsidiaries in 2003), (ii) imposed on the Sellers or any Affiliates of the Sellers (other than the Company or any of its Subsidiaries) for any taxable year, and (iii) imposed on the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries may otherwise be liable which are resulting from, attributed to, or caused by the Seller for any and all Tax matters shall be solely governed by Election made according to Section 6.01(a) of this ARTICLE IX and shall not be subject Agreement or Section 754 Election made according to the provisions Section 6.01(b) of ARTICLE VIIIthis Agreement.

Tax Indemnities. (a) The Seller From and after the Closing, Exxxxxx shall indemnify, defend indemnify and hold harmless the Purchaser Ruby, JV NewCo and its Affiliates Subsidiaries (including the Company), Emerald Entities after the Closing Date) and each of their respective officers, directors, employees and agents Ruby’s Affiliates (each, a the “Exxxxxx Tax IndemniteeIndemnified Parties”) from and againstfor any Taxes or other Damages actually incurred or suffered by any Exxxxxx Tax Indemnified Party to the extent arising out of or relating to, and shall reimburse each Tax Indemnitee forwithout duplication, (i) any and all Taxes (including, without limitation, reasonable accountants’ and attorneys’ fees and other investigatory fees and outimposed on or with respect to the Emerald Entities for any Pre-of-pocket expenses) arising out of or attributable to (i) any breach of any representation or warranty contained in Section 2.14 of this AgreementClosing Tax Period, (ii) any Taxes of Exxxxxx, the Retained Subsidiaries or any of their respective Affiliates (other than the Emerald Entities) (A) unrelated to the Purchased Assets, the Business or the Assumed Liabilities or (B) related to the Purchased Assets, the Business, or the Assumed Liabilities and all Taxes imposed for any Taxable Pre-Closing Tax Period, or portion thereof, ending on or before the Closing Date except to the extent that such Taxes are specifically set forth in any Tax reserve accrued on the Final Closing Statement, (iii) any and all unpaid TaxesExcluded Asset Taxes or Taxes imposed with respect to Excluded Assets or Excluded Liabilities , whether determined on (iv) any Taxes payable by any Person (other than Exxxxxx or the Retained Subsidiaries) as a separate, consolidated, combined, group or unitary basis, including result of any penalties and interest in respect thereof, inclusion under Section 951 of the Company Code, Section 951A of the Code or Section 965 of the Code with respect to any Emerald Entity, to the extent attributable to the Pre-Closing Tax Period (Aas determined in accordance with Section 6.02), (v) any Taxes of any Person imposed on any of the Emerald Entities pursuant to Treasury Regulations section Section 1.1502-6 (or any comparable similar provision of state any state, local or local law resulting from non-U.S. Law) as a result of such Emerald Entity having been, prior to the Company having been Closing, a member of an affiliatedAffiliated Group of which Exxxxxx or any of its Affiliates is a member, consolidated, combined (vi) any payments required to be made by an Emerald Entity following the Closing Date in respect of Taxes of any Person for a Pre-Closing Tax Period pursuant to any Tax Sharing Agreement to which such Emerald Entity was a party on or unitary group prior to the Closing Date, (Bvii) pursuant to Taxes arising out of or resulting from any guaranty, indemnification, Tax sharing, or similar agreement made on or before the Closing Date principally relating to the sharing of liability for, or payment of, Taxes and (C) as a transferee or successor, or by operation of law, (iv) the Seller providing inaccurate tax basis information as provided for in Section 6.7(d) for any items which would affect the deferred tax positions of the Company or the inability of Seller to provide acceptable support to any Taxing Authority with respect to such basis, or (v) the breach of any of covenant or agreement to be performed by Exxxxxx or any its Affiliates (other than, after the tax covenants provided for in Section 9.6. Notwithstanding the foregoingClosing Date, the Purchaser shall be entitled to recover Losses as a result of clause Emerald Entities), (ivviii) of any Taxes (other than Transfer Taxes) imposed on the preceding sentence only if and transfer to the extent that such cumulative Losses result from an inaccuracy appropriate party of any asset in the tax basis information that exceeds $500,000 in the aggregatea Deferred Closing (but excluding, taking into account both overstatements and understatements of basis. For for the avoidance of doubt, the rights and obligations of the Parties any Taxes imposed with respect to indemnification any Deferred Business with respect to any Post-Closing Tax Period other than Taxes imposed on such transfer), (ix) any Taxes imposed with respect to the termination or settlement of the intercompany arrangements pursuant to Section 5.03 or with respect to any action relating to Non-Business Assets or Shared Contracts pursuant to Section 5.09, (x) any Transfer Taxes for which Exxxxxx is responsible under ‎Section 6.04, (xii) any Taxes (other than Transfer Taxes) imposed on Exxxxxx and its Affiliates or the Emerald Entities, imposed on the implementation of the Pre-Closing Restructuring, Closing Trigger Date Restructuring, Exxxxxx Optional Pre-Closing Steps or Asia Restructuring, or any other steps included in the Master Step Plan, (xiii) any refund, credit or Covered Tax Asset with respect to which Exxxxxx previously received a payment pursuant to Section 6.03 that is subsequently disallowed by the Seller for applicable Taxing Authority, (xiv) any and all Tax matters shall be solely governed withholding, income or other Taxes resulting from the distribution or repatriation of cash in connection with the transactions contemplated by this ARTICLE IX Agreement (including as permitted by Section 5.01 prior to Closing or in accordance with Section 5.22), including with respect to any intercompany indebtedness between Emerald Entities resident in different taxing jurisdictions that is created on or after the date hereof in connection with any repatriation of cash, any withholding, income or 134 other Taxes imposed on any Emerald Entities in a Post-Closing Tax Period resulting from the settlement or elimination of such intercompany indebtedness, to the extent such Tax would not otherwise have been imposed in a Post-Closing Tax Period had such intercompany indebtedness not been created; provided that Ruby shall (and shall cause its Affiliates) to reasonably cooperate with Exxxxxx to structure the settlement of such intercompany indebtedness in a manner to reduce or eliminate any such Taxes to the extent reasonably possible under applicable Law, and (xv) any UK Transfer Taxes claimed by any Taxing Authority from any Exxxxxx Tax Indemnified Party in connection with the Seller Notes Issuance Steps (amounts described in the foregoing clauses (i) through (xv), and subject to the proviso at the end of this sentence, “Exxxxxx Indemnified Taxes”); provided that Exxxxxx shall not be subject liable for any Exxxxxx Indemnified Taxes to the provisions extent (A) such Taxes are attributable to any breach by Rxxx of ARTICLE VIIIany covenant of Ruby contained herein or (B) such Taxes were included in the final calculation of the Closing Adjustment Liabilities or (solely in the case of non-income Taxes) Pre-Closing Adjusted Cash Flow (for the avoidance of doubt, following adjustment for any Excess Income Tax Liability).

Tax Indemnities. (a) The Except to the extent reserved for on the Closing Balance Sheet (but only to the extent such reserve is taken into account in determining the Cash Dividend Amount adjustment under Section 2.04(c) hereof) from and after the Closing Date, without duplication, the Seller shall indemnify, defend and hold harmless indemnify the Purchaser and its the Company and their Affiliates (including the Company), and each of their respective officers, directors, employees and agents (each, a “Tax Indemnitee”) from and against, and shall reimburse each Tax Indemnitee for, any and against all Taxes (including, without limitation, including reasonable attorneys' and accountants’ and attorneys’ ' fees and other investigatory fees and reasonable out-of-pocket expensesexpenses incurred in connection therewith) arising out of or attributable to (i) imposed on or payable by the Company or any breach of Subsidiary with respect to any representation or warranty contained in Section 2.14 of this Agreement, (ii) any and all Taxes for any Taxable Period, taxable period or portion thereof, ending thereof that ends on or before the Closing Date except (including any taxes allocated to the extent that such Taxes are specifically set forth in any Tax reserve accrued on the Final Closing Statementperiod under Section 7.01(d) hereof), (iiiii) imposed on or payable by the Company or any and all unpaid TaxesSubsidiary under Treasury Regulation 1.1502-6 (or any similar provision of state, whether determined on a separate, consolidated, combined, group local or unitary basis, including any penalties and interest in respect thereof, foreign law) by reason of the Company (A) pursuant to Treasury Regulations section 1.1502-6 or any comparable provision of state or local law resulting from the Company having been a member of an Subsidiary being included in any consolidated, affiliated, consolidated, combined or unitary group at any time on or before the Closing Date, (iii) imposed on or payable by the Company or any Subsidiary as a result of (A) the Code section 338(h)(10) Election with respect to the Company and Revere Xxxx Corporation referred to in Section 7.07 and (B) an actual election under a state or local provision which is analogous or comparable to Code Section 338(h)(10); (iv) relating to Foreign Sales Corporation or imposed as a result of the transactions contemplated by Section 5.15 hereof, (v) relating to any payments required to be made after the Closing Date under any Tax indemnity, Tax sharing, or Tax allocation agreement between the Seller and the Company under which the Company was obligated, or was a party, on or prior to the Closing Date, (B) pursuant to any guaranty, indemnification, Tax sharing, or similar agreement made on or before the Closing Date principally relating to the sharing of liability for, or payment of, Taxes and (Cvi) as a transferee arising from the breach of any representation, warranty or successor, or by operation covenant of law, (iv) the Seller providing inaccurate tax basis information as with respect to Taxes under this Agreement. No indemnity shall be provided for in Section 6.7(d) under this Agreement for any items which would affect the deferred tax positions Taxes resulting from any transaction of the Company or any Subsidiary occurring on the inability of Seller to provide acceptable support to any Taxing Authority with respect to such basis, or (v) Closing Date after the breach of any of the tax covenants provided for in Section 9.6. Notwithstanding the foregoing, the Purchaser shall be entitled to recover Losses as a result of clause (iv) of the preceding sentence only if and to the extent Closing that such cumulative Losses result from an inaccuracy is not in the tax basis information that exceeds $500,000 in the aggregate, taking into account both overstatements and understatements ordinary course of basis. For the avoidance of doubt, the rights and obligations of the Parties with respect to indemnification by the Seller for any and all Tax matters shall be solely governed by this ARTICLE IX and shall not be subject to the provisions of ARTICLE VIIIbusiness.