Common use of Tax Indemnity Clause in Contracts

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written).

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing, Buyer shall be indemnified by H&H Group from and against (i) any Taxes of the Company, Newco and the Sold Subsidiaries for all Pre-Closing Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization Transactions), (ii) any Taxes imposed on or incurred by the Company, Newco or any Sold Subsidiary caused by or resulting from the sale of the Newco Shares hereunder (except as provided in Section 9.12(c) with respect to Transfer Taxes), (iii) any Taxes of any member of an affiliated, combined or unitary group of which the Company, Newco or any Sold Subsidiary is or was a member on or prior to the Closing Date, Axys shall be liable toincluding pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and shall indemnify (iv) any Taxes of any Person (other than the Company, Newco and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (iSold Subsidiaries) Taxes imposed on Newco or attributable any Sold Subsidiary as a transferee or successor, by contract or pursuant to the Company with respect any Law, which Taxes relate to taxable years any Tax period or periods portion thereof ending on or before prior to the Closing Date; provided, however, that Buyer shall not be indemnified to the extent such Taxes (A) result from any transaction occurring on the Closing Date but after the Closing that is outside the ordinary course of business and not contemplated by this Agreement or (includingB) are attributable to or arise from, without limitationand would not have been incurred but for, any income taxes arising as a result breach by Buyer of any Section 338(h)(10provision of this Agreement. In the case of any taxable period that includes (but does not end on) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), the amount of any Taxes imposed based on or attributable measured by income, receipts, or payroll of the Company, Newco and the Sold Subsidiaries for the 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 the amount of other Taxes of the Company, Newco and the Sold Subsidiaries for a Straddle Period that relates to the Company which are allocable, pursuant Pre-Closing Tax Period shall be deemed to Section 9.8(c), to be the portion amount of such Straddle Period Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of calendar days in the taxable period ending on the Closing Date (an "Interim and the denominator of which is the number of days in such Straddle Period") (Interim Periods and any taxable years or periods that end on or prior . Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties limitations set forth in Section 3.24 or a breach of this Article 9 and shall be determined and satisfied in accordance with the covenants contained procedures and limitations set forth in this Article IX, without duplication; 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and (vi) Taxes or other payments required the obligation to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)indemnify in this Section 9.12.

Tax Indemnity. (a) Notwithstanding any other provisions The Sellers shall, jointly and severally, indemnify the Buyers and their Affiliates (including the members of this Agreement, from, the Dresser-Rand Group) and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and each of their respective officers, directors, Affiliates partners, stockholders, employees, agents and assigns from representatives and hold them harmless against the following amounts: (i) Taxes imposed on or attributable all Tax liabilities of the members of the Dresser-Rand Group (other than non-income taxes to the Company with respect to extent reflected as a liability in the calculation of the Final Net Working Capital Amount) for all taxable years periods (or periods portions thereof in the case of a Straddle Period) ending on and including or before the Closing Date and (ii) all Tax liabilities of the Sellers and their Affiliates (other than the Dresser-Rand Group) for all taxable periods (or portions thereof in the case of a Straddle Period) ending on and including or before the Closing Date, (iii) all Tax liabilities imposed on any of the Sellers and their Affiliates (including the Dresser-Rand Group) under Section 1.1502-6 of the Treasury Regulations (or any corresponding or similar provision of state, local or foreign law) as a result of being a member of any affiliated, consolidated, combined, unitary or similar group prior to the Closing or pursuant to any tax-allocation or tax-sharing agreement in existence prior to the Closing, (iv) all Tax liabilities arising out of or due to any breach of any covenant, undertaking or other agreement of the Sellers contained in this Agreement or any certificate delivered pursuant to this Agreement, (v) all Taxes resulting from or attributable to any reduction in the Tax basis of the assets of Dresser-Rand Holding Company or Dresser-Rand Power, Inc. or any of their Subsidiaries (including, without limitation, the Tax basis in the stock of any income taxes arising such Subsidiaries) pursuant to Section 732(f) of the Code and the Treasury Regulations promulgated thereunder (or any corresponding or similar provision of state, local or foreign law) as a result of any Section 338(h)(10the transactions set forth in step 2 of Exhibit B (provided that the indemnity contained in this subclause (v) Election); (ii) shall not apply with respect to taxable years or periods beginning before the directly held assets of Dresser-Rand Holding Company and the directly held assets of Dresser-Rand Power, Inc. to the extent that (A) within the two year period following the Closing Date (1) Buyers cause Dresser-Rand Holding Company or Dresser-Rand Power, Inc. to be taxed as a corporation for U.S. federal income tax purposes or (2) Buyers cause Dresser-Rand Holding Company or Dresser-Rand Power, Inc. to transfer any of such directly held assets to a related entity that is a corporation for U.S. federal income tax purposes and ending after (B) the Closing Date action referred to in subclause (A) above results in Buyers' having a "Straddle Period"basis in such directly held assets that is less than the basis the Buyers would have had in such assets in the absence of the action referred to in subclause (A) above), (vi) any Taxes imposed on resulting from or attributable to the Company which are allocable, pursuant to Section 9.8(c), any insurance recoveries with respect to the portion Pending Insurance Claim, and (vii) all reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of such Straddle Period ending counsel) arising out of or incidental to the imposition, assessment or assertion of a Tax described in subclauses (i) through (vi) above. The Tax indemnity provided under this Section 6.5(a) shall not cover Tax liabilities resulting from any transaction of a member of the Dresser-Rand Group not in the ordinary course of business (other than the transactions contemplated hereunder) that occurs 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made but after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Closing.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, Seller and after the Closing Date, Axys USA Holdco shall be liable tofor and pay, and shall indemnify agree that they shall, jointly and severally indemnify, defend and hold harmlessharmless any Purchaser Indemnified Party from, DPIIagainst and in respect of, and reimburse any Purchaser Indemnified Party for, any Taxes, and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants, incurred in connection with any such Taxes (1) imposed on any member of Seller’s Group (other than the Company) for any taxable year; (2) imposed on the Company and their respective officers, directors, Affiliates and assigns from and against or for which the following amounts: Company may otherwise be liable for any Pre-Closing Tax Period (iother than Excluded Taxes); (3) Taxes imposed on or attributable to the Company with respect to taxable years by reason of the Company being a member of any affiliated, consolidated, unitary, or periods combined group for a Tax period ending on or before the Closing Date (includingincluding Taxes imposed by reason of Treasury Regulation Section 1.1502-6 or any comparable provision of state, without limitation, any income taxes arising local or foreign law) or as a result transferee or successor under any Tax allocation, sharing or assumption agreement or by operation of any Section 338(h)(10) Election); (ii) Law with respect to taxable years or periods beginning before the Closing Date such period; (4) resulting from any breach of Seller’s representations as set forth in Section 3.10; and ending after the Closing Date (a "Straddle Period"), 5) resulting from any breach of Seller’s covenants as set forth in Section 5.2(q) and this Section 8.1. Neither Seller nor USA Holdco shall have an obligation to indemnify any Purchaser Indemnified Party for Taxes imposed on or attributable to of the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle 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 "for a 103 Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (Period to the extent a Tax Attribute from a Pre-Closing Tax Period is applied to reduce the Liability of the Company for such Taxes have not been paid other than an obligation resulting from a breach of the representation as set forth in Section 3.10(m). Except to the extent reflected as an asset (or otherwise taken into account) in the calculation of Final Adjusted Capital and Surplus, Seller shall be entitled to any refund or credit of Taxes of the Company received for Pre-Closing Tax Periods, and Purchaser shall transfer (or cause to be transferred) the amount of any such refund or credit to Seller (net of any increase in Taxes payable by Axys); (v) Taxes imposed on the DPII Purchaser or the Company as a result of an inaccuracy receiving such refund or breach credit) within three (3) Business Days of the representations receipt or entitlement thereto. In the event that any refund or credit of Taxes for which a payment has been made to Seller is subsequently reduced or disallowed, Seller shall indemnify and warranties set forth in Section 3.24 hold harmless Purchaser for any Tax assessed against Purchaser or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under by reason of such reduction or disallowance (net of any Tax sharing, indemnity benefit resulting from such reduction or allocation agreement entered into before the Closing Date (whether oral or writtendisallowance).

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing Date, Axys the Parent Indemnified Parties shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns indemnified from and against the following amounts: any Damages attributable to (i) Taxes imposed on or attributable to of the Company and its Subsidiaries for any Pre-Closing Tax Period, (ii) any Taxes with respect to taxable years any Pre-Closing Tax Period of any member of an affiliated, consolidated, unitary or periods ending on combined group of which the Company or any of its Subsidiaries (or any predecessor thereof) is or was a member before the Closing Date Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law, (including, without limitation, iii) any income taxes arising Taxes of any Person (other than the Company or any of its Subsidiaries) imposed on the Company or any of its Subsidiaries as a result transferee, successor, by contract (excluding contracts with respect to which Taxes are an ancillary matter) or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing Date, and (iv) Taxes of the Company or any of its Subsidiaries, and Taxes of any other Person for which the Company or any of its Subsidiaries is liable as a transferee, successor, by contract (excluding contracts with respect to which Taxes are an ancillary matter), or pursuant to any Law, in each such case to the extent such Taxes are attributable to any action taken by the Company or any of its Subsidiaries on the Closing Date that is not contemplated by this Agreement and was not taken at the direction of any of the Parent Indemnified Parties; provided, however, the aggregate Damages resulting from any such Taxes for which indemnification is sought pursuant to this Section 338(h)(106.9(a) Election)exceeds $20,000 in each instance or aggregated instances arising out of substantially similar or related facts and circumstances; (iiprovided, further, that the Parent Indemnified Parties shall not be entitled to any indemnification under this Section 6.9(a) with respect to taxable years any Taxes required to be collected from customers or periods beginning before withheld from any payment to any employee, independent contractor, creditor, or other third party and paid over to a Tax Authority to the extent such Taxes were (A) collected by the Company or any of its Subsidiaries prior to the Closing Date and ending after (B) held for remittance to the relevant Tax Authority as of the Closing Date Date. For purposes of clauses (i) and (ii) of this Section 6.9(a), in the case of any Taxes that are imposed on a "periodic basis and are payable for a Straddle Period"), Taxes imposed on or attributable to the Company portion of such Tax which are allocable, pursuant to Section 9.8(c), relates to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to day before the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); shall (iiix) Taxes imposed on any member in the case of any affiliated group with Taxes other than Taxes based upon or related to income, receipts, or employment, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which Axys and/or is the Company file number of days in the Straddle Period ending on the day before the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (y) in the case of any Tax based upon or have filed a Tax Return related to income, receipts, or employment be deemed equal to the amount which would be payable if the relevant taxable period ended on a consolidated, combined or unitary basis for any taxable year or period beginning the day before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written).

Tax Indemnity. From and after the Effective Time, the Lancashires shall jointly and severally indemnify and hold harmless DPRC and the Surviving Corporation against the following Computec Taxes and, against any Damages incurred in contesting or otherwise in connection with any such Computec Taxes: (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Computec Taxes imposed on any Shareholder or attributable to the Company Computec with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Effective Time; (iib) with respect to taxable years or periods beginning before the Closing Date Effective Time and ending after the Closing Date (a "Straddle Period")Effective Time, Computec Taxes imposed on any Shareholder or attributable to the Company Computec which are allocable, pursuant to Section 9.8(c)10.2, below, to the portion of such Straddle Period taxable year or period ending on the Closing Date Effective Time (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date Effective Time being referred to collectively hereinafter as "Pre-Closing Effective Periods"); (iiic) Computec Taxes imposed on any member of any affiliated group (other than Computec) with which Axys and/or the Company file any Shareholder files or have has filed a Tax Return on a consolidated, combined or unitary basis for any a taxable year or period beginning ending on or before the Closing DateEffective Time; (ivd) Computec Taxes required to be paid or reimbursed by Axys any Shareholder under Section 9.8(d) 10.4 or Section 10.5, below (to the extent such Computec Taxes have not been paid by Axyssuch Shareholder); (ve) Computec Taxes or additional Computec Taxes imposed on the DPII DPRC or the Company Surviving Corporation as a result of an inaccuracy or a breach of the representations and warranties set forth in Section 3.24 3.21 of this Agreement or a breach of the covenants contained in this Article IX, without duplication10; and (vif) Computec Taxes or other payments required to be made after the date hereof Effective Time by the Company Surviving Corporation to any Person party under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or not written); or (g) any foreign or United States federal, state or local income or franchise taxes imposed on the Surviving Corporation under Section 1374(a) of the Code (or any similar state or local income or franchise tax provision) as a result of the transactions contemplated hereunder. DPRC has been advised by the DPRC Auditor that it shall not be required to file an amended Tax Return with respect to the reclassification of recruiting expenses in connection with the annual Financial Statements attached as Schedule 4.8 hereto. Accordingly, to the extent that DPRC files an amended Tax Return with respect to such reclassification, DPRC shall be responsible for, and neither of the Lancashires shall be required to indemnify DPRC for, any Computec Taxes arising out of such amended Tax Return.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing DateClosing, Axys shall be liable toChemtura agrees to indemnify the Purchaser Indemnified Parties against, and shall indemnify to pay and hold harmlessthe Purchaser Indemnified Parties harmless from, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: all Losses arising out of (i) any Taxes imposed on of or attributable to the Company payable by any Transferred Entity or with respect to taxable years the Business or periods ending on or before the Transferred Assets, in each case, with respect to any Pre-Closing Date Tax Period (including, without limitation, any income taxes such pre-Closing Taxes arising as a result from any breach of any Section 338(h)(10) Election3.7 hereof, which Taxes shall be governed exclusively by this Section 5.14); , (ii) with respect to taxable years any Liability of any Transferred Entity for the Taxes of any Person that is or periods beginning before the Closing Date and ending after the Closing Date was a member of a Seller Tax Group (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, other than another Transferred Entity) pursuant to Section 9.8(c), to 1.1502-6 of the portion Treasury Regulations (or comparable provision under any other applicable Law) by reason of being affiliated with such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or Person prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); Closing, (iii) any Taxes imposed on attributable to any member failure by Chemtura or any of the Sellers to perform or comply with any affiliated group with which Axys and/or covenant in this Agreement relating to Taxes, (iv) any and all (A) income, franchise or similar Taxes of Sellers or any of their Affiliates (other than the Company file or have filed a Tax Return on a consolidated, combined or unitary basis Transferred Entities) for any taxable year period or period beginning before the Closing Date; (ivB) Taxes required of Sellers not arising out of the Business (including Taxes arising out of the Excluded Liabilities or Excluded Assets) for any taxable period; and (v) any Transfer Taxes or VAT that are Chemtura’s responsibility pursuant to be paid Sections 5.8(a) or reimbursed by Axys under 5.8(b); provided that Chemtura shall have no obligation to indemnify the Purchaser Indemnified Parties against, or pay or hold the Purchaser Indemnified Parties harmless from, any Losses described in this Section 9.8(d5.14(a) (to the extent such Losses are reflected as a liability in the Closing Adjustments Schedule. Purchaser agrees to indemnify Chemtura against, and to pay and hold Chemtura harmless from, any and all Losses arising out of (i) any Taxes have not been paid of or payable by Axys); (v) Taxes imposed on any Transferred Entity, or with respect to the DPII Business or the Company as a result of an inaccuracy or breach of Transferred Assets, in each case other than any such Taxes for which Chemtura is required to indemnify the representations and warranties set forth in Section 3.24 or a breach of Purchaser Indemnified Parties pursuant to the covenants contained in this Article IXprevious sentence, without duplication; and (viii) Transfer Taxes or other payments required VAT that are the responsibility of Purchaser pursuant to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity Sections 5.8(a) or allocation agreement entered into before the Closing Date (whether oral or written5.8(b)).

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and Seller Parent shall indemnify Buyer and hold harmless, DPII, its Affiliates (including the Company Sold Companies) and each of their respective officers, directors, Affiliates employees and assigns from agents and hold them harmless against the following amounts: (i) Taxes imposed on all Tax liabilities of Seller Parent, the Sold Companies or attributable to their Affiliates for all taxable periods (or portions thereof in the Company with respect to taxable years or periods case of a Straddle Period) ending on or before the Closing Date except to the extent of the amounts reflected on the Final Statement of Net Asset Value and all Losses, claims, liabilities, costs, and expenses relating to such Tax liabilities, (ii) all Taxes that are Excluded Liabilities described in Section 2.2(c)(ix) hereof, (iii) all Tax liabilities arising out of or due to any breach of any representation or warranty in Section 3.12, treating such representation or warranty as though made on and as of the date hereof and the Closing Date, except to the extent such representation or warranty relates to a specified date (in which case such representation and warranty shall be true and correct only on and as of such specified date), covenant or other agreement of any Share Seller contained in this Agreement, (iv) Taxes (net of all foreign tax credits attributable thereto that are actually realized within three years of the Closing Date) imposed on subpart F income (as defined in Section 952 of the Code) or as a result of a Section 956 inclusion (as defined in Section 956 of the Code) in respect of the Sold Companies that is allocable to any taxable period (or portion thereof in the case of a Straddle Period) ending on or before the Closing Date based on a closing of the books method as of the Closing Date (for clarification, the determination of Taxes will be calculated based on a hypothetical closing of the books method on the Closing Date, even though Law may require the calculation of such Taxes on an annual basis, thus, any dividends, distributions, or other actions of the Sold Companies after the Closing will not affect such determination), (v) any liability for Taxes imposed on any of the Sellers, their Affiliates or the Sold Companies (including, without limitation, any income taxes arising by manner of withholding) as a result of the transactions contemplated by this Agreement (other than any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Transfer Taxes required to be paid by Buyer pursuant to Section 5.22(b)), any internal restructuring in anticipation of the transactions contemplated by this Agreement (other than Taxes that Buyer is obligated to indemnify Seller Parent for pursuant to Section 5.7(c))or any repayment, discharge, cancellation, or reimbursed by Axys under Section 9.8(dextinguishment of an intercompany liability, (vi) any liability for Taxes of the Share Sellers or their Affiliates (other than any of the Sold Companies), (vii) any liability for Taxes attributable to any entity other than the extent such Taxes have not been paid by Axys); (v) Taxes Sold Companies but imposed on any of the DPII Sold Companies pursuant to Treasury Regulation Section 1.1502-6 or the Company similar provision of state, local, or foreign Law solely as a result of an inaccuracy such Sold Company having been a member of Share Sellers’ Group or breach of the representations and warranties set forth in any Retained Affiliate Group, (viii) any Tax Equalization Clawback amount for which it is liable pursuant to Section 3.24 or a breach of the covenants contained in this Article IX5.7(c), without duplication; and (viix) any liability for Transfer Taxes or other payments required to be made after the date hereof paid by the Company Seller Parent pursuant to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or writtenSection 5.22(b).

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing Date, Axys the Common Stock Selling Shareholders shall be liable to, each jointly and shall severally indemnify and hold harmlessharmless Buyer and MEI or PPC, DPIIas the case may be, the Company and their respective officers, directors, Affiliates and assigns from and against the following amountsTaxes and, against any loss, damage, liability or expense, including, but not limited to (and except as provided in Section 12(d) hereof), reasonable fees for attorneys and other outside consultants incurred in contesting any such Taxes, in lieu of any other remedy Buyer may have and in full satisfaction of any liability and obligations of the Common Stock Selling Shareholders under this Agreement: (i) Taxes imposed on MEI or attributable to PPC, as the Company case may be, with respect to any taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Date; (ii) with respect to taxable years Any reduction (other than by application against Taxes due and payable) of prepaid Tax, a Tax receivable, a Tax refund, or periods beginning before other Tax benefit included as an asset, or otherwise taken into account, in determining the Actual Closing Date Net Working Capital of MEI and ending after the Closing Date PPC; (a "Straddle Period"), iii) Taxes or additional Taxes imposed on MEI or attributable to PPC, as the Company which case may be, that are allocable, pursuant to Section 9.8(c)12(b) below, to the portion of such Straddle Period taxable years or periods ending on the Closing Date (an "Interim Period") but only to the extent that any liability for Taxes for such periods exceeds the amount of any accrual for current taxes payable that is taken into account in determining the Actual Closing Date Net Working Capital (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"); (iiiiv) Taxes or additional Taxes imposed on any member of any affiliated group with which Axys and/or MEI or PPC, as the Company file case may be, or have filed a Tax Return on a consolidated, combined or unitary basis Buyer for any taxable year or period beginning before the Pre-Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company Periods as a result of an inaccuracy or a breach of the representations and warranties set forth in Section 3.24 4(j) with respect to MEI and Section 5(j) with respect to PPC of this Agreement or a breach of the covenants contained in this Article IX, without duplicationSection 12; and (viv) Taxes or other payments required to be made after the date hereof by MEI or PPC, as the Company case may be, or Buyer for any Pre-Closing Period to any Person party under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or not written)) and (vi) to the extent not otherwise indemnified under clauses (i) and (iii) above, Taxes imposed as a result of the distribution or transfer of the Excluded Properties to the Selling Shareholders or other Parties. Common Stock Selling Shareholders' obligations under this Section 12 shall be adjusted for any tax savings, reduction or benefit actually realized by MEI or PPC (or their successors and assigns) in connection with the matter subject to the indemnification claim.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing Date, Axys the Equity Holders shall be liable toindemnify, and shall indemnify save and hold harmless, DPII, harmless the Company and their respective officers, directors, Affiliates and assigns Parent Indemnified Parties from and against the following amounts: any Damages incurred in connection with, arising out of, resulting from or attributable to (i) Taxes imposed on or attributable to of the Company or the Company Subsidiary for any Pre-Closing Tax Period, (ii) any Taxes with respect to taxable years any Pre-Closing Tax Period of any member of an affiliated, consolidated, unitary or periods ending combined group of which the Company or the Company Subsidiary (or any predecessor thereof) is or was a member prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law, (iii) any Taxes of any Person (other than the Company or the Company Subsidiary) imposed on the Company or the Company Subsidiary as a transferee, successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing Date Closing, and (iv) Taxes of Equity Holders (including, without limitation, any income taxes capital gains Taxes arising as a result of the transactions contemplated by this Agreement) or any of their Affiliates for any Tax period (collectively, “Indemnified Taxes”), except to the extent that such Indemnified Taxes were taken into account in the final determination of Net Working Capital. For purposes of this Section 338(h)(10) Election6.8(a); (ii) with respect to taxable years or periods beginning before , in the Closing Date and ending after the Closing Date (case of any Taxes that are payable for a "Straddle Period"), Taxes imposed on or attributable to the Company portion of such Tax which are allocable, pursuant to Section 9.8(c), relates to the portion of such Straddle Period ending on the Closing Date shall (an "Interim Period"x) (Interim Periods and in the case of any taxable years Taxes other than Taxes based upon or periods that end related to income, receipts, or employment, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); and the denominator of which is the number of days in the entire Straddle Period, and (iiiy) Taxes imposed on any member in the case of any affiliated group with Tax based upon or related to income, receipts, or employment be deemed equal to the amount which Axys and/or would be payable if the Company file or have filed a Tax Return relevant taxable period ended on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written).

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after After the Closing Date, Axys shall be liable to, and the Company shall indemnify and hold harmless, DPII, harmless the Company and their respective officers, directors, Affiliates and assigns Buyer from and against the following amounts: and shall be responsible for any and all Damages incurred as a result of or arising out of (i) any and all liability for Taxes imposed on or attributable to the Company with respect to any taxable years period of the Group or any of the DM Entities for all taxable periods ending on or before the Closing Date (includingnot including any liability for Taxes in American Samoa arising out of Buyer’s substantial discontinuance of the business of SK Samoa from and after the Closing Date) and, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to any taxable years period that begins on or periods beginning before the Closing Date and ending ends after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to for the portion of such Straddle Period thereof ending on the Closing Date (an "Interim Period") (Interim Periods and for the avoidance of doubt, including any taxable years Taxes of the Buyer or periods that end any of its direct or indirect subsidiaries resulting from any Subpart F income recognized on or prior to the Closing Date being referred Date), except to collectively hereinafter as "Pre-Closing Periods")the extent such Taxes were included in Working Capital and reduced the amount of the Aggregate Payment; (iiiii) any and all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a any other person (other than the DM Entities) which is or has ever been affiliated with the Company or with whom the Company or any of the DM Entities otherwise joins or has joined in filing any consolidated, combined combined, unitary or unitary basis for any taxable year or period beginning before aggregate Tax Return, prior to the Closing Date; (iviii) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other any payments required to be made after the date hereof by the Company to any Person Closing Date under any Tax sharing, indemnity Tax indemnity, Tax allocation or allocation agreement entered into before similar contracts (whether or not written) to which the Company or any of the DM Entities was obligated, or was a party, on or prior to the Closing Date Date; (whether oral d) any and all liabilities for Taxes arising from the Merger; and (e) any and all liabilities for Taxes resulting from the Section 338(h)(10) Election (defined below). The Company shall pay such amounts as it is obligated to pay to the Buyer under the preceding sentence within 15 days after payment of any applicable Tax liability by the Buyer or writtenthe applicable DM Entity. The provisions of Section 7.5(d) through (j) shall apply with respect to indemnification under this Section 4.4(c). After the Closing, the Buyer shall pay to the Company any amounts received by Marine Trading in respect of U.S. Federal Tax refunds as a result of Marine Trading being a part of the Company’s consolidated Tax Returns.

Tax Indemnity. (ai) Notwithstanding any other provisions of this Agreement, from, from and after the Closing Date, Axys Seller shall be liable to, and shall indemnify and hold harmless, DPII, Purchaser and the Company and their respective officers, directors, Affiliates and assigns from and Seller Subsidiaries against the following amountsTaxes, but only for Taxes in excess of the sum of Taxes paid prior to December 31, 1997, Taxes accrued as current Taxes payable or reserves on the December 31, 1997 financial balance sheet, and Taxes accrued or paid after December 31, 1997 in the ordinary course of business, in accordance with past practice, with respect to business operations for the period of January 1, 1998 through the Closing Date: (iA) Taxes imposed on or attributable to the Company Seller Subsidiaries with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Date; (iiB) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable to the Company Seller Subsidiaries which are allocable, pursuant to Section 9.8(c)such clause (ii) hereof, to the portion of such Straddle Period taxable year or period ending on the Closing Date (an "Interim PeriodINTERIM PERIOD") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "PrePRE-Closing PeriodsCLOSING PERIODS"); (iiiC) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file Seller and the Seller Subsidiaries or have any Seller Subsidiary files or has filed a Tax Return on a consolidated, combined or unitary basis for any a taxable year or period beginning before the Closing Date; (ivD) Taxes required to be paid or reimbursed by Axys the Seller under Section 9.8(dsubsection (i)(iii) hereof (to the extent such Taxes have not been paid by AxysSeller); (vE) Taxes or additional Taxes imposed on the DPII Purchaser or the Company Seller Subsidiaries as a result of an inaccuracy or a breach of the representations and warranties set forth in Section 3.24 2.12 of this Agreement or a breach of the covenants contained in this Article IX, subsection (i) without duplication; and or (viF) Taxes or other payments required to be made after the date hereof by the Company Seller Subsidiaries to any Person party under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or not written).

Tax Indemnity. (a) Notwithstanding any other provisions of this AgreementSeller and the Stockholders shall, fromjointly and severally, be liable for and pay, and after the Closing Date, Axys shall be liable to, and pursuant to Article XI shall indemnify and hold harmlesseach Indemnified Person against, DPIIall Taxes (including, without limitation, any amounts owed by an Indemnified Person relating to Taxes pursuant to a contract or otherwise) applicable to the Business, the Company Acquired Assets and their respective officersthe Assumed Obligations, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or in each case attributable to the Company with respect to taxable years or periods ending on or before prior to the Closing Date (includingand, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "any Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on and including the Closing Date (an "Interim Period") (Interim Periods Date; provided, however, that neither Seller nor the Stockholders shall be liable for or pay, and shall not indemnify any Indemnified Person from and against, any Taxes for which Buyer is liable under this Agreement; including without limitation, pursuant to the following sentence or Section 3.3. Buyer shall be liable for and pay, and pursuant to Article XI shall indemnify Seller and the Stockholders, and their respective Affiliates, from and against, all Taxes applicable to the Business, the Acquired Assets and the Assumed Obligations that are attributable to taxable years or periods that end on or prior to beginning after the Closing Date being referred and, with respect to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member Straddle Period, the portion of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period such Straddle Period beginning before after the Closing Date; (iv) provided, however, that Buyer shall not be liable for or pay, and shall not indemnify Seller from and against, any Taxes required to be paid or reimbursed by Axys for which Seller is liable under Section 9.8(d) (this Agreement; including without limitation, pursuant to the extent such Taxes have not been paid by Axyspreceding sentence or Section 3.3. For purposes of this Section 6.11(a); (v) Taxes imposed , any Straddle Period shall be treated on the DPII or the Company as a result of an inaccuracy or breach “closing of the representations and warranties set forth in Section 3.24 or a breach books” basis as two partial periods, one ending at the close of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date and the other beginning on the day after the Closing Date, except that Taxes (whether oral or written)such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing DateClosing, Axys shall each Buyer and each Acquired Company shall, notwithstanding anything to the contrary in the Agreement and furthermore notwithstanding Buyers’ Knowledge, be liable toindemnified by Seller and Altor, jointly and shall indemnify and hold harmlessseverally, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: any Taxes and Losses attributable to (i) all Taxes imposed on (or attributable to the Company with respect to taxable years or periods ending on or before non-payment thereof) of Seller and the Acquired Companies for all Pre-Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Tax Periods; (ii) with respect to taxable years all Taxes for Pre-Closing Tax Periods of any member of an affiliated, consolidated, combined or periods beginning before unitary group of which any of the Closing Date and ending after the Closing Date (Acquired Companies is or was a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end member on or prior to the Closing Date being referred Date, including pursuant to collectively hereinafter as "PreUS Treasury Regulations Section 1.1502-Closing Periods")6 or any similar provision of state, local or foreign law; and (iii) any Taxes imposed on any member and Losses attributable to or arising from a breach by Seller of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidatedcovenant in Clause 19; provided, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to however, that Buyers shall not be paid or reimbursed by Axys under Section 9.8(d) (indemnified to the extent such Taxes have were taken into account in determining the Purchase Price, as finally determined under Clause 8. In the case of any taxable period that includes (but does not been paid by Axys); (vend on) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral a “Straddle Period”), the amount of any Taxes based on or written)measured by income, receipts, or payroll of the Acquired Companies for the 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 the amount of other Taxes of the Acquired Companies for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing Date, Axys Sellers shall be liable toprotect, and shall defend, indemnify and hold harmlessharmless Buyer and the Acquired Companies from any and all Taxes (including any obligation to contribute to the payment of any Taxes determined on a consolidated, DPIIcombined, or unitary basis with respect to a group of corporations that includes or included the Company Acquired Companies), other than from any and their respective officersall Taxes described in Section 7.7 (which shall be borne in accordance with Section 7.7) and other than from any and all Post-Effective Date Taxes, directors, Affiliates and assigns from and against the following amounts: which are (i) Taxes imposed on Sellers or attributable to any member (other than the Company with respect to taxable years Acquired Companies) of the consolidated, unitary or periods ending combined group which includes or included the Acquired Companies for any period that ends on or before the Closing Date (includingDate, without limitationthat Buyer or the Acquired Companies pays, otherwise satisfies in whole or in part, or results in liens or other encumbrances on any income taxes arising as a result of any Section 338(h)(10) Election)Buyer’s or the Acquired Companies’ assets; or (ii) with imposed on any of the Acquired Companies in respect of their income, business, property or operations or for which they may otherwise be liable (A) for any taxable period of the Acquired Companies or portion thereof ending prior to taxable years or periods beginning before the Closing Date and ending after the Closing Date as provided in this Section 11 (a "Straddle Period"including without limitation Taxes for which Sellers are responsible pursuant to Sections 11.1(b)-(e)), Taxes imposed on or attributable to (B) resulting by reason of the Company which are allocable, several liability of any of the Acquired Companies pursuant to Treas. Reg. Section 9.8(c)1.1502-6 or any analogous state, to the portion local or foreign law or regulation or by reason of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and their having been a member of any taxable years consolidated, combined or periods that end unitary group on or prior to the Closing Date being referred Date, (C) resulting from its ceasing to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any be a member of any affiliated group with which Axys the Seller Group, (D) resulting from the breach of Sellers’ covenants set forth in this Article 11 and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 4.10 or a breach (E) relating to any reorganization of the covenants contained in Acquired Purchase and Sale Agreement — Pipeline and Storage Businesses Companies done on or prior to the Closing Date. Seller shall have no liability under this Article IX, without duplication; and Section 11.2 to the extent that such liability would not have been incurred but for (viy) Taxes conduct of Buyer or its Affiliates that conflict with this Agreement or (z) failures by Buyer or its Affiliates to make filings or take other payments actions required to be made taken by Buyer or its Affiliates under this Agreement (in each case, including the Acquired Companies as an Affiliate of Buyer from and after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral and, in each case, other than matters resulting from or writtenarising out of actions taken or failed to be taken at the direction of Seller). Indemnification for Taxes pursuant to this Section, shall also include any reasonable professional fees, accounting fees and other out of pocket costs incurred by Buyer and the Acquired Companies relating to the Tax liability for which indemnification is provided or in enforcing this indemnity. The indemnification for Taxes pursuant to this Section 11.2 shall take into account any Tax Benefit existing from such indemnification. If the amount of any Tax of an indemnitee is reduced as a result of indemnification for Taxes pursuant to this Section 11.2, such amount shall promptly be paid by the indemnitee to the indemnitor.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing Date, Axys shall be liable to, and Times Mirror shall indemnify and hold harmlessharmless Acquiror, DPII, the Company and Mosbx xxx their respective officers, directors, Affiliates and assigns from and subsidiaries against the following amountsTaxes and, against any loss, damage, liability or expense, including, but not limited to, reasonable fees for attorneys and other outside consultants, incurred in contesting or otherwise in connection with any such Taxes: (i) Taxes imposed on Times Mirror or attributable to the Company Mosbx xxx its subsidiaries with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, Taxes imposed on Times Mirror or attributable to the Company Mosbx xxx its subsidiaries which are allocable, pursuant to Section 9.8(c)11.1(b) below, to the portion of such Straddle Period taxable year or period ending 55 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) Taxes imposed on any member of any an affiliated group with which Axys and/or the Company file Mosbx xx any of its subsidiaries files or have has filed a Tax Return on a consolidated, combined or unitary basis for any a taxable year or period beginning ending on or before the Closing Date; . Times Mirror shall not have any obligation to indemnify Mosbx xxx its subsidiaries with respect to Taxes that are not measured with respect to income (iv"Non-Income Taxes") until all such Non-Income Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (shall, in the aggregate, exceed $500,000 and then only to the extent of such Taxes have excess. The tax indemnity under this Section 11.1(a) shall not been paid by Axys); (v) Taxes imposed cover tax liabilities resulting from transactions of Mosbx xxx in the ordinary course of business that occurred on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral but after the Effective Time. The parties agree that the tax consequences of any such transaction shall be reflected on the post-Closing Date Tax Returns of Mosbx xx provided under Section 1.1502-76(b)(ii)(B) of the Treasury Regulations and any similar state, local or written)foreign tax provisions.

Tax Indemnity. (a) Notwithstanding any other provisions of this AgreementSeller, from, FGWLA and after the Closing Date, Axys shall be liable to, and shall CLAC agree to indemnify and hold harmlessharmless Purchaser, DPII, the Company and their respective officers, directors, its Affiliates and assigns from and the Seller Subsidiaries against the following amounts: (to the extent in excess of the reserves and accruals established for such Loss on the Final Statement of Assets and Liabilities): (i) Taxes imposed on or attributable with respect to the Company Seller Subsidiaries, the Business or the Transferred Assets with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Date; (ii) with respect to taxable years or periods beginning on or before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable with respect to the Company Seller Subsidiaries, the Business or the Transferred Assets which are allocable, pursuant to Section 9.8(c12.01(b), to the portion of such Straddle Period period ending on and including the Closing Date; (iii) Taxes of any Person (other than any of the Seller Subsidiaries) that are imposed on or for which any of the Seller Subsidiaries is liable pursuant to Treasury Regulations section 1.1502-6 (or similar provision of state, local or foreign Law), as a transferee or successor, or (other than as specifically set forth in (A) this Agreement or (B) the Ancillary Agreements) by contract; (iv) Taxes attributable to, or resulting directly or indirectly from elections under section 338(h)(10) of the Code (and any comparable provisions of state, local or foreign Law) with respect to the actual or deemed sale of the shares of capital stock of any of the Seller Subsidiaries, pursuant to Section 12.07(e) of this Agreement; and (v) any Losses (for the avoidance of doubt, for purposes of this clause (v), Losses shall not include any Taxes (other than interest, penalties and additions imposed with respect thereto) with respect to taxable periods beginning after the Closing Date resulting from the failure to file a Tax Return in a jurisdiction in which the Seller, FGWLA or CLAC (an "Interim Period"with respect to the Business or the Transferred Assets) or any Seller Subsidiary was required to file) resulting from the breach of a covenant, representation or warranty set forth in Sections 2.01(b), 2.01(c), 4.08(l) and 4.21 and this Article XII. Purchaser shall use commercially reasonable efforts to take actions in order to minimize the amount of any Losses for which Seller is required to indemnify Purchaser pursuant to clause (Interim Periods v) of this Section 12.01(a). Purchaser agrees to indemnify and any taxable years or periods that end hold harmless Seller and its Affiliates against the following: (i) Taxes imposed on or prior with respect to the Seller Subsidiaries, the Business or the Transferred Assets with respect to taxable periods beginning after the Closing Date; (ii) with respect to taxable periods beginning on or before the Closing Date being referred and ending after the Closing Date, Taxes imposed on or with respect to collectively hereinafter as "Pre-the Seller Subsidiaries, the Business or the Transferred Assets which are allocable, pursuant to Section 12.01(b), to the portion of such period beginning the day after the Closing Periods")Date; (iii) Taxes imposed on any member of any affiliated group or with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (respect to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on Seller Subsidiaries, the DPII Business or the Company as a result of an inaccuracy Transferred Assets with respect to taxable periods ending on or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date to the extent of the reserves and accruals established for such Taxes on the Final Statement of Assets and Liabilities ; and (whether oral iv) any Losses resulting from the breach of a covenant, representation or writtenwarranty set forth Sections 2.01(b), 2.01(c), 4.08(l) and 4.21 and this Article XII. Seller shall use commercially reasonable efforts to take actions in order to minimize the amount of any Losses for which Purchaser is required to indemnify Seller pursuant to clause (iv) of this Section 12.01(a).

Tax Indemnity. (a) Notwithstanding any other provisions of this AgreementSubject to the limitations set forth in Section 5.11(f), from, and after the Closing Date, Axys shall be liable to, and Seller shall indemnify and hold harmless, DPII, harmless the Company and their respective officers, directors, Affiliates and assigns from and Buyer against the following amounts (including any Loss reasonably incurred in contesting or otherwise in connection with any such amounts: ) (collectively, "Indemnified Taxes"): (i) Taxes imposed on or attributable required to be withheld by the Company or any of the Subsidiaries (including, without limitation, Taxes imposed as a result of the Company or any of the Subsidiaries being included in an affiliated group that files consolidated or combined returns by reason of U.S. Treasury Regulation ss.1.1502-6 or any comparable provision of state, local or foreign law that provides for joint or several liability) with respect to any taxable years year or periods period ending on or before the Closing Date Date, except for (includingA) Taxes, without limitationother than deferred taxes, any income taxes arising as a result that have been reserved or otherwise accrued or reflected on the Audited Balance Sheet, and (B) Taxes in an amount equal to the accrued and unpaid Taxes of any Section 338(h)(10) Election)the Company and its Subsidiaries reflected on the books and records of the Company and its Subsidiaries since December 31, 1999 in the ordinary course of business consistent with past practice and relating to operations since December 31, 1999; (ii) with respect to any taxable years year or periods period beginning before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable required to be withheld by the Company or any of its Subsidiaries which are allocable, pursuant to Section 9.8(c)5.11(b) below, to the portion of such Straddle Period taxable year or period ending at the end of the day 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written).that

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, The Sellers and after the Closing Date, Axys shall be liable to, AWAC will jointly and shall severally indemnify and hold harmlessParent, DPII, Purchaser and the Company Companies (other than AWAC) and each of their respective officers, directors, Affiliates successors and assigns from and (each, a “Tax Indemnitee”) harmless against the following amounts: all Losses attributable to (i) (A) any Taxes imposed on of AWAC and (B) any Taxes of IHS or attributable to the Company with respect to taxable years or periods ending on or before the iProcert for any Pre-Closing Date (includingTax Period, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years Taxes of any member of an affiliated, consolidated, combined or periods beginning before the Closing Date and ending after the Closing Date unitary group of which any Company (or any predecessor) is or was a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end member on or prior to the Closing Date being referred Date, including pursuant to collectively hereinafter as "PreSection 1.1502-Closing Periods"); 6 of the Treasury Regulations or any analogous or similar state, local or foreign income Tax law or regulation, (iii) Taxes of any Person other than any Company that are imposed on any member of any affiliated group with Company as a transferee or successor, by contract, or otherwise, which Axys and/or the Company file Taxes related to and result from an event or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before transaction occurring prior to the Closing Date; and (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a any breach of the covenants contained in this Article IX; provided, without duplication; however, that in any such case the Sellers will be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes as reflected in Final Closing Statement. The limitations on indemnification contained in Article VIII will not apply to any claim for indemnification under this Article IX. If a Party has any indemnification obligations with respect to any Loss under both this Article IX and (viArticle VIII, the indemnification obligations under this Article IX will control and be their exclusive obligation. Subject to Section 9.4(b), the Sellers shall reimburse Parent, Purchaser and the Companies for any Losses which are the responsibility of any Sellers pursuant to this Section 9.4(a) Taxes or other payments required to be made within ten days after the date hereof by later of (i) the Company to incurrence of such Losses or (ii) Parent or any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Company’s request thereof.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall Seller agrees to indemnify and hold harmless, DPII, harmless the Company and their respective officers, directors, Affiliates and assigns Buyer Indemnitees from and against the following amounts: Taxes (except for the Buyer Indemnitees' share of the Taxes referred to in Section 12.8 or to the extent reflected in the Closing Date Financial Statements) and, except as otherwise provided in Section 12.5 and 12.9(d), against any costs or expenses (including reasonable attorneys fees and expenses of outside counsel) incurred in contesting such Taxes ("Contest Expenses"): (i) all Taxes imposed on or attributable to the Company Parties with respect to taxable years or Taxable periods of such person ending on or before the Closing Date (includingDate, without limitationincluding all income, any income taxes arising as gains and other amounts earned or realized by the Company Parties through the Closing Date, all of which shall be included in the Seller's tax returns or in tax returns of consolidated or combined groups of which Seller is a result of any Section 338(h)(10) Election); member, (ii) the Company's proportionate share, based on its ownership interest in Atlantic, of all Taxes imposed on Atlantic with respect to Taxable periods of Atlantic ending on or before the Closing Date, including all income, gains and other amounts earned or realized by Atlantic through the Closing Date, (iii) all Taxes, if any, that would not otherwise have been payable by the Company or CPH in a period that ends after the Closing Date if the items of income, gain, loss and deduction that would be allocated to the general partnership interest in CPLP that is held by CPH for the period ended at the end of the Closing Date under the "closing of the books" method were excluded from the income of CPH, (iv) with respect to taxable years or 61 76 Taxable periods beginning on or before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, all Taxes imposed on or attributable to the Company Parties or the Company's proportionate share, based on its ownership interest in Atlantic, of all Taxes imposed on Atlantic, in each case which are allocable, pursuant to Section 9.8(c12.1(c), to the portion of such Straddle Period period ending on the Closing Date Date, and (an "Interim Period"v) (Interim Periods and any taxable years all Taxes, if any, payable by the Company Parties or periods that end the Company's proportionate share, based on or prior to its ownership interest, of all Taxes payable by Atlantic after the Closing Date being referred arising from or related to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth of the Seller in Section 3.24 or a breach of the covenants contained in this Article IX2.16(a)(vii), without duplication; (viii) and (viix) Taxes or other payments required to be made after the date hereof and that would not otherwise have been payable by the Company Parties or Atlantic. The obligations of the Seller under this Section 12.1 shall not be subject to any Person under any Tax sharingthe Seller Indemnification Cap, indemnity the Seller Indemnification Basket or allocation agreement entered into before the Closing Date (whether oral or writtenSeller Indemnification Threshold, but shall be subject to Section 12.9(d).

Tax Indemnity. Subject to Section 13.11 and except to the extent of (ax) Notwithstanding any other provisions of this Agreementa Non-Income Tax attributable to a Processing Company that is a Non-Income Tax accrued as a Liability on the Final Processing Closing Balance Sheet (and taken into account in calculating the Aggregate Consideration) or (y) a Non-Income Tax attributable to Cattleco that is a Non-Income Tax accrued as a Liability on the Final Cattleco Closing Balance Sheet (and taken into account in determining the Cattleco Stockholder Net Investment), from, from and after the Closing Date, Axys ConAgra shall be solely liable tofor, shall pay and shall protect, defend, indemnify and hold harmless, DPII, harmless the Company Holdco Indemnified Parties from any and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) all Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result obligation to contribute to the payment of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included any of the Acquiring Companies or Acquired Companies), and any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys' and accountants' fees and expenses, directly arising out of the protest, determination, assessment or collection of such Taxes (collectively, "Tax Losses") which result from (i) any Liability for Taxes imposed on any of the Acquiring Companies (but, in the case of an Acquiring Company, only if ConAgra or its Subsidiaries breached Section 9.1.1(n) and then only to the extent of the increase in Taxes caused by such breach over the Taxes that would be payable absent such breach or an Income Tax Liability under clause (iii) in this Section below) or Acquired Companies for any taxable year period or period beginning before portion thereof ending on or prior to the Closing Date; (iv) Taxes required , including any Acquired Company ceasing to be paid a member of the ConAgra Group, (ii) the Liability of ConAgra, any member of the ConAgra Group or reimbursed any Affiliate of ConAgra (other than an Acquiring Company or Acquired Company) for any Taxes for any taxable period or (iii) the Liability of any of the Acquiring Companies or Acquired Companies pursuant to Treas. Reg. Section 1.1502-6 or any analogous state, local or foreign law or regulation or by Axys under Section 9.8(d) (reason of its having been a member of any consolidated, combined or unitary group on or prior to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Date.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, fromfrom and after the Closing, the Major Shareholder, subject to Section 10.2(a)(i) of this Agreement, but not subject to the limitation in ------------------ Section 10.2(a)(ii), shall indemnify and hold harmless the Corporation and ------------------- the Subsidiaries (the "IDENTIFIED PARTIES") against the following Taxes, but only for Taxes in excess of the sum of Taxes paid by the Corporation and the Subsidiaries prior to December 31, 1997, Taxes accrued as current Taxes payable on the December 31, 1997 financial balance sheet, and Taxes accrued or paid after December 31, 1997 in the ordinary course of business, in accordance with past practice, with respect to business operations for the period of January 1, 1997 through the Closing Date, Axys shall be liable and, against any loss, damage, liability or expense, including, but not limited to, reasonable fees for attorneys and shall indemnify and hold harmlessother outside consultants, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amountsincurred in contesting or otherwise in connection with any such Taxes: (i) Taxes imposed on or attributable to the Company Corporation and the Subsidiaries with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable to the Company Corporation and the Subsidiaries which are allocable, pursuant to Section 9.8(c)7.9(d) below, to the portion of -------------- such Straddle Period taxable year or period ending on the Closing Date (an "Interim PeriodINTERIM PERIOD") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "PrePRE-Closing PeriodsCLOSING PERIODS"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file Corporation and the Subsidiaries or have any Subsidiary files or has filed a Tax Return on a consolidated, combined or unitary basis for any a taxable year or period beginning ending on or before the Closing Date; or (iv) Taxes required to be paid or reimbursed by Axys the Major Shareholder under Section 9.8(d------- 7.9(d) of this Agreement (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written------ Major Shareholder).

Tax Indemnity. Subject to the provisions of Section 9, the Seller or the Shareholder, jointly and severally, shall indemnify, save and hold harmless Buyer and Buyer shall indemnify, save and hold harmless Seller from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company with respect to taxable years any Tax year or periods portion thereof ending on or before the Closing Date (including, without limitation, or for any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods Tax year beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), extent allocable (as determined in the following sentence) to the portion of such Straddle Period period beginning before and ending on the Closing Date), and (b) for the unpaid Taxes of any person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise. For purposes of the preceding sentence, 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 that relates to the portion of such Tax period ending on the Closing Date shall (an "Interim Period"i) (Interim Periods and in the case of any taxable years Taxes other than Taxes based upon or periods that end 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 number of days in the Tax period ending on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); and the denominator of which is the number of days in the entire Tax period, and (iiiii) Taxes imposed on any member in the case of any affiliated group with Tax based upon or related to income or receipts, be deemed equal to the amount which Axys and/or would by payable if the Company file or have filed a relevant Tax Return period ended on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written).

Tax Indemnity. (a) Notwithstanding any other provisions of anything to the contrary in this Agreement, fromfrom and after the Closing, Seller shall indemnify and hold harmless Buyer and its Affiliates (including the Acquired Companies after the Closing), in each case, without duplication, from any and all Damages in respect of: (i) Taxes of the Acquired Companies for any Pre-Closing Tax Period; (ii) all liability for Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Acquired Companies are or were 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 non-U.S. Legal Requirement; (iii) all Transfer Taxes to be paid by Seller pursuant to Section 12.6; and (iv) a breach of (A) any representation or warranty contained in Section 3.17 or (B) any covenant set forth in this Article 12 (collectively, “Indemnified Taxes”); provided, however, that Seller shall not have any indemnification obligation to the extent any Indemnified Taxes were specifically taken into account in the calculation of the Working Capital, Financial Indebtedness Amount, Accrued Taxes or Transaction Expenses Amount set forth in the Conclusive Closing Statement and which resulted in a reduction of the Closing Cash Payment. Notwithstanding the foregoing, Seller shall not have any liability pursuant to this Section 12.11 or otherwise under this Agreement with respect to any Tax or Damages (i) for Taxes for any taxable period (or portion thereof) that begins after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect that are due to the unavailability in any taxable years period (or periods portion hereof) beginning before the Closing Date and ending after the Closing Date of any net operating losses, credits or other Tax attribute from a taxable period (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period thereof) 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"); or (iii) that were expressly included in the determination of Working Capital, Financial Indebtedness Amount, Accrued Taxes imposed on Amount, or Transaction Expenses Amount as finally determined pursuant to Section 2.7 and reduced the Purchase Price. For the avoidance of doubt, the provisions of this Section 12.11 shall exclusively govern any member of any affiliated group claim for indemnity by Buyer or its Affiliates with which Axys and/or the Company file or have filed a respect to Taxes and shall control as to Tax Return on a consolidated, combined or unitary basis matters (except for any taxable year or period beginning before the Closing Date; (iv) Transfer Taxes required owed by Xxxxx to be paid or reimbursed by Axys under Seller pursuant to Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written12.6 hereof).

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall Seller agrees to indemnify and hold harmless, DPII, harmless the Company and their respective officers, directors, Affiliates and assigns Buyer Indemnitees from and against the following amounts: Taxes (except for the Buyer Indemnitees' share of the Taxes referred to in Section 12.8 or to the extent reflected in the Closing Date Financial Statements) and, except as otherwise provided in Section 12.5, against any costs or expenses (including reasonable attorneys fees and expenses of outside counsel) incurred in contesting such Taxes ("Contest Expenses"): (i) all Taxes imposed on or attributable to the Company Parties with respect to taxable years or Taxable periods of such person ending on or before the Closing Date (includingDate, without limitationincluding all income, any income taxes arising as gains and other amounts earned or realized by the Company Parties through the Closing Date, all of which shall be included in the Seller's tax returns or in tax returns of consolidated or combined groups of which Seller is a result of any Section 338(h)(10) Election); member, (ii) all Taxes, if any, that would not otherwise have been payable by the Company or CPH in a period that ends after the Closing Date if the items of income, gain, loss and deduction that would be allocated to the general partner interest in CPLP that is held by CPH for the period ended at the end of the Closing Date under the "closing of the books" method were excluded from the income of CPH, (iii) with respect to taxable years or Taxable periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, all Taxes imposed on or attributable to the Company Parties, in each case which are allocable, pursuant to Section 9.8(c12.1(c), to the portion of such Straddle Period period ending on the Closing Date (an "Interim Period") (Interim Periods Date, and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed all Taxes, if any, payable by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as Parties after the Closing arising from or related to a result of an inaccuracy or breach of the representations and warranties set forth of the Seller in Section 3.24 or a breach of the covenants contained in this Article IX2.16(a)(vii), without duplication; (viii) and (viix) Taxes or other payments required to be made after the date hereof and that would not otherwise have been payable by the Company Parties. The obligations of the Seller under this Section 12.1 shall not be subject to any Person under any Tax sharingthe Seller Indemnification Cap, indemnity the Seller Indemnification Basket or allocation agreement entered into before the Closing Date (whether oral or written)Seller Indemnification Threshold.

Tax Indemnity. (a) Notwithstanding Seller shall indemnify Purchaser and the Affiliates of Purchaser against any other provisions of this Agreement, fromand all (i) Excluded Taxes, and (ii) any reasonable out-of-pocket costs and expenses related to such Excluded Taxes incurred by the Purchaser, the Company or any Company Subsidiary in respect of Tax advisors of Purchaser and its Affiliates or otherwise in connection with defending the assessment of any Excluded Tax during the course of any audit or other proceedings initiated by a Taxing Authority. Purchaser and any of its Affiliates seeking indemnity under this Section 7.09(a) shall (i) without undue delay, inform Seller in writing of the initiation of any audit or other proceeding in relation to Excluded Taxes, and (ii) comply with the claims procedure set forth in Section 9.04. Seller, at Seller’s sole cost and expense, shall control the contest (including any audit or investigation or any judicial or administrative proceeding) (such contest, a “Tax Contest”) in relation to any Excluded Taxes only if: (i) Seller acknowledges in writing to Purchaser Seller’s obligation to indemnify Purchaser for any Tax liability under this Section 7.09(a), (ii) Seller timely keeps Purchaser reasonably informed of the progress of each such Tax Contest, (iii) Seller permits Purchaser to review and comment on all written submissions made to any administrative or judicial body in connection with each such Tax Contest, and (iv) to the extent that a Tax assessment must be paid, including prior to commencing a Tax Contest, Seller will be responsible for paying such assessment; provided, however, that Seller will not be permitted to settle or compromise any such Tax Contest without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, if the resolution of such Tax Contest reasonably could be expected to materially affect the Tax liability or Tax attributes of Purchaser or its Affiliates (including, after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, Subsidiaries) for any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and Tax period ending after the Closing Date (a "Straddle Period")Date. For the avoidance of doubt, Taxes imposed on or attributable the indemnity provided by this Section 7.09(a) shall be applicable to the Company which are allocable, pursuant to Section 9.8(c)transactions governed by the Transaction Agreements, to the portion of such Straddle 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)applicable.

Tax Indemnity. (a) Notwithstanding any other provisions of provision in this AgreementAgreement to the contrary, from, and after the Closing Date, Axys Seller shall be liable tofor, will pay, will defend, and shall will indemnify and hold harmless, DPII, the Company Purchaser Indemnified Parties harmless against any and their respective officers, directors, Affiliates and assigns from and against the following amounts: all (i) Taxes imposed on the Seller or attributable to the Company Parent; (ii) Taxes imposed on or payable with respect to either the Company, its Subsidiary or their respective businesses, operations, property, or assets that relate to, arise out of or are attributable to any Tax period (or portion thereof) ending on or prior to the Financial Closing Date (the "Pre-Financial Closing Period"), except to the extent such Taxes are included in the calculation of Closing Working Capital; (iii) Taxes of a Person other than the Company or its Subsidiary for which the Company 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 being a member of or included in any group which files or has filed a Tax Return on a consolidated, combined, group or unitary basis for a taxable years or periods period ending on or before the Closing Date Date, (including, without limitation, any income taxes arising B) as a result transferee or (C) as a successor; (iv) except as provided in Section 9.01(b), Taxes resulting from or attributable to the transactions contemplated by this Agreement; (v) Losses relating to, arising out of, or resulting from the breach of any Section 338(h)(10) Electioncovenants or agreements relating to Tax matters set forth in this Agreement (determined without regard to any matters set forth in the Seller's Disclosure Letter); and (iivi) with respect all reasonable costs and expenses relating to taxable years or periods beginning the review, investigation, remediation, settlement, contest, adjudication and analysis of any matter relating to the Taxes and Losses described in clauses (i) – (iv) (collectively clauses (i) – (vi), "Excluded Tax Liability"). For purposes hereof, in the case of any Tax period that begins before the Financial Closing Date and ending ends after the Financial Closing Date (a "Straddle Period"), the amount of Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), allocable to the portion of such Straddle Period period ending on as of and including the Financial 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"); (iii) Taxes imposed on any member of any affiliated group shall be computed in accordance with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written9.01(c).

Tax Indemnity. Subject to Section 13.11 and except to the extent of (ax) Notwithstanding any other provisions of this Agreementa Non-Income Tax attributable to a Processing Company that is a Non-Income Tax accrued as a Liability on the Final Processing Closing Balance Sheet (and taken into account in calculating the Aggregate Consideration) or (y) a Non-Income Tax attributable to Cattleco that is a Non-Income Tax accrued as a Liability on the Final Cattleco Closing Balance Sheet (and taken into account in determining the Cattleco Stockholder Net Investment), from, from and after the Closing Date, Axys ConAgra shall be solely liable tofor, shall pay and shall protect, defend, indemnify and hold harmless, DPII, harmless the Company Holdco Indemnified Parties from any and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) all Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result obligation to contribute to the payment of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included any of the Acquiring Companies or Acquired Companies), and any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys' and accountants' fees and expenses, directly arising out of the protest, determination, assessment or collection of such Taxes (collectively, "Tax Losses") which result from (i) any Liability for Taxes imposed on any of the Acquiring Companies (but, in the case of an Acquiring Company, only if ConAgra or its Subsidiaries breached Section 9.1.1(n) and then only to the extent of the increase in Taxes caused by such breach over the Taxes that would be payable absent such breach or an Income Tax Liability under clause (iii) in this Section below) or Acquired Companies for any taxable year period or period beginning before portion thereof ending on or prior to the Closing Date; (iv) Taxes required , including any Acquired Company ceasing to be paid a member of the ConAgra Group, (ii) the Liability of ConAgra, any member of the ConAgra Group or reimbursed any Affiliate of ConAgra (other than an Acquiring Company or Acquired Company) for any Taxes for any taxable period or (iii) the Liability of any of the Acquiring Companies or Acquired Companies pursuant to Treas. Reg.ss.1.1502-6 or any analogous state, local or foreign law or regulation or by Axys under Section 9.8(d) (reason of its having been a member of any consolidated, combined or unitary group on or prior to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Date.

Tax Indemnity. (a) Notwithstanding any other provisions Lessor intends to take accelerated cost recovery deductions (Recovery Deductions) under sections 167(a) and 168(b)(1) of this Agreementthe Internal Revenue Code of 1982, fromas amended (Code), and after the Closing Dateaccelerated depreciation deductions under applicable state law (Depreciation Deductions). Accordingly, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against Lessee makes the following amountsrepresentations, warranties and covenants: (i) Taxes imposed on or attributable at the time Lessee accepts the Equipment pursuant to Section 3 of the Company with respect to taxable years or periods ending on or before Agreement, the Closing Date (including, without limitation, any income taxes arising as a result Equipment will have been "placed in service" within the meaning of any Section 338(h)(10) Election)sections 167 and 168 of the Code; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date Total Purchase Price (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, as adjusted pursuant to Section 9.8(c), to 7 of the portion Agreement) shall qualify for Recovery Deductions and Depreciation Deductions (with the exception of such Straddle Period ending any items that are not excluded by specific language on the Closing Date (an "Interim Period") (Interim Periods front of this Schedule and any taxable years or periods increase in the Total Purchase Price that end on or prior is attributable to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"any accrued interest under a Financing Agreement); (iii) Taxes imposed on neither Lessee, any member of its affiliates, nor any affiliated group with which Axys and/or of its successors, sublessees or assigns was, is, or will become a tax-exempt entity described in section 168(h)(2) of the Company file Code at any time during the Term of this Schedule or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing five years preceding the Commencement Date; and (iv) Taxes at no time during the Term of this Schedule will Lessee (or any of its successors, sublessees or assigns) take any action or fail to take any action (whether or not such act or omission is otherwise required by the Agreement) that results in a loss, reduction, deferral, recapture or other unavailability to Lessor of any part of the Recovery Deductions or Depreciation Deductions. If, because of a breach of this Section 4(a), Recovery Deductions or Depreciation Deductions are lost, reduced, deferred, recaptured or otherwise made unavailable to Lessor (a Tax Loss), Lessee shall, upon demand by Lessor, promptly pay damages to Lessor. The amount of such damages shall be the amount necessary to provide Lessor with a Net Economic Return (as defined in Section 4(c) below) equal to the Net Economic Return that lessor would have realized if it had not suffered a Tax Loss. A Loss or damage to the Equipment will constitute a breach of this Section 4(a) if it does not result in the payment of the Lessor's Return described in Section 13 of the Agreement. (b) The amount of each periodic Rental Payment remaining to be paid during the Applicable Term (as adjusted pursuant to Section 7 of the Agreement, or reimbursed by Axys under as previously adjusted pursuant to this Section 9.8(d4(b)) (shall be adjusted, upwards or downwards, in the event that changes are made to the extent such Taxes have not been paid Code (including changes in the corporate income tax rates) or any regulations promulgated thereunder that affect the federal income tax consequences to Lessor that were contemplated by Axys); (v) Taxes imposed on Lessor when it determined the DPII or the Company as a result of an inaccuracy or breach amount of the representations and warranties set forth periodic Rental Payment then in effect (Tax Law Change). The net effect of any adjustment under this Section 3.24 or 4(b) shall be to provide Lessor a breach of Net Economic Return equal to the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any net Economic Return that Lessor would have realized if no Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Law Change had occurred.

Tax Indemnity. The Seller shall pay for, and indemnify the Buyer, its Affiliates (including the Companies) and all other Buyer Indemnified Parties from and against, the following Taxes (and all other related Losses): (a) Notwithstanding all Taxes (other than Buyer’s allocable share of any other provisions Transfer Taxes) of this Agreementeach Company for any Pre-Closing Period, from, and after or the portion of any Straddle Period ending on the Closing Date, Axys shall be to the extent such Taxes are not adequately provided for as a current liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and tax) for purposes of computing the Closing Net Working Capital (as finally determined); (b) all Taxes that any Company is liable tofor (including under Treasury Regulation Section 1.1502-6 or any similar provision of state, and shall indemnify and hold harmlesslocal, DPIIor non-U.S. applicable Laws) as a result of such Person (or any predecessor) being a member of (or leaving) an affiliated, the Company and their respective officersconsolidated, directorscombined, Affiliates and assigns from and against the following amounts: (i) Taxes imposed unitary or similar Tax group on or attributable before the Closing Date; (c) all Taxes that any Company is liable for as result of transferee liability, successor liability, joint and several liability, pursuant to a contract or otherwise for any Pre-Closing Period (or the Company with respect to taxable years or periods portion of any Straddle Period ending on or before the Closing Date (including, without limitation, any income taxes arising Date) or that are imposed as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years an event or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed transaction occurring on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (ivd) all Taxes required resulting from or arising out of a breach of a representation or warranty contained in Section 3.17 (or any certificate delivered hereunder that relates to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axysrepresentations); (ve) all Taxes resulting from or arising out of a breach of a covenant of any Seller or Representative contained in this Article VI or Section 5.1(t); (f) the Seller’s allocable share of any Transfer Taxes, as determined under Section 6.6; (g) any and all Excluded Taxes; (h) any and all Taxes (other than Transfer Taxes) resulting from the transactions effected by the Contribution Agreement or the Foreign Contribution Agreement; and (i) any income or capital gains Taxes imposed on the DPII any Company by tax authorities in China (or the Company any state or political subdivision therein) as a result of an inaccuracy the direct or breach indirect transfer of STR (Shanghai) Ltd., in each case without duplication. Notwithstanding the representations and warranties set forth foregoing, the Seller’s obligation in Section 3.24 or respect of a breach of any representation pursuant to Section 6.1(d) shall not include any Taxes arising in any period (or portion thereof) beginning after the covenants contained Closing Date; provided that this sentence shall not apply to breaches of representations in this Article IXSections 3.17(g), without duplication; (r) and (vis). Seller shall be obligated to indemnify a Person for a breach of a representation in Section 3.17(g) Taxes only if Buyer provides notice of such breach on or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the sixth (6th) anniversary of the Closing Date Date. Seller shall be obligated to indemnify a Person for a breach of a representation in Section 3.17(r) only if Buyer provides notice of such breach on or before the third (whether oral 3rd) anniversary of the Closing Date. Seller shall be obligated to indemnify a Person for a breach of a representation in Section 3.17(s) only if Buyer provides notice of such breach on or written)before the first (1st) anniversary of the Closing Date.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and 8.5.1. Shareholder shall indemnify the Buyer Group and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns Buyer Group harmless from and against the following amounts: (i) all liability of the Companies and their Subsidiaries for Income Taxes imposed on or attributable to the Company with respect to for any taxable years or periods ending period that ends on or before the Closing Date date hereof (includinga "PRE-CLOSING TAX PERIOD"), without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before all liability of the Closing Date Companies and ending after the Closing Date (a "Straddle Period"), their Subsidiaries for Income Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to for the portion of such a Straddle Period ending on the Closing Date date hereof (an "Interim Period"excluding any additional Tax liability of Shareholder resulting from any transaction engaged in by a Company or its Subsidiary not in the ordinary course of business occurring on the date hereof after Buyer's purchase of the Shares) and calculated pursuant to Section 8.5.3, (Interim Periods iii) all liability for Income Taxes (including liability for Taxes imposed pursuant to Treasury Regulation Section 1.1502-6 or any comparable provision of foreign, state or local Tax Laws) of Shareholder or any other Person (other than a Company or a Subsidiary) that is or has ever been affiliated with either a Company or any Subsidiary, (iv) all liability of Shareholder, its Affiliates, or the Companies and their Subsidiaries for Income Taxes arising on the sale of the Shares, including all liability for Income Taxes resulting from the Section 338(h)(10) Election (or any taxable years comparable elections under state or periods that end on or prior to local Tax Laws) contemplated by Section 7.5.1 of this Agreement, (v) all liability of the Closing Date being referred to collectively hereinafter as "Companies and their Subsidiaries scheduled in Section 5.9.1 of the Disclosure Schedule for Taxes for the Pre-Closing Periods"); Tax Period and any portion of a Straddle Period (iiicalculated pursuant to Section 8.5.3) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed ending on the DPII date hereof (excluding any additional Tax liability of Shareholder resulting from any transaction engaged in by such Company or its Subsidiaries not in the Company as a result ordinary course of an inaccuracy or breach business on the date hereof after Buyer's purchase of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IXShares), without duplication; and (vi) Taxes all liability for reasonable legal, accounting, appraisal, consulting or other payments required to be made after the date hereof by the Company similar fees and expenses for any item attributable to any Person under any Tax sharingitem in clause (i), indemnity or allocation agreement entered into before (ii), (iii), (iv) (except to the Closing Date (whether oral or written).extent addressed by

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys The Sellers shall be liable to, jointly and severally responsible for and shall indemnify and hold harmless, DPII, harmless the Company and their respective officers, directors, Affiliates and assigns Buyer Indemnified Parties from and against the following amounts: any and all Losses arising out of, resulting from or otherwise related to (i) Taxes of the Company or any of its Subsidiaries for any Pre-Closing Tax Period, (ii) Taxes imposed on or attributable to the Company with respect or any of its Subsidiaries pursuant to taxable years Treasury Regulation Section 1.1502-6 (or periods ending on any analogous or before the Closing Date (includingsimilar state, without limitationlocal, any income taxes arising or foreign Law) as a result of any Section 338(h)(10of those corporations (or any predecessor) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (having been a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a affiliated, consolidated, combined or unitary basis group at any time prior to the Closing, and Taxes of any Person otherwise imposed on the Company or any of its Subsidiaries for any taxable year Pre-Closing Tax Period, (iii) any breach of or period beginning before inaccuracy in any of the Closing Date; representations or warranties contained in Section 4.9, (iv) Taxes required any failure of the Sellers to be paid comply 51 with their covenants, agreements or reimbursed by Axys obligations under Section 9.8(d7.2(a)(xvi) (to the extent such Taxes have not been paid by Axys); or ARTICLE X, (v) Taxes imposed on the DPII Company or the Company any of its Subsidiaries for any Post-Closing Tax Period as a result of an inaccuracy any Tax Sharing Agreement entered into by the Company or breach any of its Subsidiaries (or any predecessor) prior to the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IXClosing, without duplication; and (vi) Taxes imposed on the Company or other payments required any of its Subsidiaries as a result of the TradeHelm Spinoff, provided, however, the Sellers shall have no obligation to indemnify the Buyer Indemnified Parties for any Taxes under this Section 9.9(a) except to the extent such Taxes exceed the existing balance (if any) of the Adjusted Tax Reserve. For the avoidance of doubt, without limiting the foregoing, the Sellers shall not be made after liable for any Taxes attributable to the date hereof Company or any of its Subsidiaries in a Post-Closing Tax Period as a result of the conversion by the Company or any of its Subsidiaries in a Post-Closing Tax Period from the cash method of accounting to any Person under any Tax sharingthe accrual method of accounting, indemnity provided that there has been no breach of or allocation agreement entered into before inaccuracy in the Closing Date (whether oral or writtenrepresentation contained in Section 4.9(f).

Tax Indemnity. (a) Notwithstanding any other Subject to the provisions set forth in this Agreement and to the extent not taken into account in the calculation of this AgreementClosing Net Working Capital, from, from and after the Closing DateClosing, Axys shall be liable to, Seller agrees to indemnify Buyer and shall indemnify and hold harmless, DPII, the Company and their respective its officers, directors, employees, agents representatives and Affiliates (including, after the Closing, the Sold Companies) and assigns from and hold each of them harmless against the following amounts: (i) any Taxes imposed on or attributable to the Company with respect to the Sold Companies for any Pre-Closing Tax Period and, with respect to any taxable years or periods ending period that begins on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending ends after the Closing Date (a "“Straddle Period"”), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to for the portion of such Straddle Period thereof ending on and including the Closing Date Date, (ii) any and all Taxes of any member of an "Interim Period"affiliated, consolidated, combined, or unitary group of which any of the Sold Companies (or any predecessor of any of the foregoing) (Interim Periods and any taxable years is or periods that end was a member on or prior to the Closing Date being referred Date, pursuant to collectively hereinafter as "PreTreasury Regulation §1.1502-Closing Periods"); 6 or any analogous or similar state, local, or non-U.S. law or regulation, (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed Incremental Deferred Tax Liability that results in a Tax Return on a consolidatedpositive amount, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys without duplication for any amounts recoverable for a positive Incremental Deferred Tax Liability under clause (iii) of this Section 9.8(d) (to the extent such Taxes have not been paid by Axys5.6(a); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or , any Losses resulting from each breach of the representations and warranties set forth in Section 3.24 or a breach 3.11(i) of this Agreement, and (v) covenants set forth in Section 5.5 of this Agreement. Notwithstanding anything herein to the contrary, the Tax indemnity provided under this Section 5.6(a) shall not cover Tax liabilities (I) resulting from any transaction of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made Sold Companies outside the Ordinary Course of Business that occurs after the date hereof by the Company to Closing or (II) resulting from any Person under any Tax sharing, indemnity or allocation agreement entered into before action taken after the Closing Date (whether oral by Buyer, any of its Affiliates, or written)any transferee of Buyer or its Affiliates.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys Seller shall be liable tofor and pay, and shall indemnify Buyer (and hold harmless, DPII, the Company and their respective officerseach Subsidiary) against, directors, Affiliates and assigns from and against (A) all Taxes of any Person (other than the following amounts: (iCompany or any Subsidiary) Taxes imposed on or attributable to the Company with respect or any Subsidiary, or for which the Company or any Subsidiary may otherwise be liable, as a result of having been a member of a Company Group (including, but not limited to, the Parent Group) for any period prior to taxable years or periods ending on or before including the Closing Date (including, without limitation, Taxes for which the Company or any of its Subsidiaries may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Tax law as a result of having been a member of a Company Group for any period prior to or including the Closing Date), (B) (x) all income Taxes imposed on the Company or any of its Subsidiaries for any taxable period (or portion thereof) ending on or before September 30, 2010 (as determined pursuant to Section 8.03(c)) to the extent that such Taxes exceed the $488,911 amount for income taxes payable that is set forth on the Latest Balance Sheet , provided, however, that such income Taxes shall not include (and hence Seller shall not be liable for) any income taxes Tax items that result in either (i) a non-current deferred tax asset to the extent that such asset is reasonably expected to result in a deduction or income exclusion recognized (through an actual reduction of Taxes) for a taxable year ending on or prior to December 31, 2012, or (ii) a current deferred tax asset relating to a current asset or liability, and (y) all non-income Taxes imposed on the Company or any of its Subsidiaries for any taxable period (or portion thereof) ending on or before September 30, 2010 (as determined pursuant to Section 8.03(c)) to the extent that such Taxes exceed the $208,426 amount for such non-income Taxes liability that is included within the accrued liabilities amount set forth on the Latest Balance Sheet, (C) all Taxes imposed on the Company or any of its Subsidiaries for any taxable period (or portion thereof) beginning October 1, 2010, and ending at the end of the Closing Date to the extent that such Taxes were incurred outside the ordinary course of business or otherwise inconsistent with past custom and practice, it being understood for the avoidance of doubt that such Taxes shall include Tax for any such period resulting from (x) any Section 338(h)(10) Elections to be made with respect to the purchase and sale (actual or deemed) of stock of any of the Company or any of its Subsidiaries pursuant hereto, (y) any Taxes imposed on the Company or any of its Subsidiaries as a result of transactions contemplated hereby (other than Taxes allocated to Buyer under Section 8.03(g)) and (z) any Taxes imposed on the Company or any of its Subsidiaries as a result of the termination, satisfaction or cancellation of any intercompany accounts pursuant to or as contemplated by Section 3.31 hereof, (D) all Taxes imposed on the Seller as a result of the transactions contemplated hereby, including any failure of Buyer to withhold any such Taxes (other than (1) any withholding of Taxes by a jurisdiction arising solely as a result of a present or former connection of the Buyer to such jurisdiction and (2) Taxes allocated to Buyer under Section 8.03(g)) and (E) Losses arising as a result of any breach of a representation or warranty under Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable 3.09. Section 7.06 shall apply to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)previous sentence.

Tax Indemnity. (a) Notwithstanding any other provisions of this AgreementSeller shall indemnify, from, and after the Closing Date, Axys shall be liable to, and shall indemnify defend and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns harmless Purchaser from and against the following amounts: and in respect of and shall be responsible for and shall timely pay or cause to be paid (i) any and all Taxes imposed on or attributable to the Company whensoever arising with respect to or relating to Company that are attributable to any taxable years or periods period ending on or before prior to the Closing Date (includingincluding but not limited to all Taxes resulting from any Election) and, without limitationin the case of a taxable period that includes, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after but does not end on the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending taxable period that ends on the Closing Date (an "Interim Period") (Interim Periods and any such taxable years periods or periods that end on or prior to portions thereof the Closing Date being referred to collectively hereinafter as "Pre-Closing PeriodsPeriod"); , (ii) any and all Taxes of Seller or any subsidiaries or Affiliates thereof other than Company, whensoever arising, regardless of the period to which such Taxes relate, imposed on Company arising out of Treasury Regulation Section 1.1502-6 or any comparable provision of foreign, state, local or subnational law or Taxes of such entities for which Company is otherwise liable, (iii) any and all Taxes imposed arising out of or constituting a breach of any representation, warranty, or covenant of the Seller or Company contained in this Article VIII; provided that no indemnity shall be provided by Seller for Taxes resulting from any transaction of Company, not including the Acquisition or Election, occurring on the Closing Date after the Closing. The foregoing items (i) through (iii) shall collectively be referred to herein as "Seller's Taxes". For purposes of any Straddle Period, the portion of any Tax that is attributable to the Pre-Closing Period shall be (i) in the case of a Tax that is not based on net income, gross income, sales, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any member of any affiliated group net income, gross income, sales, premiums or gross receipts, the Tax that would be due with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (respect to the extent Pre-Closing Period if such Taxes have not been paid Pre-Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits, exclusive of the amount by Axys); (v) Taxes imposed on the DPII which they are increased or the Company decreased as a result of the transactions contemplated hereby, and which are calculated on an inaccuracy annual basis (such as the deduction for depreciation or breach capital allowances) shall be apportioned on a per diem basis. If there is an indemnification obligation under this Section and there is a correlative adjustment which makes allowable to Purchaser, any of its Affiliates or, following the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IXClosing, without duplication; and (vi) Taxes Company, any deduction, amortization, exclusion from income or other allowance which produces an actual Tax savings or actual reduction in such Person's Tax liability after taking into account such indemnity payments required to which would not, but for such adjustment, be made after the date hereof allowable, then this indemnification obligation shall be reduced by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)net present value of such amount.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing DateClosing, Axys shall be liable tothe Selling Parties shall, jointly and shall severally, indemnify and hold harmless, DPII, harmless the Company Buyer Indemnitees against and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) any Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Acquired Companies for all Pre-Closing Date Tax Periods (including, without limitation, any income taxes arising as a result for the avoidance of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period")doubt, Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), allocable to the portion of such any Straddle Period ending on the Closing Date in accordance with Section 8.03(d)); (an "Interim Period"ii) any breach or inaccuracy of a representation or warranty set forth in Section 4.17 (Interim Periods Taxes) without giving effect to any qualifications as to materiality or similar qualifications contained in such representations and warranties solely for purposes of determining the amount of Damages resulting from any taxable years inaccuracy or periods that end on breach of such representations and warranties (but not, for the avoidance of doubt, for purposes of determining whether any inaccuracy or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"breach of such representations and warranties has occurred); (iii) any Taxes imposed on the Acquired Companies as a result of any of the Acquired Companies being a member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for group prior to the Closing or Taxes imposed on the Acquired Companies as a transferee, successor, by Contract or pursuant to any taxable year Law which Taxes relate to an event or period beginning transaction occurring before the Closing Date; (iv) the Transfer Taxes required to be paid or reimbursed by Axys under for which Seller is liable as set forth in Section 9.8(d) (to the extent such Taxes have not been paid by Axys8.03(b); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other any payments required to be made after the date hereof by the Company to any Person Closing Date under any Tax sharing, indemnity Tax indemnity, Tax allocation or allocation agreement entered into before similar Contracts (other than a Contract, such as a Lease, the Closing Date primary purpose of which does not relate to Taxes) to which any Acquired Company was obligated, or was a party, prior to the Closing; or (whether oral vi) any Taxes of the Acquired Companies or written)Seller (other than Transfer Taxes) arising as a result of the sale of the Transferred Equity Interests being treated as a taxable sale of assets rather than a taxable sale of stock or limited liability company interests for federal income and applicable state income Tax purposes. The obligations of the Selling Parties pursuant to this Section 8.03(i) shall survive until sixty (60) calendar days after the expiration of the applicable statute of limitations.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing Date, Axys shall be liable to, and the Seller shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns Buyer Indemnified Parties harmless from and against the following amounts: all liability for (i) Taxes imposed on or attributable payable by or with respect to the Company Entities for any Pre-Closing Tax Periods, including for avoidance of doubt Taxes that arise from or are attributable to any election made pursuant to Section 965(h) of the Code, (ii) any Taxes imposed on or payable by or with respect to taxable years the Company Entities which are allocable to the pre-Closing portion of a Straddle Period, (iii) Taxes pursuant to Treasury Regulation Section 1.1502-6 or periods ending on any analogous or before similar state, local, or foreign law, as a result of having been at any time prior to the Closing Date (includinga member of a consolidated, without limitationcombined, unitary or similar group for purposes of any income taxes arising Tax, as a result of any Section 338(h)(10Tax Sharing Agreement, including Combined Taxes, (iv) Election); any Taxes of a Person other than the Company Entities for which a Company Entity is or becomes liable as a result of an action, omission, event, transaction, agreement, relationship or connection occurring or existing at any time prior to the Closing, including without limitation any Taxes of a Person other the Company Entities for which a Company Entity is or becomes liable as a result of being a transferee or successor of such Person, (iiv) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable payable with respect to the Company Entities that arise or result from the Reorganization, (vi) Taxes imposed on or payable with respect to the Company Entities for any Pre-Closing Tax Period, for a Straddle Period, or for a tax period that begins immediately following the Closing Date, in each case, which are allocableTaxes result from any inclusion under Section 951 or 951A of the Code (or any similar or corresponding provision of state or local Law) by any Company Entity with respect to the pre-Closing portion of the Straddle Period income of a foreign entity, pursuant (vii) Taxes resulting from a breach of a representation or warranty contained in Section 2.18; provided that no claim shall be made under this clause (vii) for Taxes for any taxable period or portion thereof after the Closing Date, (viii) Taxes resulting from a breach by the Seller of this Section 5.7 and (ix) any Losses, liabilities, costs and expenses, including reasonable attorneys’ fees, incurred or arising in connection with or in respect of the assessment, assertion, contest or imposition of a Tax described in any of clauses (i) through (viii) (the sum of (i) through (ix) being referred to herein as a “Tax Loss”); provided, however, that the Seller shall not be required to indemnify the Buyer Indemnified Parties for (A) any Taxes that were included in the calculation of the Closing Net Working Capital as finally determined under Section 9.8(c1.8 of this Agreement or (B) any Tax Loss arising out of or resulting from failure to comply with applicable Tax Laws concerning transfer pricing (a “Transfer Pricing Matter”). Not later than 20 Business Days after receipt by the Seller of written notice from the Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Party and the amount thereof, the Seller shall discharge its indemnification obligation with respect to such Tax Loss by paying to the Buyer an amount equal to the amount of such Tax Loss. The Seller shall be entitled to setoff any obligation to make a payment to the Buyer under this Section 5.7(g) with any amount then payable to it by the Buyer under Section 5.7(c). The payment by a Buyer Indemnified Party of any Tax Loss shall not relieve the Seller of its obligation under this Section 5.7(g). The Parties agree that (x) the Buyer Indemnified Parties’ right to make claims for indemnification under this Section 5.7(g) shall be subject to the limitations and conditions set forth in clauses (i), (ii) and (iv) through (vii) of Section 7.2; provided, however, that the limitations and conditions set forth in clauses (ii) and (iv) of Section 7.2 shall not apply to any claim for indemnification under Section 5.7(g)(iii) (and items described in Section 5.7(g)(ix) that relate to such a claim), and provided further, that the portion limitations and conditions set forth in clause (ii) of Section 7.2, other than the Cap, shall not apply to claims made in respect of (A) Taxes described in Section 5.7(g)(v), (B) Taxes described in Section 5.7(g)(viii), (C) matters expressly identified in the Company Disclosure Schedules with respect to which it is reasonably apparent on its face of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods disclosure that end it relates 50 to Tax matters on or prior to the Closing Date being referred Date, except to collectively hereinafter as "Pre-Closing Periods"); the extent the identified matters are Transfer Pricing Matters, (iiiD) Taxes imposed accurately accrued or reserved on any member the books and records of any affiliated group with which Axys and/or the Company file or have filed a Tax Return and its Subsidiaries on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date, (E) Taxes described in Section 5.7(e), and (F) in the case of a claim described in any of the foregoing clauses (A) through (E), items described in Section 5.7(g)(ix) that relate to such claim; (ivy) Taxes required to no claim shall be paid or reimbursed by Axys brought under this Section 5.7(g) after the Cut-Off Date (as defined in Section 7.1), except for any claim under Section 9.8(d5.7(g)(iii) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth items described in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication5.7(g)(ix) relating to such claim); and (viz) Taxes or other payments required to the amount of any Losses for which a Buyer Indemnified Party seeks a claim under this Section 5.7(g) shall be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)determined in accordance with Section 7.5.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and 8.5.1. Shareholder shall indemnify the Buyer Group and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns Buyer Group harmless from and against the following amounts: (i) all liability of the Companies and their Subsidiaries for Income Taxes imposed on or attributable to the Company with respect to for any taxable years or periods ending period that ends on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date date hereof (a "Straddle Pre-Closing Tax Period"), (ii) all liability of the Companies and their Subsidiaries for Income Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to for the portion of such a Straddle Period ending on the Closing Date date hereof (an "Interim Period"excluding any additional Tax liability of Shareholder resulting from any transaction engaged in by a Company or its Subsidiary not in the ordinary course of business occurring on the date hereof after Buyer's purchase of the Shares) and calculated pursuant to Section 8.5.3, (Interim Periods iii) all liability for Income Taxes (including liability for Taxes imposed pursuant to Treasury Regulation Section 1.1502-6 or any comparable provision of foreign, state or local Tax Laws) of Shareholder or any other Person (other than a Company or a Subsidiary) that is or has ever been affiliated with either a Company or any Subsidiary, (iv) all liability of Shareholder, its Affiliates, or the Companies and their Subsidiaries for Income Taxes arising on the sale of the Shares, including all liability for Income Taxes resulting from the Section 338(h)(10) Election (or any taxable years comparable elections under state or periods that end on or prior to local Tax Laws) contemplated by Section 7.5.1 of this Agreement, (v) all liability of the Closing Date being referred to collectively hereinafter as "Companies and their Subsidiaries scheduled in Section 5.9.1 of the Disclosure Schedule for Taxes for the Pre-Closing Periods"); Tax Period and any portion of a Straddle Period (iiicalculated pursuant to Section 8.5.3) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed ending on the DPII date hereof (excluding any additional Tax liability of Shareholder resulting from any transaction engaged in by such Company or its Subsidiaries not in the Company as a result ordinary course of an inaccuracy or breach business on the date hereof after Buyer's purchase of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IXShares), without duplication; and (vi) Taxes all liability for reasonable legal, accounting, appraisal, consulting or other payments required to be made after the date hereof by the Company similar fees and expenses for any item attributable to any Person under item in clause (i), (ii), (iii), (iv) (except to the extent addressed by Section 2.2.2) or (v) above (the sum of (i), (ii), (iii), (iv) (except to the extent addressed by Section 2.2.2), (v) and (vi) being referred to herein as "Indemnified Pre-Closing Taxes"). For the avoidance of doubt, Indemnified Pre-Closing Taxes shall not include any Tax sharing, indemnity expenses incurred by Buyer in making the allocation referred to in Section 2.2.2 or allocation agreement entered into before the Closing Date (whether oral or written)any fees paid to any third party in connection therewith.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and The Designated Equity Holders shall indemnify and hold harmlessharmless Parent, DPII, the Company Merger Sub and their respective officersAffiliates (including the Company, directors, Affiliates the Surviving Corporation and assigns their respective Subsidiaries) from and against the following amountsany Losses attributable to: (i) all Taxes imposed on (or attributable to the Company with respect to non-payment thereof) of the Company, the Surviving Corporation and their respective Subsidiaries for all taxable years or periods ending on or before December 31, 2010 and the Closing Date (including, without limitation, any income taxes arising as a result portion of any Straddle Period ending at the end of December 31, 2010 (the “Pre-2011 Tax Period”) other than Taxes properly reserved for or otherwise reflected on the 2010 Audited Balance Sheet and shown on Section 338(h)(10) Election)4.10 of the Company Disclosure Schedule; (ii) with respect to taxable years or periods beginning before all Taxes for the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion Pre-2011 Tax Period of such Straddle 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a an affiliated, consolidated, combined or unitary basis for group of which the Company, the Surviving Corporation or any taxable year of their respective Subsidiaries (or period beginning before any predecessor of the Closing Dateforegoing) is or was a member during the Pre-2011 Tax Period, including pursuant to Treasury regulation section 1.1502-6 or any analogous or similar provision of state, local or foreign Law or regulation; (iviii) any liability for Taxes required resulting from or attributable to be paid a breach or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties contained in Section 4.10; (iv) except as provided in Section 7.4, any Taxes resulting from or attributable to the Merger, except to the extent caused by any action of Parent or the Surviving Corporation, or any action of the Company or any of its Subsidiaries after the Closing Date; and (v) any Scheduled Liability (clauses (i) – (v), the “Tax Losses”). For the avoidance of doubt, any indemnification pursuant to this Section 7.1 shall be subject to the procedures and limitations set forth in Article X. Notwithstanding the above, Tax Losses shall not include any Tax or related expense incurred by Parent, the Surviving Corporation or any other Affiliate of Parent to the extent such Tax or expense results from a prohibited transaction within the meaning of Section 3.24 4975 of the Code or Section 406 of ERISA (for which there is no statutory, class or individual exemption) that arises from a Payment Default or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Holdover Claim.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, The Company and after the Closing Date, Axys shall be liable to, Shareholders jointly and shall indemnify and hold ------------- severally agree to save harmless, DPIIdefend and indemnify Acquiror, the Company Acquiror's Subsidiary and their respective officers, directors, Affiliates agents, attorneys, accountants, or other representatives of such parties against, and assigns hold them harmless from and against the following amounts: (i) Taxes imposed on any and all liabilities, of every kind, nature and description, fixed or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date contingent (including, without limitation, reasonable counsel fees, expert witness fees, and expenses in connection with any income taxes action, claim or proceeding relating to such liabilities) arising as out of or relating to (i) a result breach of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth or covenants contained in Section 3.24 10.01 above, (ii) any and all Taxes owed by the Company for the period from January 1, 1999 to the August 31, 1999, (iii) any and all Taxes owed by the Company for the taxable year ended December 31, 1998 and all prior taxable years, and (iv) any and all Taxes owed by the Company or the Shareholders arising out of the consummation of the transactions contemplated hereby. For purposes of the indemnity in this Section 10.02, any interest, penalty or additional charge included in Taxes shall be deemed to be a Tax for the period in which the item is based that gives rise to the interest, penalty or additional charge, and not for any other period. In the event any governmental authority brings any claim to collect Taxes alleged to be owed by the Company with respect to any period prior to the Effective Date, the Acquiror and Acquiror's Subsidiary shall have the right to suspend certain payment of amounts otherwise owed to Shareholders in accordance with Section 7.10 above. Following termination of any such suspension, if Acquiror or Acquiror's Subsidiary reasonably believes that there has been a breach of any representation or warranty or covenant of the covenants contained in Shareholders or the Company under this Article IXX or that the Company or the Shareholders have otherwise breached any obligation of any of them under this Article X, without duplication; then Acquiror and (vi) Taxes Acquiror's Subsidiary shall have the right, upon written notice to the Shareholders, to withhold from any payment or other payments required issuance of shares otherwise to be made after to or for the date hereof benefit of the Shareholders under this Agreement, an amount equal to the amount by which Acquiror or Acquiror's Subsidiary believes it has been damaged by such breach. The rights of the Company Acquiror and the Acquiror's Subsidiary under this Section 10.02 are without prejudice to any Person other rights or remedies that it may have by reason of this Agreement or as otherwise provided by law. If any dispute or disagreement arises between the parties with respect to any right of set off claimed by Acquiror or Acquiror's Subsidiary, under any Tax sharingthis Section 10.02, indemnity and the parties are unable to resolve such dispute, then the Arbitration provisions of Section 9.04, above, shall control. The limitations on claims described in Section 9.06 above shall not apply to Shareholders obligation to indemnify under this Section 10.02 or allocation agreement entered into before to the Closing Date (whether oral or written).rights of offset of Acquiror and Acquiror's Subsidiary provided for in this Section 10.02

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing Date, Axys Sellers shall be liable toresponsible for, and shall indemnify and hold harmlessBuyer and all of Buyer’s Affiliates, DPIIwhich for purposes of this Article VII, shall include the Company and their respective officersCompanies (the “Buyer Tax Indemnified Parties”), directorsharmless against all Losses relating to, Affiliates and assigns arising out of, or resulting from and against the following amounts: (i) any liability for Taxes of or relating to the Excluded Policies; (ii) any liability for Taxes and related Losses imposed on or attributable to the Company with respect to the Companies, the Associated Assets, the Subject Policies or the Accommodation Policies for any taxable years or periods period ending on or before the Closing Date (includingDate, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to for the portion of such any Straddle 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 "a “Pre-Closing Periods"Tax Period”); (iii) any Taxes imposed on resulting from or attributable to the transactions contemplated by this Agreement or that are undertaken at the direction of or for the benefit of any Seller; (iv) Taxes for which Sellers are responsible pursuant to Section 7.5; (v) Taxes of a Person other than one of the Companies for which such Company may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or non-United States Tax law) as a result of being a member of any affiliated group with which Axys and/or the Company file files or have has filed a Tax Return on a consolidated, combined combined, or unitary basis for any a taxable year period ending on or period beginning before the Closing Date; and (ivvi) Taxes required to be paid a breach or reimbursed by Axys inaccuracy of warranty or representation under Section 9.8(d4.9(a)(ii)(I) or 4.24 or the breach or nonperformance of any covenants or agreements relating to Tax matters set forth in this Agreement (determined without regard to any materiality, Material Adverse Effect or similar qualification); and (vii) all reasonable costs and expenses relating to the review, investigation, remediation, settlement, contest, adjudication and analysis of any matter relating to the Taxes and Losses described in clauses (i) – (vi) (clauses (i) — (vii) hereinafter referred to as the “Tax Losses”); provided, however, that Sellers’ liability for Tax Losses shall be reduced by an amount equal to the amount of any specific accrual expressly set forth on the Final GAAP Balance Sheet for such liability to the extent such Taxes have accrual reduced the Final Purchase Price, and Sellers and Buyer agree that this proviso shall be interpreted in a manner that will not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required provide Sellers with any duplicated benefit relating to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)such accruals.

Tax Indemnity. (a) Notwithstanding any other Subject to the provisions of set forth in this Agreement, from, from and after the Closing DateClosing, Axys shall be liable to, Seller agrees to indemnify Buyer and shall indemnify and hold harmless, DPII, the Company and their respective its officers, directors, employees, agents Representatives and Affiliates (including, after the Closing, the Sold Companies) and assigns from and hold each of them harmless against the following amounts: (i) any Taxes imposed on of Seller, (ii) any Taxes of the Sold Companies or attributable to the Company with respect to the Purchased Assets for all taxable years or periods ending on or before the Closing Date (includingand, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to any taxable years or periods beginning period that begins before the Closing Date and ending ends after the Closing Date (a "“Straddle Period"”), any Taxes imposed on or attributable to the Company which are allocable, allocable (pursuant to Section 9.8(c5.6(g), ) to the portion of such a Straddle Period ending on the Closing Date (in each case to the extent not otherwise included in the calculation of Closing Date Net Working Capital, as determined pursuant to Section 2.10), (iii) payments under any Tax allocation, sharing or similar agreement, other than pursuant to this Agreement, to which Seller, the Business, the Sold Companies or the Purchased Assets is subject, in each case, entered into prior to the Closing Date, (iv) Seller’s share of the Transfer Taxes, if any, as set forth in Section 5.17(b), and (v) any and all Taxes of any member of an "Interim Period"affiliated, consolidated, combined, or unitary group of which any of the Sold Companies (or any predecessor of any of the foregoing) (Interim Periods and any taxable years is or periods that end was a member on or prior to the Closing Date being referred Date, pursuant to collectively hereinafter as "PreTreasury Regulations Section 1.1502-Closing Periods"); 6 or any analogous or similar state, local, or non-U.S. law or regulation. Notwithstanding anything herein to the contrary, the Tax indemnity provided under this Section 5.6(a) shall not cover Tax Liabilities (iiiI) Taxes imposed on resulting from any member transaction engaged in, by, or with a Sold Company outside the ordinary course of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before business that occurs after the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date or (whether oral II) resulting from any action taken after the Closing on the Closing Date by Buyer, any of its Affiliates, or written)any transferee of Buyer or its Affiliates that is outside the ordinary course of business.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and The Sellers shall indemnify and hold harmless, DPII, defend the Company Buyers and their Affiliates (including the Sold Companies and the Subsidiaries) and each of their respective officers, directors, Affiliates employees and assigns from agents and hold them harmless against the following amounts: all Losses that any such party may incur or suffer (i) for federal, state, local and foreign income, franchise or similar Taxes imposed on or attributable (including any Loss for Tax of the Sold Companies, Subsidiaries, Venture Entities (but only to the Company with respect extent of the Sellers' direct Liability for Taxes of such Venture Entity, including joint and several Liability) and Separate Assets under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law) ("INCOME TAXES") and all Taxes other than Income Taxes ("OTHER TAXES") of the Sold Companies, Subsidiaries, Venture Entities (but only to the extent of the Sellers' direct Liability for Taxes of such Venture Entity, including joint and several Liability) and Separate Assets, in each case for all taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result and the portion of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning the Straddle Period that begins before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending ends 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 "PrePRE-Closing PeriodsCLOSING STRADDLE PERIOD"); (iii) Taxes imposed on any member PROVIDED, that in the case of any affiliated group with U.S. state in which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis Taxes for any taxable year period are based on or measured by income, receipts, or profits earned in any prior taxable period beginning before or portion thereof preceding the Closing Date; , the taxable period for purposes of this Section 5.5(a) shall be deemed to include any such prior taxable period or portion thereof, (ivii) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or for any breach of the Sellers' representations and warranties set forth in Section 3.24 3.11 and, solely as they relate to entity classification for U.S. federal income tax purposes, Sections 3.3 and 3.4, (iii) for federal, state, local and foreign Taxes arising as a result of Torrington's receipt or a breach payment of those amounts in respect of the covenants contained CDO Payment Rights that are payable to IRNJ pursuant to Section 5.17, (iv) arising out of or incident to the imposition, assessment or assertion of any Tax imposed on or as a result of the transactions described in this Article IXthat certain prospectus of IR, without duplication; filed with the Commission on November 2, 2001 (Registration No. 333-71642), (v) arising out of or incidental to the imposition, assessment or assertion of any Tax imposed on or as a result of the Restructuring and (vi) Taxes arising out of or other payments required incident to be made after the date hereof by the Company to any Person under imposition, assessment or assertion of any Tax sharingdescribed in clauses (i), indemnity (ii), (iii), (iv) or allocation agreement entered into before the Closing Date (whether oral or written)v) above.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing Date, Axys Sellers shall be liable toresponsible for, and shall indemnify and hold harmlessBuyer and all of Buyer’s Affiliates, DPIIwhich for purposes of this Article VII, shall include the Company and their respective officersCompanies (the “Buyer Tax Indemnified Parties”), directorsharmless against all Losses relating to, Affiliates and assigns arising out of, or resulting from and against the following amounts: (i) any liability for Taxes of or relating to the Excluded Policies; (ii) any liability for Taxes and related Losses imposed on or attributable to the Company with respect to the Companies, the Associated Assets, the Subject Policies or the Accommodation Policies for any taxable years or periods period ending on or before the Closing Date (includingDate, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to for the portion of such any Straddle 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 "a “Pre-Closing Periods"Tax Period”); (iii) any Taxes imposed on resulting from or attributable to the transactions contemplated by this Agreement or that are undertaken at the direction of or for the benefit of any Seller; (iv) Taxes for which Sellers are responsible pursuant to Section 7.5; (v) Taxes of a Person other than one of the Companies for which such Company may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or non-United States Tax law) as a result of being a member of any affiliated group with which Axys and/or the Company file files or have has filed a Tax Return on a consolidated, combined combined, or unitary basis for any a taxable year period ending on or period beginning before the Closing Date; and (ivvi) Taxes required to be paid a breach or reimbursed by Axys inaccuracy of warranty or representation under Section 9.8(d4.9(a)(ii)(I) or 4.24 or the breach or nonperformance of any covenants or agreements relating to Tax matters set forth in this Agreement (determined without regard to any materiality, Material Adverse Effect or similar qualification); and (vii) all reasonable costs and expenses relating to the review, investigation, remediation, settlement, contest, adjudication and analysis of any matter relating to the Taxes and Losses described in clauses (i) — (vi) (clauses (i) - (vii) hereinafter referred to as the “Tax Losses”); provided, however, that Sellers’ liability for Tax Losses shall be reduced by an amount equal to the amount of any specific accrual expressly set forth on the Final GAAP Balance Sheet for such liability to the extent such Taxes have accrual reduced the Final Purchase Price, and Sellers and Buyer agree that this proviso shall be interpreted in a manner that will not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required provide Sellers with any duplicated benefit relating to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)such accruals.

Tax Indemnity. (a) Notwithstanding any other provisions Each of this AgreementSeller and Seller Subsidiary agree, fromon a joint and several basis, and after the Closing Date, Axys shall be liable to, and shall to indemnify and hold harmlessBuyer, DPIIthe Company, the Company Subsidiary, and their Affiliates and each of their respective officers, directors, Affiliates employees, stockholders, agents, and assigns representatives (the "Buyer Indemnitees") harmless from and against the following amountsTaxes: (i) Taxes imposed on or attributable to the Company or the Company Subsidiary or in respect of the Other Assets with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable to the Company or the Company Subsidiary or in respect of the Other Assets which are allocable, pursuant to Section 9.8(c)paragraph (b) hereof, to the portion of such Straddle Period 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")Date; (iii) Taxes imposed on any member (other than the Company or the Company Subsidiary) of any affiliated affiliated, consolidated, unitary or other combined group with which Axys and/or the Company file or have the Company Subsidiary files or has filed a Tax Return in a period ending on or prior to the Closing Date on a consolidated, unitary or other combined basis or unitary with which the Seller Subsidiary files a Tax Return on such basis for any taxable year or period beginning before after the Closing Date; and (iv) Taxes required imposed on Buyer, the Company or the Company Subsidiary or in respect of the Other Assets attributable to be paid (A) a breach of a warranty or reimbursed representation set forth in Section 3.08(c) by Axys under Section 9.8(d) (Seller, but only to the extent that such Taxes have breach (I) does not been paid by Axys); give rise to an offsetting Tax benefit to Buyer or its Affiliates (v) Taxes imposed on including the DPII Company or the Company Subsidiary) in a Post-Closing Tax Period and (II) results in an increase in the amount of Taxes payable by Buyer and its Affiliates (including the Company and the Company Subsidiary) or (B) a breach of obligations or covenants of Seller or Seller Subsidiary set forth in this Agreement. For purposes of this Section 9.01(a), each of Seller and Seller Subsidiary agrees, on a joint and several basis, to indemnify the Buyer Indemnitees for any and all out-of-pocket costs and expenses (including reasonable fees for attorneys and other outside consultants) incurred in connection with any contest of any Tax liability for which Seller and Seller Subsidiary are liable under this Article IX. Notwithstanding the foregoing, Seller shall not indemnify and hold harmless the Buyer Indemnitees from any liability for Taxes attributable to a breach by Buyer of its obligations under this Agreement to the extent that Taxes of Seller and Seller Subsidiary and their respective Affiliates have been, or the amounts otherwise payable by Seller or Seller Subsidiary pursuant to this Section 9.01(a) would be, increased as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)such breach.

Tax Indemnity. (a) Notwithstanding any other provisions of this AgreementSeller, from, FGWLA and after the Closing Date, Axys shall be liable to, and shall CLAC agree to indemnify and hold harmlessharmless Purchaser, DPII, the Company and their respective officers, directors, its Affiliates and assigns from and the Seller Subsidiaries against the following amounts: (to the extent in excess of the reserves and accruals established for such Loss on the Final Statement of Assets and Liabilities): (i) Taxes imposed on or attributable with respect to the Company Seller Subsidiaries, the Business or the Transferred Assets with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Date; (ii) with respect to taxable years or periods beginning on or before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable with respect to the Company Seller Subsidiaries, the Business or the Transferred Assets which are allocable, pursuant to Section 9.8(c12.01(b), to the portion of such Straddle Period period ending on and including the Closing Date; (iii) Taxes of any Person (other than any of the Seller Subsidiaries) that are imposed on or for which any of the Seller Subsidiaries is liable pursuant to Treasury Regulations section 1.1502-6 (or similar provision of state, local or foreign Law), as a transferee or successor, or (other than as specifically set forth in (A) this Agreement or (B) the Ancillary Agreements) by contract; (iv) Taxes attributable to, or resulting directly or indirectly from elections under section 338(h)(10) of the Code (and any comparable provisions of state, local or foreign Law) with respect to the actual or deemed sale of the shares of capital stock of any of the Seller Subsidiaries, pursuant to Section 12.07(e) of this Agreement; and (v) any Losses (for the avoidance of doubt, for purposes of this clause (v), Losses shall not include any Taxes (other than interest, penalties and additions imposed with respect thereto) with respect to taxable periods beginning after the Closing Date resulting from the failure to file a Tax Return in a jurisdiction in which the Seller, FGWLA or CLAC (an "Interim Period"with respect to the Business or the Transferred Assets) or any Seller Subsidiary was required to file) resulting from the breach of a covenant, representation or warranty set forth in Sections 2.01(b), 2.01(c), 4.08(l) and 4.21 and this Article XII. Purchaser shall use commercially reasonable efforts to take actions in order to minimize the amount of any Losses for which Seller is required to indemnify Purchaser pursuant to clause (Interim Periods v) of this Section 12.01(a). Purchaser agrees to indemnify and any taxable years or periods that end hold harmless Seller and its Affiliates against the following: (i) Taxes imposed on or prior with respect to the Seller Subsidiaries, the Business or the Transferred Assets with respect to taxable periods beginning after the Closing Date; (ii) with respect to taxable periods beginning on or before the Closing Date being referred and ending after the Closing Date, Taxes imposed on or with respect to collectively hereinafter as "Pre-the Seller Subsidiaries, the Business or the Transferred Assets which are allocable, pursuant to Section 12.01(b), to the portion of such period beginning the day after the Closing Periods")Date; (iii) Taxes imposed on any member of any affiliated group or with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (respect to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on Seller Subsidiaries, the DPII Business or the Company as a result of an inaccuracy Transferred Assets with respect to taxable periods ending on or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date to the extent of the reserves and accruals established for such Taxes on the Final Statement of Assets and Liabilities; and (whether oral iv) any Losses resulting from the breach of a covenant, representation or writtenwarranty set forth Sections 2.01(b), 2.01(c), 4.08(l) and 4.21 and this Article XII. Seller shall use commercially reasonable efforts to take actions in order to minimize the amount of any Losses for which Purchaser is required to indemnify Seller pursuant to clause (iv) of this Section 12.01(a).

Tax Indemnity. (a) Notwithstanding any other provisions of this AgreementPursuant to Section 8.01(a)(iv), from, and after the Closing Date, Axys Sellers shall be liable tofor, and shall indemnify indemnify, defend, and hold harmless, DPII, harmless the Company and their respective officers, directors, Affiliates and assigns Purchaser Indemnitees from and against against, Losses imposed upon or incurred or suffered by the Purchaser Indemnitees as a result of or arising from the following amounts: (collectively, “Indemnified Taxes”): (i) any and all liability for Taxes imposed on (or attributable to the nonpayment thereof) of the Company with respect to all taxable years or periods ending on or before the Closing Date (including, without limitation, and the portion through the end of the Closing Date for any income taxes arising taxable period that includes but does not end on the Closing Date as a result of any determined under Section 338(h)(10) Election10.01(e); (ii) with respect any and all liability of the Company for Taxes (as a result of Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law or regulation) of any Person which at any time prior to taxable years or periods beginning before the Closing Date is or has ever been affiliated with the Company or with which at any time prior to the Closing the Company joins or has ever joined (or at any time prior to the Closing is or has ever been required to join) in filing any consolidated, combined, affiliated, aggregate or unitary Tax Return; (iii) any and all liability for Taxes of any Person (other than the Company) required to be paid by the Company as a transferee or successor of such Person, whether by contract or pursuant to any Law, rule or regulation that relates to an event or transaction at or prior to the Closing; (iv) any and all liability for Taxes of the Company arising (directly or indirectly) as a result of the Contemplated Transactions; or (v) any and all liability resulting from the failure by the Company or the Sellers to perform any covenant or agreement in this Agreement relating to Taxes or in any certificate, instrument, document or agreement delivered by or on behalf of the Company pursuant to this Agreement relating to Taxes; provided, however, that Indemnified Taxes will not include any Taxes arising from breach by the Purchaser (directly or through its Affiliates) of any covenant in this Agreement. For avoidance of doubt, Indemnified Taxes include the increase in Taxes actually incurred by any Purchaser Indemnitee for any taxable period ending after the Closing Date (a "Straddle Period"), Taxes imposed on or that is attributable to breach by the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach Sellers of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written2.11(f).

Tax Indemnity. (ai) Notwithstanding any other provisions of this Agreement, from, from and after the Closing Date, Axys Seller shall be liable to, and shall indemnify and hold harmless, DPII, Purchaser and the Company and their respective officers, directors, Affiliates and assigns from and Seller Subsidiaries against the following amountsTaxes, but only for Taxes in excess of the sum of Taxes paid prior to December 31, 1997, Taxes accrued as current Taxes payable or reserves on the December 31, 1997 financial balance sheet, and Taxes accrued or paid after December 31, 1997 in the ordinary course of business, in accordance with past practice, with respect to business operations for the period of January 1, 1998 through the Closing Date: (iA) Taxes imposed on or attributable to the Company Seller Subsidiaries with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Date; (iiB) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable to the Company Seller Subsidiaries which are allocable, pursuant to Section 9.8(c)such clause (ii) hereof, to the portion of such Straddle Period 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"); (iiiC) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file Seller and the Seller Subsidiaries or have any Seller Subsidiary files or has filed a Tax Return on a consolidated, combined or unitary basis for any a taxable year or period beginning before the Closing Date; (ivD) Taxes required to be paid or reimbursed by Axys the Seller under Section 9.8(dsubsection (i)(iii) hereof (to the extent such Taxes have not been paid by AxysSeller); (vE) Taxes or additional Taxes imposed on the DPII Purchaser or the Company Seller Subsidiaries as a result of an inaccuracy or a breach of the representations and warranties set forth in Section 3.24 2.12 of this Agreement or a breach of the covenants contained in this Article IX, subsection (i) without duplication; and or (viF) Taxes or other payments required to be made after the date hereof by the Company Seller Subsidiaries to any Person party under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or not written).

Tax Indemnity. (a) Notwithstanding any other provisions Subject to the terms and conditions of this AgreementArticle X, fromthe Sellers shall, (exclusively out of the Basic Escrow Amount, and after only to the Closing Dateextent such funds are available in the Escrow Account) defend, Axys shall be liable to, and shall indemnify and hold harmlessharmless the Buyer Indemnitees from and against, DPIIand pay or reimburse the Buyer Indemnitees for, any and all Damages resulting from, arising out of or in connection with (i) any and all Taxes (or the non-payment thereof) of the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company with respect to taxable years or any of its Subsidiaries for all Taxable periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result and the portion through the end of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after for any Taxable period that includes (but does not end on) the Closing Date (a "Straddle Pre-Closing Tax Period"), (ii) any and all Taxes imposed on of any member of an affiliated, consolidated, combined, or attributable to unitary group of which the Company which are allocable, pursuant to Section 9.8(c), to or any of its Subsidiaries (or any predecessor of any of the portion of such Straddle Period ending on the Closing Date (an "Interim Period"foregoing) (Interim Periods and any taxable years is or periods that end was a member on or prior to the Closing Date being referred Date, including pursuant to collectively hereinafter as "PreTreasury Regulations Section 1.1502-Closing Periods"); 6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any person (other than the Company and its Subsidiaries) imposed on any member of any affiliated group with which Axys and/or the Company file or have filed any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes related to an event or transaction occurring before the Closing; provided, however, that, after the Effective Time any indemnification of the Buyer Indemnitees pursuant to this Section 10.5 shall be satisfied solely and exclusively out of and by setoff against the Escrow Account pursuant to the terms hereof and the Escrow Agreement, including without limitation the payment of fees and expenses incurred in connection with the defense of a Tax Return on a consolidatedClaim; provided further that in the case of clauses (i), combined or unitary basis for any taxable year or period beginning before (ii) and (iii) above, the Closing Date; (iv) Taxes required to Sellers shall be paid or reimbursed by Axys under Section 9.8(d) (liable only to the extent that such Taxes have not been paid by Axys); are in excess of the amount, if any, reserved for such Taxes (vexcluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach face of the representations and warranties set forth Most Recent Balance Sheet (rather than in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or writtennotes thereto).

Tax Indemnity. (ai) Notwithstanding any other provisions of this Agreement, from, From and after the Closing DateClosing, Axys shall be liable to, Parent and shall Seller will indemnify and hold harmless, DPII, the Company harmless Buyer and their respective officers, directors, its Affiliates and assigns from and against (without duplication and to the following amountsextent not taken into account in the determination of Final Working Capital) any liability for Taxes arising out of, relating to or resulting from: (iA) any Taxes of the Company for a Pre-Closing Period, (B) any Taxes of Parent, Seller or any of their Affiliates for which the Company is liable under Treasury Regulations Section 1.1502-6 (or under any similar provision of state, local or non-U.S. Law), as transferee or successor pursuant to a transaction or event occurring prior to Closing, or by reason of having been a member of a consolidated, affiliated, combined or other similar group for Tax purposes at any time before the Closing, (C) any Taxes (other than Transfer Taxes) imposed on Parent or any Affiliate thereof (or Buyer as a method of collecting such Taxes of Parent or any Affiliate of Parent) for the sale of the Shares pursuant to this Agreement (including, for the avoidance of doubt, any income Taxes imposed on the deemed asset sale pursuant to Treasury Regulations Section 1.338(h)(10)-1(d) resulting from the Section 338(h)(10) Election, (D) any breach by Parent or attributable to the Company with respect to taxable years Seller of any covenant in Section 6.12, (E) any Taxes resulting from any action or periods ending inaction of Parent, Seller, or any of their Affiliates, or from any fact or circumstance in existence on or before the Closing Date that is known to, and within the control of, Parent or any Affiliate of Parent (including Tax Parent), that causes the Section 338(h)(10) Election to be invalid for U.S. federal income Tax purposes (including, without limitationfor the avoidance of doubt, any income taxes arising if the Section 338(h)(10) Election is invalid because Seller is not a member of the affiliated group of corporations filing a consolidated Tax Return of which Parent or an Affiliate of Parent is the common parent immediately prior to Closing; but excluding, for the avoidance of doubt, if the Section 338(h)(10) Election is invalid as a result of (x) any Section 338(h)(10) Election); action or inaction of Buyer or any Affiliate of Buyer (ii) with respect to taxable years including any such action or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on inaction of Buyer or attributable to its Affiliate that results in Buyer acquiring stock of the Company which are allocablepossessing less than 80% of the total voting power of the Company or having value of less than 80% of the total value of the stock of the Company) or (y) Buyer not being a corporation, and (F) Seller’s portion of Transfer Taxes pursuant to Section 9.8(c), 10.04. Parent’s and Seller’s obligation to indemnify and hold harmless Buyer and its Affiliates from any Taxes pursuant to this Section 6.12(j)(i) will survive until 30 days after the portion of such Straddle 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"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach expiration of the representations and warranties set forth in Section 3.24 or a breach applicable statute of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)limitations.