Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Subject to Section 13.3, from and after the Closing Date, ASC or (for purposes of this Article XI onlyb) above, the “Tax Indemnifying Party”)Loan Parties shall, shall be responsible forand do hereby indemnify the Administrative Agent, shall pay or cause to be paideach Lender and the L/C Issuer, and shall indemnifymake payment in respect thereof within thirty days after demand therefor, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such full amount of any Indemnified Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: or Other Taxes (i) all including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Companies Loan Parties or the Buyer Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the operations gross negligence or willful misconduct of the Companies with Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to any taxable year or period ending on or before pay indefeasibly to the Closing Date; Administrative Agent as required by clause (ii) with respect of this subsection; provided that prior to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed making any such demand on the Companies Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the Buyer L/C Issuer, as a result the case may be, during the period of 30 days following the operations of date such Lender or the CompaniesL/C Issuer, which Taxes are allocable as the case may be, fails to pay indefeasibly to the portion Administrative Agent as required by clause (ii) of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior this subsection. A certificate, prepared in good faith as to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes amount of any member of any affiliated group of corporations such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (as defined in Section 1504 of with a copy to the Code) with which the Companies Administrative Agent), or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies Administrative Agent on its own behalf or any on behalf of their respective Subsidiaries to any Person under any Tax sharinga Lender or the L/C Issuer, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Periodshall be conclusive absent manifest error.

Tax Indemnification. (a) Subject to Section 13.3The Stockholder shall indemnify the Company, its Subsidiaries, the Purchaser and each affiliate of the Purchaser and hold them harmless from and after against without duplication, any loss, claim, liability, expense, or other damage attributable to (i) all Taxes (or the non-payment thereof) of the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, ASC including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (for purposes iii) any and all Taxes of this Article XI onlyany person (other than the Company and its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (i), (ii), and (iii) above, the “Tax Indemnifying Party”), Stockholder shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, liable only to the extent that such Taxes have not been paid as exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing Date Balance Sheet (rather than in any notes thereto) and are not reflected taken into account in determining the determination of Working Capital: (i) all adjustment to the purchase price pursuant to Section 4.7. The Stockholder shall reimburse the Purchaser for any Taxes imposed on the Companies or the Buyer as a result of the operations Company or its Subsidiaries that are the responsibility of the Companies with respect Stockholder pursuant to any taxable year or period ending on or before the Closing Date; this Section 4.8 within fifteen (ii15) with respect to taxable years or periods beginning before the Closing Date and ending business days after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion payment of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies Purchaser, the Company, or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Periodits Subsidiaries.

Tax Indemnification. (a) Subject to Section 13.3The Parent Indemnified Persons, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”)Closing, shall be responsible forentitled to indemnification from the Company Stockholders (on a joint and several basis) against, and the Parent Indemnified Persons shall pay or cause be entitled to be paidheld harmless from and against, and shall indemnifyany Losses suffered by such Parent Indemnified Persons resulting from, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxesarising out of, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: relating to, or caused by (i) all Taxes imposed on incurred by the Companies or the Buyer as a result of the operations of the Companies with respect to Company (A) for any taxable Tax year or Tax period ending on or before the Closing Date; , and (B) in the case of a Straddle Period, to the extent apportioned to the Pre-Closing Period under Section 5.3(a) and (ii) any Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Law, if the Taxes relate to an event or transaction occurring during a Pre-Closing Period; provided, however, that the indemnification obligation of the Company Stockholders shall (x) only be applicable to the extent Losses attributable to clauses (i) and (ii) above exceed the amount, if any, accounted for in the Estimated Closing Statement and taken into account in determining the Post-Closing Adjustment in Section 2.10, and (y) not apply with respect to taxable years or periods beginning before (A) any transactions occurring on the Closing Date Date, but after the Closing, outside the Ordinary Course of Business (unless explicitly contemplated by this Agreement) or (B) Losses arising from a breach by Parent of Section 5.3(i). From and ending after the Closing Date, all Parent shall be responsible for, and shall hold the Stockholder Indemnified Persons harmless from and against, any Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable Company (i) for any Tax year or Tax period ending on beginning after the Closing Date (an “Interim other than a Straddle Period”) and (Interim Periods and any taxable years or periods that end on or prior ii) in the case of a Straddle Period, to the Closing Date being referred extent apportioned to collectively hereinafter as “Prethe Post-Closing Periods”Period pursuant to Section 5.3(a); provided, however, that Parent shall not be responsible for, or required to hold the Stockholder Indemnified Persons harmless from and against, any Taxes for which any Company Stockholder is responsible under this Agreement (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of including pursuant to the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 parts of this Agreement or any breach of any covenant Section 5.3(b). The indemnification obligations contained in this Article XI, without duplication; Section 5.3(b) shall survive the Closing and shall continue in full force and effect until thirty (v30) any Taxes or other payments required to be made days after the Closing Date by the Companies or any applicable statute of their respective Subsidiaries limitations, giving effect to any Person under any Tax sharingextensions thereof, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) has expired with respect to a Pre-Closing Periodeach such Tax.

Tax Indemnification. (a) Subject to Section 13.3, from and after After the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), Stockholders shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend indemnify and hold harmless the Company and Buyer from and the Companies and reimburse the Buyer and the Companies for the following against: (i) any Pre-Closing Taxes, including the Stockholders’ liability for transfer Taxes under Section ‎9.5; and (ii) any increase in Tax liability resulting from the Company being liable for any Taxes of any Person as transferee or successor, by contract or otherwise for any Pre-Closing Tax Period or Interim Period; provided, however, that in the case of clauses (i) and (ii) above, the Stockholders shall be liable only to the extent that such a Tax exceeds the amount, if any, reserved for such Tax on the face of the Final Closing Statement and taken into account in determining the Final Adjustment Amount. The Stockholders shall reimburse Buyer for any Taxes have not been paid as of the Company that are the responsibility of the Stockholders pursuant to this Section ‎9.2 within thirty (30) business days after payment of such Taxes by Buyer or the Company. For purposes of calculating the liability of the Company for Taxes of any Interim Period, the portion of any Tax for a Straddle Period that is allocable to the Interim Period shall be deemed to equal: (i) in the case of Taxes based upon or related to income, gain or receipts, the amount that would be payable if the Straddle Period had ended on the Closing Date and are not reflected the books of the Company were closed as of the close of such date; provided, however, that depreciation, amortization and cost recovery deductions will be taken into account in accordance with the principles of clause (iii) below; (ii) in the determination case of Working Capital: (i) all Taxes imposed on the Companies specific transactions or the Buyer as a result of the operations of the Companies with respect to any taxable year events, Taxes imposed on specific transactions or period ending events occurring on or before the Closing Date; and (iii) in the case of Taxes imposed on a periodic basis, or in the case of any other Taxes not covered by clauses (i) or (ii) with respect to taxable years or periods beginning before above, the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion amount of such taxable year or Taxes for the entire Straddle Period multiplied by a fraction (a) the numerator of which is the number of calendar days in the 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 of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (vb) any Taxes or other payments required to be made after the Closing Date by denominator of which is the Companies or any number of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement calendar days in effect prior to the Closing (whether or not written) with respect to a Pre-Closing entire Straddle Period.

Tax Indemnification. Except to the extent paid or deposited prior to the Closing or treated as a liability in the calculation of Closing Working Capital, the Warrantors shall indemnify the Companies, Beneficiary, and each Beneficiary Indemnitee and hold them harmless from and against (a) Subject any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 13.34.21; (b) any Loss attributable to any breach or violation of, from and after the Closing Dateor failure to fully perform, ASC (for purposes of any covenant, agreement, undertaking or obligation in this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and VII; (c) all Taxes of the Companies and reimburse or relating to the Buyer and business of the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the all Pre-Closing Date and are not reflected in the determination of Working Capital: Tax Periods; (id) all Taxes imposed on of any other member of an affiliated, consolidated, combined or unitary group of which the Companies (or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations predecessor of the Companies, which Taxes are allocable to the portion of such taxable year ) is or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end was a member on or prior to the Closing Date by reason of the Companies’ being referred to collectively hereinafter as “Pre-Closing Periods”)a member of such group, other than Beneficiary or its Affiliates; and (iiie) any and all Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which person imposed on the Companies arising under the principles of transferee or any of their respective Subsidiaries files successor liability or has filed a Tax Return on a consolidatedby contract, combined, affiliated, unitary relating to an event or similar basis for a taxable year or period beginning transaction occurring before the Closing Date; , it being specified that provisions of Section 9.05 hereafter shall apply in connection with such Tax Indemnification provisions. In each of the above cases, together with any incremental out-of-pocket fees and expenses (ivincluding reasonable attorneys' and accountants' fees) to the extent incurred in connection therewith. Subject to the provisions of Section 9.05 hereafter, the Warrantors shall reimburse Beneficiary for any Taxes of the Companies that are the responsibility of the Warrantors or the Companies pursuant to this Section 7.03 within ten Business Days after payment of such Taxes by Beneficiary or the Companies. The Warrantors may, at their option, satisfy such reimbursement obligation by surrender of Beneficiary Shares valued at the Applicable Trading Price determined in accordance with Section 2.02(a)(iii). Beneficiary shall promptly deliver to Contributors, pro rata in accordance with their respective former holdings of Shares, additional Beneficiary Shares (valued at the Applicable Trading Price) having an aggregate value equal to thirty-four percent (34%) of any net Tax loss attributable to any Straddle Period. Notwithstanding anything to the contrary in this Section 7.03, under no circumstances shall Warrantors have any indemnification or other obligation to Beneficiary in respect of any additional or increased Taxes or other costs of related Liabilities to the Buyer Indemnitees payable extent arising as a result of any inaccuracy in tax election made or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date rescinded by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity Beneficiary at or allocation agreement or other arrangement in effect prior to after the Closing (whether or not written) with respect to a Pre-Closing PeriodClosing.

Tax Indemnification. (a) Subject Buyer hereby agrees to Section 13.3indemnify and hold Seller and each partner of Seller (each, a "Tax-Indemnified Party") harmless on an After-Tax Basis from and after against any and all taxes, fees, duties, impost, levies or charges of whatsoever nature (other than taxes of general applicability based on income) imposed by the Closing DateState of Maine or any political subdivision thereof or any taxing authority of such State or political subdivision and all interest, ASC penalties or similar liabilities with respect thereto (for purposes any such amounts, "Taxes") solely as a result of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay any payment made or cause to be paid, and shall indemnify, defend and hold harmless the made by Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies Seller pursuant to this Agreement or the Buyer as a result of the operations purchase and sale of Seller's right, title and interest in and to the Companies with respect Power Purchase Agreement as contemplated by this Agreement but only to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all extent such Taxes are imposed on the Companies or the Buyer as a result of a Change in Law after the operations date of this Agreement. Buyer agrees to pay (or reimburse such Tax- Indemnified Party for payment of) any and all Taxes within 45 days of the Companies, date on which Taxes are allocable such Tax-Indemnified Party delivers to Buyer the portion documentation required by the immediately succeeding paragraph. Each Tax-Indemnified Party will (i) notify Buyer in writing within five business days of such taxable year Tax-Indemnified Party's receipt of an assessment, notice 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”); (iii) Taxes request for payment of any member such Tax from a taxing authority, and (ii) supply to Buyer not less than twenty business days in advance of the due date therefor calculations, documentation and forms of returns (or, at the option of such Indemnified Party, pertinent portions of or excerpts from such returns) demonstrating the nature, amount and calculation of any affiliated group of corporations (as defined in Section 1504 of the Code) with Tax which the Companies such Tax-Indemnified Party believes Buyer is obligated to pay pursuant to this Section. In no event will Buyer be obligated to pay interest, penalties or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable late charges due as a result of a Tax-Indemnified Party's failure to file returns or make Tax payments within the time periods required by law unless such failure is the result of the action or inaction of Buyer. Failure of a Tax-Indemnified Party to provide any inaccuracy notice or other item to Buyer as described in this paragraph by the time specified in this or breach the immediately succeeding paragraph shall not, however, affect such Tax-Indemnified Party's right to indemnification as provided in the first paragraph of this Section 6.4(a). Each Tax-Indemnified Party will promptly notify Buyer of any representation event which such Tax-Indemnified Party believes constitutes or warranty made may constitute a Change of Law promptly after becoming aware thereof. Buyer may, at its option, require such Tax-Indemnified Party, with funds provided by Buyer, to make any payment of Tax pursuant to this Section under protest and may at Buyer's sole expense contest the assessment or calculation of such Tax before the relevant taxing authority. Each Tax-Indemnified Party agrees to Buyer exercising direction and control of any such protest and any related proceeding, and will provide reasonable cooperation at Buyer's request and sole expense in the conduct thereof. (b) For purposes of Section 3.17 6.4(a) above, (i) "Change in Law" shall mean any finally adopted change in law, rule or regulation, or official published interpretation thereof in each instance, and (ii) "After-Tax Basis" shall mean on a basis such that any payment required to be paid on such basis shall, if necessary, be supplemented by a further payment so that the sum of this Agreement the two payments, after deduction of all taxes, penalties, fines, interest and other charges resulting from the receipt (actual or constructive) of such payments imposed by or under any Federal, state or local governmental authority in the United States or subdivision or any breach taxing authority of any covenant thereof (assuming for this purpose that each Tax-Indemnified Party is a tax- paying entity in the State of Maine subject to the maximum applicable corporate income tax rates then in effect), and after taking into account all related tax savings (whether by deduction, credit or otherwise) actually realized as a result of such payments or the event or circumstance giving rise thereto, shall be equal to the payment so required. (c) Each Tax-Indemnified Party agrees not to actively support the adoption of any Change in Law to which the indemnification contained in this Article XISection 6.4 would apply and further agrees that none of its affiliates shall do so. In addition, without duplication; each partner of Seller agrees that at the request and (v) at the expense of Buyer it will use reasonable efforts to assist in any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries challenge to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement such Change in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.Law. 6.5

Tax Indemnification. (a) Subject to Section 13.3Pro-Fac shall indemnify the Company, its Subsidiaries, Buyer, and each Buyer Affiliate and hold them harmless from and after the Closing Dateagainst without duplication, ASC (for purposes of this Article XI onlyany loss, the “Tax Indemnifying Party”)claim, shall be responsible forliability, shall pay expense, or cause other damage attributable to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Income Taxes imposed on the Companies (or the Buyer as a result non-payment thereof) of the operations of the Companies with respect to any Company and its Subsidiaries for all taxable year or period periods ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before Date and the portion through the end of the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such for any taxable year or period ending on that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), (ii) all Income Taxes of any member of an “Interim Period”affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (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, including pursuant to collectively hereinafter as “PreTreasury Regulation Section 1.1502-Closing Periods”); 6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Income Taxes of any member of any affiliated group of corporations Person (as defined in Section 1504 of other than the CodeCompany and its Subsidiaries) with which imposed on the Companies Company or any of their respective its Subsidiaries files as a transferee or has filed a Tax Return on a consolidatedsuccessor, combinedby contract or pursuant to any law, affiliatedrule, unitary or similar basis for a taxable year regulation, which Income Taxes relate to an event or period beginning transaction occurring before the Closing DateClosing; provided, that Pro-Fac shall be liable under clauses (ivi) through (iii) above only to the extent that such losses, claims, liabilities, expenses and other damages exceed the Income Tax Reserve. Pro-Fac shall reimburse Buyer for any Income Taxes or other costs of the Buyer Indemnitees payable as a result Company or its Subsidiaries which are the responsibility of any inaccuracy in Pro-Fac pursuant to this Section 9.1 within fifteen (15) business days after payment of such Income Taxes by Buyer, the Company, or breach of any representation or warranty made in Section 3.17 of this Agreement its Subsidiaries or any breach Affiliate of any covenant Buyer. The indemnities contained in this Article XIIX shall not be subject to the limitations contained in Article X other than the monetary limitations contained in Section 10.1(d); provided, without duplication; that such monetary limitations shall not apply to any damages attributable to the nondeductibility of net patronage income of Pro-Fac and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of Company for their respective Subsidiaries fiscal year ending June 29, 2002 utilized to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to calculate the Closing (whether or not written) with respect to a Pre-Closing PeriodPermitted Patronage Amount.

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes Notwithstanding any provision of this Article XI onlyAgreement to the contrary, the “Tax Indemnifying Party”), Shareholders shall be responsible for, shall pay or cause to be paidjointly and severally liable, and shall pay, indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer including any Tax owed by Purchaser as a result of this indemnification payment) Purchaser and the operations Company for (i) except to the extent reserved for on the Closing Date Balance Sheet, all liability for Taxes of the Companies with respect to any taxable year Company (including Taxes owed by Purchaser as a result of such indemnification payment), for all periods or period portions thereof ending on or before the Closing Dateprior to April 15, 1999; (ii) with respect except to the extent reserved for on the Closing Date Balance Sheet, all liability for Taxes of any affiliated, consolidated, unitary or combined group or any member thereof, which affiliated, consolidated, unitary or combined group includes or has included the Company for any period or portion thereof that ends prior to or that includes the date of this Agreement, which liability is assessed against the Company by reason of the Company being liable for all or part of the Taxes of any such affiliated, consolidated, unitary or combined group or any member thereof; and (iii) all liability for Taxes of the Company for all taxable years or periods beginning before the Closing Date April 15, 1999 and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable such date but only with respect to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); April 15, 1999. Any Taxes under (iii) Taxes for a period commencing prior to but ending after April 15, 1999 will be apportioned, in the case of any member real and personal property Taxes, on a per diem basis and, in the case of any affiliated group of corporations (as defined in Section 1504 other Taxes, on the basis of the Code) with which the Companies actual activities, taxable income or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs loss of the Buyer Indemnitees payable Company during the periods before and after April 15, 1999, based upon a closing of the books and determined as a result if such period ended with respect to the Shareholders on April 15, 1999 and commenced with respect to the Purchaser on April 16, 1999. The Purchaser agrees to indemnify the Shareholders for any additional Tax owed by the Shareholders (including Tax owed by the Shareholders due to this indemnification payment) resulting from any transaction initiated by Purchaser and not in the ordinary course of any inaccuracy business occurring on the date of this Agreement. The Purchaser and the Shareholders agree to report all transactions initiated by the Purchaser and not in or breach the ordinary course of any representation or warranty made in Section 3.17 business occurring on the date of this Agreement on the Purchaser's federal income Tax Return to the extent permitted by ss. 1.1502-76(b)(1)(ii)(B) of the Treasury Regulations promulgated pursuant to the Code. Any refund of Taxes received, or reduction of Taxes realized by Shareholders, or any breach Affiliate of any covenant contained in this Article XIShareholders, without duplication; and (v) any that is directly attributable to Taxes paid or other payments required to be made after the Closing Date losses or credits generated by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) Company with respect to a Pre-Closing Periodany period or portion thereof ending after April 15, 1999 is to be paid to Purchaser within thirty (30) days after the receipt or credit thereof. Shareholders shall comply with Purchaser's requests in obtaining such refunds, including, but not limited to, the filing of amended returns and claims for refund. Any refund of Taxes received by Purchaser, or any Affiliate of Purchaser, that is directly attributable to Taxes paid by the Company with respect to any period or portion thereof ending on or before April 15, 1999 is to be paid to Shareholders within thirty (30) days after the receipt or credit thereof. Purchaser shall comply with Shareholders' requests in obtaining such refunds, including, but not limited to, the filing of amended returns and claims for refund.

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), The Company Stockholders shall be responsible for, shall pay or cause to be paid, and shall indemnifyindemnify on an after-tax basis, defend and hold harmless Parent for, out of the Buyer Escrow Account and the Companies and reimburse the Buyer and the Companies for the following Taxeswithout duplication, any Losses, except to the extent that such Taxes Losses have been taken into account in calculating the Company’s Tangible Book Value or are addressed by Article XIV (whether or not been paid as of the Closing Date and are not reflected in the determination of Working Capital: any payment is made pursuant to Article XIV with respect thereto), attributable to (i) all Taxes imposed on the Companies Company or any of its Subsidiaries (x) relating or attributable to any Pre-Closing Period and, with respect to any Straddle Period, the Buyer portion of such Straddle Period deemed to end on and include the Closing Date, (y) relating or attributable to the income, operations or assets of the Company or any of its Subsidiaries for any Pre-Closing Period and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date and/or (z) relating or attributable to any MarCap Property Taxes; (ii) Taxes imposed on the Company or any of its Subsidiaries under Section 1.1502-6 of the Treasury Regulations (or any corresponding or similar provision state, local, or foreign Law or regulation) as a result of the operations being a member or successor of the Companies with respect to a member of any taxable year consolidated, unitary, combined or similar group for any Pre-Closing Period or period ending on or before that includes the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of Person imposed on the Code) with which the Companies Company or any of their respective its Subsidiaries files or has filed a any other liability imposed under any Tax Return on a consolidatedsharing, combinedTax indemnity, affiliated, unitary Tax allocation or similar basis for agreements (whether or not written) under or to which the Company or any of its Subsidiaries was obligated, or was a taxable year party, on or period beginning before prior to the Closing Date; and (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made contained in Section 3.17 of this Agreement 4.13 or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing PeriodXIII.

Tax Indemnification. The Seller shall indemnify and hold the Purchaser harmless against any (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations any of the Companies with respect to any taxable year period (or period portion thereof) ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an each, a “Interim Pre-Closing Tax Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter not including Transfer Taxes allocated as “Pre-Closing Periods”provided in Section 10.3); (iiib) all Taxes resulting from the Conversion; and (c) income, franchise or other similar Taxes imposed on any of any the Companies as a member of any an “affiliated group group” (within the meaning of corporations (as defined in Section 1504 1504(a) of the Code) with which the Companies that arise under Treasury Regulation § 1.1502-6(a) or any comparable provision of their respective Subsidiaries files applicable state, local or has filed a non-U.S. Tax Return on a consolidatedlaw. Notwithstanding anything to the contrary and for the avoidance of doubt, combined, affiliated, unitary or similar basis for a taxable year or period beginning before except to the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result extent of any inaccuracy in or breach of any representation or warranty made by the Seller in Section 3.17 of this Agreement 3.9, the Seller shall not be liable to indemnify the Purchaser with respect to claims relating to the amount, value or any breach condition of any covenant contained Tax asset or attribute of the Companies, or the ability of Purchaser to utilize such Tax assets or attributes following the Closing or for any liabilities for Taxes included in this Article XIthe calculation of Closing Working Capital. In the case of any taxable period that includes but does not end on the Closing Date (each, without duplicationa “Straddle Period”), the Taxes imposed upon the Companies allocable to the Pre-Closing Tax Period shall be computed on an interim closing of the books basis as if such taxable period ended on and included the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, and Taxes imposed on a periodic basis (vsuch as property Taxes) any Taxes or other payments required to shall be made allocated between the period ending on and including the Closing Date and the period after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior proportion to the Closing (whether or not written) with respect to a Pre-Closing Periodnumber of days in each period.

Tax Indemnification. Sellers, jointly and severally, agree to indemnify any Buyer Indemnitee for, and to hold such Buyer Indemnitee harmless from and against: (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes any Losses of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the such Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect Indemnitee attributable to any taxable year breach of or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 3.22; (b) any Losses of this Agreement or such Buyer Indemnitee attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; and (c) all Pre-Closing Taxes (including, without limitation, all Pre-Closing Taxes related to the NJ Tax Matter or issues arising under or out of the NJ Tax Matter); provided, however, that no Buyer Indemnitee shall be entitled to indemnification under this Section 6.03 for any Losses or Taxes that were a deduction from Working Capital set forth in Section 2.03; provided, further, that any amount payable under this Section 6.03 by Sellers shall be reduced by an amount equal to any Tax benefit realized by such Buyer Indemnitee arising from or related to the incurrence or payment of such Losses or Taxes, and increased by any Tax detriment associated with the receipt, or right to receive indemnification hereunder; and to the extent the Buyer Indemnitee recognizes a Tax benefit in a year after the receipt of the indemnification payment pursuant to this Section 6.03, the Buyer Indemnitee shall pay the amount of such Tax benefit to the Indemnifying Party as such Tax benefits are recognized by the Buyer Indemnitee. The amount of any covenant contained “Tax benefit” recognized by a Buyer Indemnitee with respect to each Tax year shall be the amount of the relevant deduction, expense, loss, or similar Tax item that accrues to a Buyer Indemnitee for the applicable Tax year multiplied by the effective tax rate of the Buyer Indemnitee for such Tax year. Notwithstanding anything in this Article XIVI, without duplication; neither a Buyer Indemnitee nor its successors or assigns shall have any right or entitlement to indemnification for any Losses or Taxes to the extent that such Buyer Indemnitee or its successors and (v) assigns had already recovered for the Losses or Taxes with respect to the same matter pursuant to any other provision of this Agreement, and such Buyer Indemnitee shall be deemed to have waived and released any claims for such Losses or Taxes and shall not be entitled to assert any such claim for indemnification for such Losses or Taxes. Sellers shall reimburse Buyer for any Taxes of any of the Acquired Companies or other payments required relating to be made after the Closing Date by the Companies Business or any of their respective Subsidiaries the Assets that are the responsibility of Sellers pursuant to any Person under any Tax sharing, indemnity this Section 6.03 within ten Business Days after payment of such Taxes by Buyer or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing PeriodAcquired Companies.

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and Seller shall indemnify, defend and hold harmless the Buyer and its Affiliates (including after the Companies Closing, the Transferred Subsidiaries) harmless from and reimburse the Buyer and the Companies for the following Taxesagainst any liability for, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: without duplication, (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year Transferred Subsidiary, the Devices & Services Business or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result any of the operations of the Companies, which Taxes are allocable to Purchased Assets for any Pre-Closing Tax Period and the portion of such taxable year or period any Straddle Period ending on the Closing Date (an “Interim Period”as determined pursuant to Section 8.3(c)) (Interim Periods and any taxable years or periods that end ii) Taxes imposed on or with respect to any Transferred Subsidiary as a result of the membership of such Transferred Subsidiary in an affiliated, consolidated, combined, unitary, or similar group with respect to any affiliation in existence at any time prior to the Closing Date being referred (other than with respect to collectively hereinafter as “Pre-Closing Periods”another Transferred Subsidiary); (iii) Taxes imposed on any Transferred Subsidiary as transferee or successor, by Contract or otherwise as a result of any member of any affiliated group of corporations (as defined a relationship or contractual arrangement entered into or in Section 1504 of existence prior to the Code) with which Closing, except to the Companies extent that the liability for such Taxes is to another Transferred Subsidiary or any of their respective Subsidiaries files to the Buyer or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Dateits Affiliates; (iv) Taxes imposed with respect to any Excluded Assets; (v) Seller’s share of any Transfer Taxes; (vi) Taxes (other than Transfer Taxes) imposed with respect to the Internal Restructuring (or any deviations therefrom); (vii) Taxes (other costs of the Buyer Indemnitees payable than Transfer Taxes) arising as a result of any inaccuracy in or breach the sale of any representation or warranty made in Section 3.17 of this Agreement the Transferred Subsidiaries, the Devices & Services Business or any breach of any covenant contained in the Purchased Assets pursuant to this Article XI, without duplicationAgreement; and (vviii) any Taxes or other payments required Losses incurred in connection with items specified in clauses (i) through (vii) of this Section 8.3(a). The obligations of Seller pursuant to be made after this Section 8.3(a) shall survive until the Closing Date by later of (i) the Companies or any expiration of their respective Subsidiaries the applicable statute of limitations (giving effect to any Person under valid extensions) plus 30 days and (ii) the final resolution of any applicable Tax sharingClaim. Notwithstanding the foregoing, indemnity or allocation agreement or other arrangement in effect prior no indemnification shall be required pursuant to the Closing (whether or not writtenthis Section 8.3(a) with respect to (i) a Pre-Closing PeriodTax to the extent that such Tax was taken into account in calculating Net Working Capital, and (ii), when taken into account, such Tax reduced the Purchase Price pursuant to Section 2.10(h).

Tax Indemnification. Seller shall and hereby does indemnify and hold Buyer and any Affiliate of Buyer and their respective officers and directors, harmless from and against any and all Damages attributable to liabilities of the Company: (a) Subject for Taxes attributable to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); Tax Periods as determined pursuant to Section 5.1, (iiib) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of arising from any inaccuracy in or breach of any representation representations or warranty made warranties set forth in Section 3.17 of this Agreement 2.26 or any breach of the covenants in Section 5.1, (c) for Taxes attributable to the Company having been a member of any covenant contained in this Article XIaffiliated, without duplication; and (v) any Taxes consolidated, combined, unitary or other payments required to be made after the Closing Date by the Companies similar group (under Treasury Regulation Section 1.1502-6 or any similar provision of their respective Subsidiaries to any Person under any Tax sharingstate, indemnity local or allocation agreement or other arrangement in effect foreign law) prior to the Closing Date, (d) for Taxes that are imposed by reason of the Company having liability for Taxes of another Person as a result of the Company being during any Pre-Closing Tax Period a successor or transferee of any other Person or by contract, (e) for Taxes attributable to any of the Pre-Closing Affiliate Transactions described in Section 4.4 or the deemed sale of assets and liquidation of the Company for any applicable Tax purposes pursuant to the Section 338(h)(10) Election, and (f) for Seller’s proportionate share of any Taxes described in Section 5.2. With respect to any claim for indemnity under this Section 9.4 arising from any inaccuracy in or breach of the representations set forth in Sections 2.26(b)(xvi) or 2.26(b)(xvii), but subject to the provisions of Section 9.3(a)(iii), Buyer shall notify Seller promptly if it becomes aware of any such inaccuracy in or breach in the above representations regardless of whether any Tax Authority or not written) any other third party has made any assertion or taken any action with respect to such inaccuracy in or breach of such representations, and such notice shall contain all material facts relating to such inaccuracy in or breach of such representations. Seller shall review such notice and within thirty (30) days, determine, in good faith, whether remediation of such inaccuracy or breach is required, and if it determines remediation is required, shall propose to Buyer the basis upon which such inaccuracy in or breach of such representations shall be remedied. Buyer shall either accept Seller’s proposal or offer an alternative proposal. If Buyer offers an alternative proposal, Seller shall either accept or reject such alternative proposal. If after negotiating in good faith, Seller and Buyer cannot agree whether remediation is required or upon the method of remediation, the period in which a Pre-Closing Periodclaim or action may be made pursuant to this Section 9.4 solely with respect to the matter described in the above notice shall be the applicable period of the statute of limitation plus thirty (30) days notwithstanding the provisions of Section 9.3(a)(iii). If the method of remediation has been agreed to by the parties, Seller shall have primary responsibility (with the reasonable cooperation of Buyer) for the remediation on behalf of the Company and may employ counsel and other third parties of its choice and at its expense. Seller shall keep Buyer informed as to the status of such remediation and shall discuss with Buyer and Buyer’s counsel any steps to be taken in the remediation and afford Buyer and Buyer’s counsel the right and a reasonable opportunity to review and comment in advance on any document or other written agreement to be entered into on behalf of the Company. Seller shall not (a) send any communication or documents to any policyholders of the Company without the consent of Buyer or (b) enter into any agreement with respect to the remediation without the consent of Buyer, which consent may not be unreasonably withheld or delayed (and it shall be deemed unreasonable to withhold such consent if such agreement is consistent with the plan of remediation agreed to by Seller and Buyer). Notwithstanding the foregoing, Buyer may, at any time and regardless of whether a method of remediation has been agreed by the parties, assume control of the process of remediating any inaccuracy in or breach of the representations set forth in Sections 2.26(b)(xvi) or 2.26(b)(xvii), and may take any action in connection therewith without the cooperation or consent of Seller; provided, that Buyer and the Company shall have waived any right to indemnification pursuant to this Agreement with respect to such inaccuracy or breach.

Tax Indemnification. Except to the extent treated as a liability in the calculation of Final Closing Working Capital and except to the extent attributable to Tax periods (or portions thereof) prior to April 1, 2014, PCF shall indemnify Parent and each Parent Indemnitee and hold them harmless from and against (a) Subject any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 13.34.19; (b) any Loss attributable to any breach or violation of, from and after the Closing Dateor failure to fully perform, ASC any covenant, agreement, undertaking or obligation in Article VIII; (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (ic) all Taxes imposed on the Companies or the Buyer as a result of the operations Company and its Subsidiaries for any Pre-Closing Tax Period; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Companies with respect to any taxable year Company) is or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date was a member after March 31, 2014 and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Preby reason of a liability under Treasury Regulation Section 1.1502-Closing Periods”)6 or any comparable or similar provisions of applicable Law; and (iiie) any and all Taxes of any member person imposed on the Company arising under the principles of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies transferee or any of their respective Subsidiaries files successor liability or has filed a Tax Return on a consolidatedby contract, combinedrelating to an event or transaction occurring after March 31, affiliated, unitary or similar basis for a taxable year or period beginning 2014 and before the Closing Date; (iv) . PCF shall reimburse Parent for any Taxes or other costs of the Buyer Company that are the responsibility of PCF pursuant to this Section 8.03 within fifteen (15) Business Days after PCF agrees in writing to pay such Tax or such Taxes are determined by a final non-appealable order of a court pursuant to Section 12.10 to be payable by PCF pursuant to this Section 8.03. Notwithstanding anything to the contrary in this Agreement, the Parent Indemnitees payable as a result of shall not have any inaccuracy in or breach of any representation or warranty made in Section 3.17 of right to indemnification under this Agreement with respect to, or based on, Taxes to the extent such Taxes (i) are attributable to Tax periods (or portions thereof) beginning after the Closing Date, (ii) are due to the unavailability in any breach of any covenant contained in this Article XI, without duplication; and Tax period (vor portion thereof) any Taxes or other payments required to be made beginning after the Closing Date by the Companies or of any of their respective Subsidiaries to any Person under any Tax sharingnet operating losses, indemnity or allocation agreement credit or other arrangement in effect Tax attributes from a Tax period (or portion thereof) ending on or prior to the Closing Date, (whether iii) result from transactions or action taken by Parent or any of its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) after the Closing that are not writtencontemplated by this Agreement, or (iv) with respect to do not arise from a Pre-Closing PeriodTax Claim.

Tax Indemnification. (a) Subject 14.01 In addition to any indemnification obligations arising under Section 13.316 hereof, from Seller hereby agrees upon the terms and after conditions and in accordance with the Closing Dateprocedures set forth in this Agreement, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxesits affiliates (including, to the extent that such Taxes have not been paid as without limitation, each of the Closing Date Subject Entities) and are not reflected in their respective officers, directors, agents and employees (the determination "Seller Indemnitees") harmless from and against any damages (including, without limitation, extraordinary or punitive damages), deficiencies, costs, liabilities, claims or expenses, including, without limitation, interest, penalties and reasonable attorneys' fees (individually a "Loss" and collectively the "Losses"), that any of Working Capital: the Seller Indemnitees shall incur or suffer, regardless of whether Buyer had knowledge of such Loss or Losses at the time of the Closing, resulting from or relating to any and all liability for Taxes (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect Subject Entities related to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “and the portion ending on the Closing Date of any taxable period that includes (but does not end on) such day ("Pre-Closing Periods”); Tax Period") and (iiiii) resulting from the Elections contemplated by Section 7.09 of this Agreement. Notwithstanding the foregoing, Seller shall not indemnify any Seller Indemnitee from any liability for Taxes attributable to any action taken after the Closing by Buyer, any of its affiliates (including any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies Subject Entities), or any transferee of Buyer or any of their respective Subsidiaries files its affiliates (other than any such action expressly required by applicable law or has filed by this Agreement) (a "Buyer Tax Return on Act") or attributable to a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before breach by Buyer of its obligations under this Agreement. In the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result case of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and taxable period that includes (vbut does not end on) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing "Straddle Period."):

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), The Seller shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend indemnify and hold harmless the Buyer from and the Companies against any and reimburse the Buyer and the Companies all Losses for the following Taxes, to the extent that such Taxes have not been paid as or in respect of each of the Closing Date and are not reflected in the determination of Working Capitalfollowing, without duplication: (i) any and all liability for Taxes imposed on the Companies or the Buyer as a result of the operations Company and each of the Companies Company Subsidiaries for all taxable periods (or portions thereof) ending on or before the Closing Date (a "Pre-Closing Tax Period") and with respect to any taxable year or period ending that begins on or before and ends after the Closing Date (a "Straddle Period"), for the portion thereof ending on the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer liability (as a result of the operations Treasury Regulation ss. 1.1502-6 or any similar provision of the Companiesstate, which Taxes are allocable to the portion of such taxable year local or period ending foreign law or as a transferee or successor by contract or otherwise) imposed 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 of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies Company or any of their respective the Company Subsidiaries files for the Taxes of the Seller or any other person or entity (other than the Company or any of the Company Subsidiaries) which is or has filed a Tax Return on a consolidated, combined, affiliated, unitary been an Affiliate of the Company or similar basis for a taxable year or period beginning before any of the Company Subsidiaries prior to the Closing Date; (iii) any and all liability for Taxes attributable to the making of Elections (as described under Section 8.9(a)) and any Taxes arising out of any failure by the Seller to pay such Tax; (iv) all Taxes or other costs arising out of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made set forth in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI5.17 other than Section 5.17(b), without duplication; and (v) any Taxes or other payments required payment to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity Tax indemnity, Tax allocation or allocation agreement similar contract (whether or other arrangement not written and in effect each case covering the sharing of income or income-based taxes reported on a combined, unitary or consolidated Tax Return) to which the Company or any of the Company Subsidiaries was obligated or was a party on or prior to the Closing Date, and (whether or not writtenvi) with respect all liability for reasonable legal fees and other third-party expenses for any item attributable to a Pre-Closing Periodany item in clause (i) through (v) above.

Tax Indemnification. (a) Subject Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 13.310.4, the Seller shall indemnify the Buyers from and after against and in respect of any and all losses incurred by the Closing DateBuyers, ASC (for purposes of this Article XI onlywhich may be imposed on, sustained, incurred, or suffered by or assessed against the “Tax Indemnifying Party”)Buyers, shall be responsible for, shall pay directly or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxesindirectly, to the extent that such Taxes have not been paid as relating to or arising out of the Closing Date and are not reflected in the determination of Working Capital: (i) all any liability for Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies Company or with respect to the assets or activities of the Company for any taxable year or period ending that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date; , (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to taxable years the assets or periods beginning before activities of the Company on the Closing Date and Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, all Taxes imposed on the Companies unless such elections or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period determinations for Tax periods ending on after the Closing Date (an “Interim Period”) (Interim Periods and any taxable years are required by applicable Tax law or such elections or determinations for Tax periods that end ending on or prior to the Closing Date being referred to collectively hereinafter violate applicable Tax law. Except as “Pre-Closing Periods”); set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; and (iv) Taxes of Section 9.4(b) shall not apply). With respect to any audit or other costs proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; Straddle Period ending on and (v) any Taxes or other payments required to be made after including the Closing Date by without the Companies prior written consent of Seller (which consent may not be withheld, conditioned or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Perioddelayed unreasonably).

Tax Indemnification. (a) Subject to Section 13.3, Sellers shall jointly and severally indemnify and hold the Acquiror Indemnified Parties harmless from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: against (i) all Taxes imposed on the Companies (or the Buyer as a result of the operations non-payment thereof) of the Companies with respect for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any taxable year portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or period ending any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iiiii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to taxable years cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or periods beginning increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before the Closing Date and ending or after the Closing Date, all Taxes imposed on arising from an obligation of the Companies for employment, social or similar Taxes or in the Buyer United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the operations utilization of the Companiesany Acquiror’s Relief (which, which Taxes are allocable notwithstanding anything in this Agreement to the portion contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of such taxable year any U.S. Tax and any right to repayment or period ending recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (an C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Interim Post-Closing Tax Period”) (Interim Periods and ), any taxable years net operating loss, capital loss, Tax credit carryover or periods that end on other Tax asset or prior to the Closing Date being referred to collectively hereinafter as “Relief generated or arising in or in respect of a Pre-Closing Periods”); (iii) Taxes Tax Period or the portion of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies a Straddle Period beginning on or any of their respective Subsidiaries files or has filed a Tax Return before and ending on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (ivF) Taxes to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or other costs would have been available but for the use of the Buyer Indemnitees payable as Relief to set against or mitigate a result liability of any inaccuracy in Company for which Sellers are not liable under Section 7.2(a)) to set against or breach otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any representation of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or warranty for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made in under this Agreement pursuant to Section 3.17 2.7. Notwithstanding any provision of this Agreement or to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any breach of any covenant contained in this Article XI, without duplicationpurpose; and (vy) any Taxes or other payments required to the indemnification obligations of Sellers under this Section 7.2(a) shall not be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior subject to the Closing limitations set forth in Section 10.4 (whether or not writtenother than the limitations set forth in Section 10.4(a)(v) with respect to a Pre-Closing Periodand Sections 10.4(b), (c) (as applicable), (d), (e) and (j)).

Tax Indemnification. (a) Subject The Seller Indemnifying Party shall be liable for, and shall indemnify and hold Buyer and the other Indemnified Parties harmless from, (i) all Taxes, including Seller Straddle Period Taxes (as defined below), of the Seller or the Acquired Companies, or relating to Section 13.3either of the Acquired Company’s operations, from and after attributable to any taxable period or portion of a period that ends on or before the Closing Date, ASC (for purposes ii) all sales or use or transfer or transactional Taxes attributable to Seller’s sale of this Article XI onlythe Interests of the Acquired Companies, and (iii) any Taxes imposed on Seller by reason of income or gain recognition of Seller pursuant to the “Tax Seller’s sale of the Interests of the Acquired Companies. The Seller Indemnifying Party”), Party shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the for reimbursing Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as within 10 days of receipt of notice from Buyer of the Closing Date and are not reflected in the determination amount of Working Capital: (i) all such Taxes. For purposes hereof, Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period that includes (but does not end on) the Closing Date (a “Straddle Period”) shall be apportioned to the period ending on or before the Closing DateDate (the “Pre-Closing Period”) as follows: (i) the portion of any real, personal and intangible property Taxes (“Property Taxes”) equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of days in the Straddle Period; and (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all any Taxes imposed on the Companies or the Buyer other than Property Taxes computed as a result of the operations of the Companies, which Taxes are allocable to the portion of if such taxable year or period ending Straddle Period ended on the Closing Date (an the “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 PeriodsSeller Straddle Period Taxes”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and Sellers shall indemnify, defend and hold harmless Purchaser and its Affiliates (including, after Closing, the Buyer Companies) from and the Companies against any and reimburse the Buyer and the Companies for the following Taxes, to the extent all Losses that such Taxes have not been paid as Purchaser or any of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer its Affiliates may suffer as a result of any liability of any of the operations Companies for (i) any unpaid Taxes of the Companies with respect to any taxable year or period Tax periods ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and (ii) any unpaid Taxes of the Companies and any unpaid Taxes with respect to the Purchased Assets with respect to any Tax period beginning before and ending after the Closing Date (a “Straddle Period”) to the extent allocable (as determined in Section 9.1(b)) to the portion of such period ending before the Closing Date (the “Pre-Closing Tax Period”), except to the extent such Taxes are reflected on the Post Closing Equity Schedule. In the event Sellers are required to make a payment under this Section 9.1(a) as a result of an adjustment made by a taxing authority, and such adjustment results in a decrease in the Tax liability of the Companies, Purchaser or any Affiliate of Purchaser with respect to the Companies for any Tax period beginning after the Closing Date or for the portion of any Straddle Period beginning after the Closing Date, all Taxes imposed on then Purchaser shall pay to Sellers the Companies or the Buyer as a result amount of the operations of the Companies, any such reduction in Tax liability when such reduction is actually realized. The Losses with respect to which Taxes Purchaser and its Affiliates may be entitled to indemnification pursuant to this Section 9.1 are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being sometimes referred to collectively hereinafter as “Pre-Closing PeriodsTax Losses.”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and Seller shall indemnify, defend defend, and hold harmless the Buyer Purchaser from and the Companies against any and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capitalall Damages for: (i) all Taxes of or imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing DateSeller; (ii) with respect Transfer Taxes required to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable be paid by Seller pursuant to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”)this Agreement; (iii) Taxes of or imposed upon the Acquired Entities with respect to any member Pre-Closing Periods, and for any Straddle Periods but only with respect to the portion of any affiliated group of corporations (such Straddle Period ending on the Closing Date and as defined determined in the manner provided in Section 1504 6.7 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Datethis Agreement; (iv) Taxes imposed on the Acquired Entities under Treasury Regulations Section 1.1502-6 (and corresponding provisions of state, local, or other costs of the Buyer Indemnitees payable foreign Law) as a result of any inaccuracy in or breach having been a member of any representation federal, state, local or warranty made in Section 3.17 of this Agreement foreign consolidated, unitary, combined or similar group for any breach of taxable period ending on or before, or that includes, the Closing Date, or as a transferee or successor, pursuant to any covenant contained in this Article XITax Indemnification Agreement, without duplicationor similar contract or arrangement, or otherwise; and (v) any breach by Seller of any of the covenants and obligations contained in Section 6.7 of this Agreement; (vi) the breach or inaccuracy of the representations and warranties set forth in Section 3.14 of this Agreement and (vii) Taxes imposed on or other payments required related or attributable to the Excluded Assets or the transfer of the Excluded Assets as contemplated by Section 2.1. All amounts payable or to be made paid under this Section 6.8 shall be paid in immediately available funds within five (5) Business Days after the Closing Date by receipt of a written request from the Companies or indemnified party entitled to such payment. The parties hereto agree to treat any of their respective Subsidiaries payment made pursuant to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior this Section 6.8 and Article IX as an adjustment to the Closing (whether or not written) with respect Purchase Price for all Tax purposes, except as required under applicable Law. In no event shall the indemnities provided for in this Section 6.8 be subject to a Pre-Closing Periodthe provisions of Article IX of this Agreement.

Tax Indemnification. (a) Subject to Section 13.3, from and after After the Closing Date, ASC (for purposes of this Article XI onlyClosing, the “Tax Indemnifying Party”)Sellers’ Representative, shall be responsible foron behalf of each Seller, shall pay or cause to be paid, and shall indemnify, defend and hold harmless harmless, without duplication, the Buyer Purchasers’ Indemnified Parties from and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capitalagainst: (i) all any Taxes imposed on the Companies or the Buyer as a result any of the operations Target Companies by reason of the Companies with respect to any being a member of an affiliated, consolidated, unitary, or combined group for a taxable year or period ending on or before the Closing Date; , or as a transferee or successor under any Tax allocation, sharing or assumption agreement or by operation of Law with respect to such period, (ii) with respect to any Taxes imposed on any of the Target Companies, or for which any of the Target Companies may otherwise be liable, for any taxable years period ending on or periods beginning before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and ending after including the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) any Taxes of or Losses imposed on or incurred by the Purchasers’ Representative or any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies Purchasers’ Group or any of their respective Subsidiaries files the Target Companies arising out of or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; resulting from (ivA) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made under Section 3.9 (Taxes) (in Section 3.17 each case determined as to occurrence and amount without regard to any materiality, material adverse effect or similar qualifiers), provided that the amount of this Agreement such Taxes or Losses resulting from such inaccuracy or breach are in excess of USD 75,000, or (B) any breach or non-performance of any covenant contained or agreement in Section 5.1(a)(xi) (Conduct of the Target Business), or in this Article XIVII (Tax Matters), without duplication; (iv) any Taxes resulting from or relating to the Pre-Closing Reorganization Transactions or any other restructuring simultaneous with or prior to the Closing Date involving any of the Target Companies, and (v) Sellers’ portion of any Transfer Taxes as determined in Section 7.1 (Transfer Taxes). Notwithstanding anything to the contrary contained in this Agreement, the Sellers’ Representative shall have no indemnification obligation under this Section 7.6 (Tax Indemnification) to the extent any Tax or other payments required Loss giving rise to be made such indemnification obligation would not have arisen but for any amendment of any Tax Return or change in any Tax election or Tax method of accounting of the Target Companies by any member of the Purchasers’ Group after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing PeriodClosing.

Tax Indemnification. (a) Subject to Section 13.3i. Except as otherwise provided herein, from and after the Closing DateClosing, ASC (for purposes of this Article XI onlySeller Parent agrees to defend, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend indemnify and hold harmless Purchaser and its Affiliates (including the Buyer Conveyed Subsidiaries and their Subsidiaries) from and against all liability, without duplication, for (1) Taxes of the Companies Conveyed Subsidiaries (and reimburse their Subsidiaries) for any Pre-Closing Tax Period (including any Taxes resulting from the Buyer Internal Restructurings or any of the transactions contemplated by Sections 2.4(b) and 6.2(c), Taxes that may not be known at the Companies time of the Closing or Taxes resulting from transfer pricing adjustments); (2) Taxes of Seller Parent and its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries) for the following Taxes, any Pre-Closing Tax Period to the extent that such arising directly from, or directly relating to, the Purchased Assets or the Business; (3) Taxes have not been paid as of another Person (other than the Closing Date Conveyed Subsidiaries and their Subsidiaries) for which the Conveyed Subsidiaries and their Subsidiaries are not reflected in the determination of Working Capital: liable (i) all Taxes imposed under Treasury Regulation Section 1.1502-6(a) (or a similar provision of state, local or foreign Law) due to joining in the filing of a Consolidated Tax Return with such Person on or before the Companies Closing, (ii) as a result of being a transferee or the Buyer successor of such Person, or otherwise, on or before or as a result of the operations of the Companies with respect Closing pursuant to any taxable year Law or period ending (iii) pursuant to a Tax sharing or indemnity agreement or similar agreement (other than agreements or arrangements entered into in the ordinary course of business consistent with past practice as arm’s length commercial agreements or arrangements that do not relate primarily to Taxes, such as loan or leasing agreements) to which the Conveyed Subsidiaries or their Subsidiaries and such Person were a party on or before the Closing DateClosing; (ii4) with respect to taxable years or periods beginning before Taxes of Seller Parent and its Subsidiaries (other than the Closing Date Conveyed Subsidiaries and ending after the Closing Date, all Taxes their Subsidiaries) imposed on the Companies Purchaser or the Buyer its Affiliates as a result of being a transferee or successor of Seller Parent or any of its Subsidiaries (other than the operations of the CompaniesConveyed Subsidiaries and their Subsidiaries) on or before, which Taxes are allocable to the portion of such taxable year or period ending on as a result of, the Closing Date (an “Interim Period”) (Interim Periods and pursuant to any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”)Law; (iii5) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of Purchaser and its Affiliates resulting from the Code) with which the Companies breach by Seller Parent or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs its Affiliates of the Buyer Indemnitees payable as representations and warranties set forth in Sections 4.16(i) and (n) or any covenants in Sections 6.2(b)(xi) and 6.6 (but excluding, for the avoidance of doubt, a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained other than those specified in this Article XI, without duplicationclause (5)); and (v6) any Transfer Taxes for which Seller Parent or other payments required its Affiliates are liable pursuant to Section 6.6(h) (the “Excluded Taxes”); provided, however, that (i) Seller Parent’s indemnity obligation for Taxes pursuant to this Section 6.6(e) shall be made reduced by the amount of any refunds of Taxes with respect to Pre-Closing Tax Periods to the extent received after the Closing Date by the Companies Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their respective Subsidiaries Subsidiaries) and not remitted to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect Seller Parent pursuant to Section 6.6(d) prior to the date on which Seller Parent is required to make the applicable indemnity payment hereunder (it being understood that Purchaser shall no longer be required to pay over such refund of Taxes to Seller Parent pursuant to Section 6.6(d) to the extent of any such reduction); (ii) Seller Parent shall not defend, indemnify or hold harmless Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) from any liability for Taxes that would otherwise give rise to a Seller Parent Tax indemnity obligation under this Section 6.6(e), attributable to (A) Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) making, changing or revoking any Tax election, adopting or changing any Tax accounting method, changing any Tax accounting period, settling or compromising any Tax Claim, or entering into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax, in each case for a Post-Closing Tax Period that has a retroactive or retrospective effect on any Pre-Closing Tax Period, or (whether B) any disclosure by Purchaser or not written) any of its Affiliates (including, with respect to actions taken after the Closing, the Conveyed Subsidiaries and their Subsidiaries) on Schedule UTP (Uncertain Tax Position Statement) or any successor form contemplated by Treasury Regulation Section 1.6012-2, excluding in each case any such action (x) effected with the written consent of Seller Parent (which consent shall include any consent of Seller Parent to filing any Tax Return pursuant to Section 6.6(a), requesting a Pre-Tax refund pursuant to Section 6.6(d) or settling any Tax Claim pursuant to Section 6.6(f), in each case that clearly reflects such action), or (y) that is required by applicable Law based on written reasoned advice of internationally recognized tax counsel, which counsel may include an independent accounting firm, and which counsel is reasonably acceptable to Seller Parent (any action covered by the immediately preceding clause (A) or (B), a “Purchaser Tax Act”); and (iii) Seller Parent shall not defend, indemnify or hold harmless Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) from any liability for, (A) any Transfer Taxes that are not Excluded Taxes, (B) Taxes up to the aggregate amount of Taxes that constitute Assumed Liabilities pursuant to Section 2.5(c) that are included as liabilities in the Final Closing PeriodStatement, or (C) Taxes attributable to a breach by Purchaser or any Affiliate thereof of any of its covenants or agreements in this Agreement.

Tax Indemnification. (a) Subject to Section 13.3, Members shall jointly and severally indemnify Company and Buyer and hold them harmless from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capitalagainst: (i) all income Taxes imposed on the Companies and other Taxes (or the Buyer as a result non- payment thereof) of the operations of the Companies with respect to any Company for all taxable year or period periods ending on or before the Closing DateDate and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”); (ii) with respect to taxable years any and all income Taxes and other Taxes of any member of an affiliated, consolidated, combined, or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies unitary group of which Company (or the Buyer as any predecessor) is or was a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end member on or prior to the Closing Date being referred Date, including 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; and (iii) any and all income and other Taxes of any member Person (other than Company) imposed on Company as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing. If Taxes were reserved for as liabilities that reduced the Merger Consideration as Liabilities under Appendix I (Modified Net Working Capital), then for purposes of the indemnification under above clauses (i), (ii) and (iii), the Members shall be credited with the applicable reduction in Merger Consideration resulting therefrom to the extent that would result in a duplication in payment by Members. For example purposes only, if there were a liability for Taxes of $10,000, which reduced the Merger Consideration under Appendix I; then Members shall be credited with paying that through the reduction in Merger Consideration. The foregoing indemnification obligation includes without limitation Members indemnifying Buyer against and to the extent of any affiliated group liability of corporations Company arising (x) because of Company’s misclassification of employees as defined in Section 1504 of the CodeForm 1099 ‘independent contractors,’ (y) with which the Companies failing to withhold or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) pay any Taxes relating to employees by Company, or other payments required (z) relating to be made after the Closing Date any persons engaged (directly or indirectly) by the Companies Company as Form 1099 ‘independent contractors’ but for which W-2 filings and Tax treatment by Company for classification as an ‘employee’ and applicable Tax payments and withholdings by the Company as employer was, or is subsequently determined to be, required by law. Members shall reimburse Buyer for any Taxes of their respective Subsidiaries Company that are the responsibility of Members pursuant to any Person under any Tax sharing, indemnity this Section 9.5(a) within fifteen (15) Business Days after payment of such Taxes by Buyer or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing PeriodCompany.

Tax Indemnification. (a) Subject The Major Sellers hereby jointly and severally agree to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Company, the Buyer and the Companies their respective directors, officers, shareholders, agents, Affiliates, successors and permitted assigns from and against, and shall pay and reimburse the Buyer foregoing Persons for, any and all losses, liabilities, claims, obligations, penalties, damages, costs and expenses (including all reasonable attorneys’ fees and disbursements and other costs incurred or sustained by an Indemnitee in connection with the investigation, defense or prosecution of any such claim or any action or proceeding between the Indemnitee and the Companies for Indemnifying Party or between the following TaxesIndemnitee and any third party or otherwise), whether or not involving a third-party claim (collectively, “Losses”), relating to the extent that such Taxes have not been paid as or arising out of the Closing Date and are not reflected in the determination of Working Capital: (ia) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any Company for all taxable year or period periods ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as and the portion of the taxable period through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing PeriodsTax Period”); (iiib) all Taxes of any member of any affiliated an affiliated, consolidated, combined or unitary group of corporations which the Company (as defined in Section 1504 or any predecessor of the CodeCompany) with which the Companies is or any of their respective Subsidiaries files was a member on or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before prior to the Closing Date; (ivc) all Taxes of any Person (other than the Company) imposed on the Company as a transferee, successor or as the alter ego of any such Person, by contract or pursuant to Law to the extent such Taxes are related to the execution of a contract, completion of a transaction or other similar event occurring on or prior to the Closing; and (d) any and all Taxes or other costs Losses that may be imposed or incurred on or by the Buyer on account of the Buyer Indemnitees payable provisions of Section 281 of the Tax Act; provided that the Major Sellers shall not be responsible for penalties or interest in respect to any Tax liability of the Company as a result of any inaccuracy in a failure to file or breach a late filing of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made Tax Return after the Closing Date which is the responsibility of the Buyer to prepare and file in accordance with Section 7.3. Subject to the indemnification procedures of Section 10.4 relating to Third Party Claims, the Major Sellers shall, jointly and severally, reimburse the Buyer for any Taxes of the Company covered by this Section 7.1 or that are the responsibility of the Major Sellers pursuant to this Section 7.1 within five (5) days after notice to the Major Sellers of the payment of such Taxes by the Companies Buyer or any the Company. Other than for CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSIONS fraud, in no event shall the Major Sellers be liable under this Section 7 for punitive damages for Direct Claims. For the avoidance of their respective Subsidiaries to any Person under any Tax sharingdoubt, indemnity or allocation agreement or other arrangement the parties acknowledge and agree that punitive damages awarded in effect prior favor of a third-party in connection with a claim that is indemnifiable hereunder shall constitute direct damages of the Indemnitee and shall be fully recoverable hereunder subject to the Closing (whether or not written) with respect to a Pre-Closing Periodlimitations set forth in Section 10.

Tax Indemnification. (a) Subject to the terms of Sections 8.1, 8.2 and this Section 13.38.3, from and after the Closing, the Company Stockholder shall indemnify the Indemnified Persons against (i) all liability for Taxes of the Company for any Pre-Closing DateTax Period in excess of the amount of accrued Taxes (but only the actual amount of Taxes accrued and not any deferred Tax items) included in the Most Recent Balance Sheet and in the Final Net Working Capital Amount; (ii) all liability of the Company for Taxes of all Persons (other than Company or the REIT Indemnified Persons) arising (A) under Treasury Regulations §1.1502-6 (or any similar provision of state or local Law) for federal, ASC state and local Income Taxes of any other corporation which is or has been affiliated with the Company for any Pre-Closing Tax Period or (for purposes B) by reason of contract, successor liability or otherwise by operation of law; (iii); all Taxes of the Company Stockholder; and (iv) all Losses resulting from a breach or inaccuracy of the representations and warranties set forth in Section 3.10 of this Article XI onlyAgreement. For the avoidance of doubt, the “Tax Indemnifying Party”indemnification obligations of the Company Stockholder under this Section 8.3(a) shall not be subject to the amount limitations set forth in Section 8.3(a)(i). In the case of any Straddle Period, shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies amount of any Taxes for the following Taxes, to the extent that such Taxes have not been paid as of the Pre-Closing Date and are not reflected in the determination of Working CapitalTax Period shall: (i) all in the case of Taxes imposed based on sales, receipts, gross income or net income, be determined based on an interim closing of the books as of the close of business on the Companies Closing Date (and for such purpose, the taxable period of any partnership or the Buyer as other pass-through entity in which Company or any of its subsidiaries holds a result of the operations of the Companies with respect beneficial interest shall be deemed to any taxable year or period ending on or before the Closing Date; terminate at such time) and (ii) with respect in the case of all other Taxes, be deemed to taxable years or periods beginning before be the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion amount of such Tax for the entire taxable year or period multiplied by a fraction the numerator of which is the number of days in the 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 denominator of any member which is the number of any affiliated group of corporations (as defined days in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing such Straddle Period.

Tax Indemnification. Seller shall indemnify the Acquired Companies, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) Subject any Loss attributable to any Breach of or inaccuracy in any representation or warranty made in Section 13.33.25; (b) any loss attributable to any Breach or violation of, from and after the Closing Dateor failure to fully perform, ASC (for purposes of any covenant, agreement, undertaking or obligation in this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: 9; (ic) all Taxes imposed on of the Acquired Companies or relating to the Buyer as a result business of the operations of the Acquired Companies with respect to any taxable year or period ending on or before the for all Pre-Closing DateTax Periods; (iid) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies of any member of an affiliated, consolidated, combined or the Buyer as unitary group of which an Acquired Company (or any predecessor of an Acquired Company) is or was a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end member on or prior to the Closing Date being referred to collectively hereinafter as “Preby reason of a liability under Treasury Regulation Section 1.1502-Closing Periods”)6 or any comparable provisions of foreign, state or local Law; and (iiie) any and all Taxes of any member person imposed on any Acquired Company arising under the principles of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies transferee or any of their respective Subsidiaries files successor liability or has filed a Tax Return on a consolidatedby contract, combined, affiliated, unitary relating to an event or similar basis for a taxable year or period beginning transaction occurring before the Closing Date; (iv) Taxes or other costs of the . Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) shall indemnify Seller for any Taxes or other payments Seller is required to be made pay with respect to Taxes accrued during the Post-Closing Tax Period by the Acquired Companies; provided, however that Buyer shall not indemnify Seller for any Pre-Closing Taxes, regardless of whether Seller was required to pay such Pre-Closing Taxes after the Closing Date Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Seller shall reimburse Buyer for any Taxes of the Acquired Companies that are the responsibility of Seller (or Buyer shall reimburse Seller, as the case may be) pursuant to this Section 9.2 within 10 days after payment of such Taxes by the Companies Buyer or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity Acquired Company (or allocation agreement or other arrangement in effect prior to Seller as the Closing (whether or not written) with respect to a Pre-Closing Periodcase may be).

Tax Indemnification. (ai) Subject to Section 13.3Seller shall, without duplication, indemnify, defend and hold Buyer and its Affiliates harmless from and against all Losses from liabilities for Pre-Closing Taxes; provided that, notwithstanding the foregoing, Seller shall not be required to indemnify, defend or hold harmless Buyer or any of its Affiliates (including the Transferred Company) from any Loss on account of any liability for Taxes (i) to the extent attributable to a Buyer Tax Act, (ii) that are Transfer Taxes, (iii) to the extent such Taxes were taken into account in determining Working Capital or (iv) to the extent that Seller paid such Taxes in accordance with Section 7.06(a)(iii). For purposes of this Section 7.06, “Buyer Tax Act” shall mean (A) a breach by Buyer or its Affiliates (including the Transferred Company) of any of its covenants or agreements in this Agreement, (B) any election under federal, state, local or non-U.S. Tax Law effective for any Pre-Closing Tax Period (and the costs attributable to any such election shall be borne solely by Buyer) that is made after the Closing Date, ASC except for any such election required by Law as in effect at the time of Closing, including as a result of a determination within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or non-U.S. Tax Law), and (C) any other action taken outside of the Ordinary Course of Business on the Closing Date after the Closing; adopting or changing any Tax accounting method or period with respect to any Pre-Closing Tax Period; filing any amended Tax Return of the Transferred Company relating to any Pre-Closing Tax Period; filing any Tax Return of the Transferred Company outside the Ordinary Course of Business relating to any Pre- Closing Tax Period; making any voluntary disclosure with respect to Taxes or Tax Returns of the Transferred Company or otherwise voluntarily approaching a Governmental Entity with respect to Taxes or Tax Returns of the Transferred Company relating to any Pre-Closing Tax Period; applying for purposes any Tax ruling that affects the Pre- Closing Tax Period; consenting to any extension or waiver of the limitation period 79 applicable to any Tax claim or assessment relating to any Pre-Closing Tax Period; entering into any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of applicable state, local or non-U.S. Law) with respect to any Taxes or Tax Returns relating to any Pre-Closing Tax Period; or assuming or agreeing to indemnify any liability for Taxes of another Person. Notwithstanding anything to the contrary in the foregoing clause (C), the actions described in clause (C) do not include an election described in clause (B), any action expressly required by the terms of this Article XI only, Agreement or any action contemplated or undertaken in accordance with Section 7.06. (ii) Buyer and its Affiliates (including the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and Transferred Company) shall indemnify, defend and hold Seller and its Affiliates harmless from and against all (A) liabilities for Taxes of or in respect of the Buyer Transferred Company or the Transferred Assets relating to a Post-Closing Period, and (B) liabilities for Transfer Taxes. (iii) In the case of any Straddle Tax Period: (A) Any Taxes imposed in respect of the Transferred Assets and the Companies and reimburse periodic Taxes of the Buyer Transferred Company that are not based on income or receipts (e.g., property or ad valorem Taxes) for the Pre-Closing Tax Period shall be pro-rated between the Pre-Closing Tax Period and the Companies Post- Closing Tax Period in the same ratio as the number of days in the Pre- Closing Tax Period bears to the number of days in the Post-Closing Tax Period; and (B) Taxes of the Transferred Company for the following TaxesPre-Closing Tax Period, to the extent that other than Taxes described in Section 7.06(d)(iii)(A) above, shall be computed as if such Taxes have not been paid Tax period ended as of the Closing Date and are not reflected in the determination close of Working Capital: (i) all Taxes imposed business on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and provided that 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 of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return determinations made on a consolidatedtime basis, combinedsuch as depreciation, affiliated, unitary or similar basis for shall be pro-rated on a taxable year or period beginning before the Closing Date; per diem basis. (iv) Taxes or other costs of Seller’s obligation to make an indemnity payment pursuant to this Section 7.06(d) shall be reduced by the Buyer Indemnitees payable as a result amount of any inaccuracy in or breach refunds of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required with respect to be made Pre- Closing Tax Periods to the extent received after the Closing Date by the Companies Buyer or any of their respective Subsidiaries its Affiliates (including the Transferred Company) and not remitted to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect Seller prior to the date on which Seller is otherwise required to make the applicable indemnity payment hereunder. (v) The indemnification obligations under Section 7.06(d)(i) shall survive the Closing until the date that is thirty (whether 30) days after the expiration of the applicable statute of limitations (including extensions or not writtenwaivers) with respect to a Pre-Closing Period.the assessment of the Taxes subject to the indemnification obligation, and shall thereafter expire and be of no force or effect. (e)

Tax Indemnification. (ai) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes other provisions of this Article XI onlySection 9, the “Tax Indemnifying Party”)Sellers and the Optionholders agree, shall be responsible forjointly and severally, shall pay or cause to be paid, and shall indemnify, defend and hold each Buyer Indemnitee harmless from any Loss suffered or paid, directly or indirectly, as a result of, in connection with, or arising out of, without duplication, (A) all liability for Taxes of the Buyer Company and the Companies and reimburse the Buyer and the Companies its Subsidiaries for the following TaxesPre-Closing Tax Period, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (iB) all liability for income or value added Taxes that may be imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies Company or any of their respective its Subsidiaries files or has filed being a Tax Return on member of a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes group of corporations or other costs taxpayers at any time prior to the Closing, (C) all liability for Taxes of any other Person that may be imposed on the Buyer Indemnitees payable Company or any of its Subsidiaries as a result of being a successor to such other Person for Tax purposes prior to the Closing, (D) all liability for Taxes for which the Sellers and the Optionholders are liable pursuant to Section 10(m) of this Agreement in excess of the Additional Tax Amount, (E) any inaccuracy in or breach of any representation or warranty made set forth in Section 3.17 3(k) (provided that in determining the amount of this Agreement a Loss as a result of, in connection with or any arising out of a breach of any covenant contained such representation or warranty, but not in this Article XIdetermining whether a breach of any such representation or warranty has occurred, without duplication; all such representations and warranties that are qualified as to materiality or by reference to a Material Adverse Effect shall be deemed not so qualified), (vF) any Taxes or other payments required to be made after the Closing Date failure by the Companies Company (prior to the Closing), the Sellers or the Optionholders to perform any of their respective covenants or agreements herein relating to Taxes, (G) the inclusion of any Irish R&D Tax Credit in the calculation of the Final Tax Liabilities Amount to the extent such Irish R&D Tax Credit is not realized by the receipt of cash by the Company or one of its Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the date that is six (6) months following the Closing Date and (whether or not writtenH) with respect the inclusion of any payments made to a Pre-Closing Period.relevant Taxing Authority in the calculation of the Final Tax Liabilities Amount to the extent such Taxing Authority does not offset such payments against the Company’s or any of its Subsidiaries’ Tax liabilities for the relevant taxable period; provided, however, that the Sellers shall not be liable to indemnify the Buyer Indemnitees under this Section 9(c) for Taxes described in each of clauses (A) through (F) above to the extent that amounts in respect of such Taxes have been discharged or have been adequately reflected as a liability in accordance with GAAP in the Final Tax Liabilities Amount; provided further that the Sellers shall not be liable to indemnify Buyer Indemnitees under this Section 9(c) for Taxes described in each of clauses (A) through (F) above which are imposed under the laws of the Republic of Ireland to the extent that: Table of Contents

Tax Indemnification. (a) Subject to Section 13.3Upon the terms and conditions of this Agreement, from and after if the Closing Date, ASC (for purposes of this Article XI onlyoccurs, the Sellers (each, a “Seller Tax Indemnifying Party”), shall be responsible forjointly and severally, shall pay or cause to be paid, and shall indemnify each Purchaser Tax Indemnified Party and agree to protect, save and hold each Purchaser or Business Subsidiary, and their respective Affiliates and the stockholders, members, general partners, limited partners, officers, directors, and employees of each of them (in each case, other than the Sellers) (any such person entitled to indemnification hereunder, a “Purchaser Tax Indemnified Party”) harmless from and against any and all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to (including costs incurred in the good faith contest of the imposition, assessment or assertion of): (i) all Taxes of the Business Subsidiaries allocable to a Pre-Closing Period; (ii) all Taxes of the Sellers or of a Relevant Group that includes a Business Subsidiary and ARM or an Affiliate of ARM that is not a Business Subsidiary, (iii) all Taxes allocable to a Pre-Closing Period of any Relevant Group that includes only Business Subsidiaries, (iv) all Taxes relating to the Business or the Business Assets for any period or portion of a period ending on or prior to the Closing Date, (v) all Taxes of any Person for which a Business Subsidiary is liable (W) under Treasury Regulations Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Law) with respect to a consolidated, combined, unitary or similar Tax group of which such Business Subsidiary, or a predecessor thereof, was a member prior to the Closing Date or on the Closing Date prior to the Closing, (X) as a transferee or successor by operation of Law, where such Business Subsidiary became a transferee or successor simultaneous with (if the transaction giving rise to such transferee or successor liability was arranged by a Seller) or prior to the Closing, (Y) by contract, where such contract was entered into simultaneous with (if the entry into such contract was arranged by a Seller ) or prior to the Closing or (Z) otherwise, where such Business Subsidiary’s liability is the result of circumstances prior to the Closing, (vi) all Taxes resulting from a Permitted Section 338 Election, an Announced Restructuring Action or an Other Transaction Restructuring Action, (vii) a failure of a representation or warranty set forth in Section 4.11 hereof, or a Tax-related representation or warranty of a Seller set forth in Annex B, to be true on the date hereof or on the Closing Date (as determined without regard to any qualifiers contained in such representation or warranty or in the introductory language to Section 4.11 relating to knowledge or materiality, whether expressed by reference to “Knowledge,” “material” or “Business Material Adverse Effect” or otherwise) or a breach of a covenant or agreement set forth in Section 6.05(c) or 6.20 hereof or a Tax-related covenant or agreement set forth in Annex C, (viii) the failure of any Relevant Group, Business Subsidiary or Asset Seller to timely file or provide to any Person or to otherwise comply with any requirements relating to a Tax Return, which failure, in the case of a Business Subsidiary or a Relevant Group that includes only Business Subsidiaries, occurs prior to the Closing, (ix) any Transfer Taxes for which Sellers are responsible pursuant to Section 12.07 hereof, (x) the remitting to a governmental authority or other appropriate person of amounts withheld by a Business Subsidiary from a payment prior to the Closing, where (a) the liability to so remit was not treated as a Current Liability actually taken into account in determining Final Working Capital and (b) the amount withheld and retained was not actually excluded from being treated as a Current Asset in determining Final Working Capital, (xi) any liability of a Purchaser for Taxes of another Person as a result of the transfers provided for herein (including any liability with respect to Taxes as a result of any failure to comply with any bulk sales or similar Law of any Governmental Authority), (xii) any failure of Sellers to comply with the provisions of this Article XII, (xiii) any liability imposed on any Purchaser as a result of making payments under Article III hereof to ARM, rather than to ARMCo or another Seller, (xiv) any liability imposed on a Purchaser or an Affiliate of a Purchaser as a result of its having made a payment to ARM or an Affiliate of ARM under Section 8.02, Section 8.08, Section 8.09, Section 8.10 and Section 8.11 hereof, rather than having made such payment to ARM or another ARM Affiliate (if the payment was made to an Affiliate of ARM) or to an Affiliate of ARM (if the payment was made to ARM, if the payee was specified by ARM or an Affiliate of ARM (other than a Business Subsidiary (except, prior to the applicable China Closing, a China Subsidiary)) or specifically required by this Agreement), (xv) any liability imposed on a Purchaser or an Affiliate of a Purchaser as a result of a payment being made under the Escrow Agreement to ARM, rather than an Affiliate of ARM, if the payee was specified by ARM or an Affiliate of ARM (other than a Business Subsidiary (except, prior to the applicable China Closing, a China Subsidiary)) or specifically required by this Agreement or the Escrow Agreement, (xvi) any Tax cost to a Purchaser Tax Indemnified Party arising from a distribution by a China Subsidiary after the Closing, where (a) such distribution was paid, directly or indirectly, to a China Equity Seller or an Affiliate of a China Equity Seller and (b) such cost was not taken into account in reducing the amount of Cash deemed to be an Excluded Asset held by such China Subsidiary; (xvii) any Taxes imposed by China or a political subdivision thereof on service fees or income imposed on any Purchaser Tax Indemnified Party as a result of its activities under the China Interim Agreement, (xviii) any net Tax cost to a Purchaser or any Affiliate of a Purchaser as a result of the arrangements provided for in the China Escrow Agreement, (xix) any Tax imposed in connection with the payments or transfers provided for in Section 8.02, Section 8.08, Section 8.09, Section 8.10 and Section 8.11 hereof, (xx) any Tax imposed in connection with the transactions described in the Cash Management Plan, other than (a) income Taxes imposed on interest on loans put in place and not retired as a result of such Cash Management Plan and (b) any capital duty taxes imposed in connection with such loans, other than capital duty taxes imposed in connection with the entering into of such loans, (xxi) any Brazil Income Taxes relating to the Brazil Business or the Brazil Business Assets and allocable (under the principles of Section 12.05 hereof) to a taxable period or portion of a taxable period ending on or prior to the Brazil Closing Date and (xxii) all Taxes arising from the ownership, sale or disposition of the Augsburg Property or any other Excluded Assets or from a payment provided for in Section 6.22. Notwithstanding the foregoing, the Seller Tax Indemnifying Parties will not indemnify, defend and or hold harmless any Purchaser Tax Indemnified Party for (1) Taxes attributable to any action of a Business Subsidiary or a Purchaser taken on the Buyer Closing Date simultaneous with or after the Closing, that is (i) outside the Ordinary Course of Business, (ii) neither provided for in this Agreement (with actions provided for in this Agreement including, without limitation, (a) such acts as may be undertaken to comply with the covenants set forth in Section 6.20 hereof, (b) the termination of Tax sharing agreements or arrangements as provided for in Section 12.04(e), (c) the actions provided for in Section 6.14 and 6.15, (d) all Restructuring Actions (e) actions required by Section 8.02, Section 8.08, Section 8.09, Section 8.10, Section 8.11 or the Cash Management Plan and (f) such actions as a Purchaser and Seller may agree with respect to after signing, and (iii) not arranged by Sellers or any of their Affiliates (an action described in this sentence, a “Purchaser Tax Act”), (2) Taxes arising from the sale by ArvinMeritor Emissions Technologies GmbH of ArvinMeritor Emissions Technologies Kft pursuant to this Agreement and the Companies and reimburse distribution by ArvinMeritor Emissions Technologies GmbH, in connection with the Buyer and Closing, of the Companies for the following Taxesproceeds of such sale as a distribution in respect of its shares, except to the extent that such Taxes have not been paid as result from a failure of the Closing Date and are not reflected a representation or warranty set forth in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; Section 4.11(hh), (ii) with respect or (jj) to taxable years be true or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result breach of the operations covenant set forth in Section 6.20(f) hereof, (3) Taxes arising from the distribution by ArvinMeritor Emissions Technologies GmbH, in connection with the Closing, of the Companiesproceeds from a securitization arranged as part of Purchaser’s direct or indirect financing of acquisitions provided for herein, which Taxes are allocable except to the portion extent that such Taxes result from a failure of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made set forth in Section 3.17 of this Agreement 4.11(hh), (ii) or any (jj) to be true or a breach of any the covenant contained set forth in this Article XISection 6.20(f) hereof, without duplication; and or (v4) any Taxes costs of contesting an item described in the preceding sentence incurred at the direction of a Purchaser or a Purchaser Affiliate after a Seller Tax Indemnifying Party has agreed to pay the full amount of such item without further contest, other payments required to be made after than any such costs associated with the Closing Date by making of such payment or the Companies or any termination of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Periodrelated proceeding.

Tax Indemnification. The Sellers shall --------------- ------------------- severally indemnify the Parent and the Buyer and their affiliates (aincluding the Company and its Subsidiaries) Subject and each of their respective directors, officers, employees, stockholders, agents and other representatives against and hold them harmless from (i) any liability for Taxes of the Company or its Subsidiaries for any Pre-Closing Tax Period (except to Section 13.3, from the extent such taxable period began before and continues after the Closing Date, ASC (in which case such indemnity will cover only that portion of any such Taxes that are for purposes of this Article XI only, the “Pre-Closing Tax Indemnifying Party”Period), (ii) any liability for Taxes of the Sellers and (iii) any liability for reasonable legal, accounting, appraisal, consulting or similar fees and expenses for any item attributable to any item in clause (i) or (ii) above (collectively, a "Tax Loss"). The Seller's indemnification obligations under this Section 9(a) shall be responsible for, shall pay or cause limited to be paidthe excess of amounts reserved (if any) for payment of Taxes set forth in the Closing Balance Sheet. The Parent and the Buyer shall, and after the Closing shall indemnifycause the Company and its Subsidiaries to, defend jointly and severally indemnify each Seller and its affiliates and each of their respective employees, agents and representatives against and hold them harmless from any liability for Taxes and other Tax Losses of the Buyer and Company or its Subsidiaries for any taxable period ending after the Companies and reimburse the Buyer and the Companies for the following Taxes, Closing Date (except to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or began before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, in which Taxes are allocable to the case such indemnity will cover only that portion of any such Taxes that are not for the Pre-Closing Tax Period). In the case of any taxable year period that includes (but does not begin or period ending on end on) the Closing Date (an “Interim a "Straddle 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 of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period."):

Tax Indemnification. (a) Subject to Following the Closing, Seller shall indemnify Purchaser and its Affiliates (including the Acquired Companies) and hold them harmless from: (i) all Liability for Taxes of the Acquired Companies for any Pre-Closing Tax Period (including, for avoidance of doubt, any withholding Taxes resulting from the issuance of an equity interest in any of the Acquired Companies); (ii) all Liability (as a result of Treasury Regulations Section 13.31.1502-6(a) or otherwise, from and whether arising before, at or after the Closing) for Taxes of any Person that is or was a member of any affiliated, consolidated, combined or unitary group of which any of the Acquired Companies is or was a member during any Pre-Closing Date, ASC Tax Period; (iii) any breach by Seller or any of its Affiliates (except for purposes breaches by the Acquired Companies after the Closing) of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay (A) any representation or cause to be paid, warranty set forth in Section 3.18 (as if such representation or warranty were made on and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date without giving effect to any materiality or Material Adverse Effect qualifier or any supplement to the Seller Disclosure Letter) or in any certificate delivered pursuant to Section 7.06 or (B) any covenant or agreement contained in Article VII; and are not reflected (iv) all Liability for reasonable legal fees and any reasonable costs and expenses attributable to any item in the determination of Working Capital: clauses (i) all through (iii). Notwithstanding the foregoing, Seller shall not have any indemnification obligation for (i) any Liability for Taxes imposed on attributable solely to a breach by Purchaser or any of its Affiliates (except for breaches by the Acquired Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred Closing) of any covenant or agreement contained in Article VII; (ii) any Liability for Taxes on any subpart F income attributable to collectively hereinafter as “the Acquired Companies for the Pre-Closing Periods”)Tax Period as calculated under Section 951 of the Code to the extent such income exceeds the subpart F income attributable to the Acquired Companies for the Pre-Closing Tax Period as calculated on a closing of the books basis; (iii) any Liability for Taxes of any member of any affiliated group of corporations (as defined in Section 1504 with respect to which the Acquired Companies specifically established and identified a reserve relating to such Liability on the face of the Codebalance sheets of the applicable Acquired Companies (rather than in any notes thereto) with which the Companies or any as of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; or (iv) any Liability for Taxes attributable solely to any action taken on or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies Purchaser or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity its Affiliates (except for actions of the Acquired Companies on or allocation agreement or other arrangement in effect prior to the Closing Closing) or any transferee thereof (whether other than any such action expressly required or not written) with respect to a Pre-Closing Periodcontemplated by this Agreement).

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of Except as otherwise provided in this Article XI onlyVII, the “Tax Indemnifying Party”)PGH and PMH shall indemnify GEFA, shall be responsible for, shall pay or cause to be paidits Affiliates, and shall indemnify, defend the PGH Subsidiaries (each a "GEFA INDEMNITEE") against and agrees to hold each GEFA Indemnitee harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capitalfrom: (i) all Taxes any Tax of any PGH Subsidiary related to a Pre-Closing Tax Period; (ii) any Tax imposed on the Companies or the Buyer any PGH Subsidiary as a result of being or having been before the operations Second Closing Date a member of the Companies an affiliated, consolidated, combined, unitary or similar group, or a party to any agreement or arrangement; (iii) any amount payable as a result of being party to any Tax Sharing Agreement or with respect to the payment of any amount of the type described in clause (i) or (ii) above as a result of any existing express or implied obligation (including, but not limited to, an indemnification obligation); (iv) if any of the Section 338 Elections provided for in Section 7.7 are made, any Taxes attributable to the deemed sale of assets or other deemed transactions pursuant to any such elections; (v) any increase in Taxes (for any taxable year period, including a Post-Closing Tax Period) resulting from adjustments to or changes in Tax items relating to any of the PGH Subsidiaries for any taxable period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Second Closing Date, all Taxes imposed on the Companies whether such adjustments or the Buyer as changes are voluntarily made or are required by a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”)Taxing Authority; (iiivi) Taxes the breach of any member of any affiliated group of corporations representation, warranty or covenant in this Article VII (as defined in Section 1504 of for this purpose, the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any qualification as to materiality); (vii) any liability (including any Costs, within 119 127 the meaning of Section 10.2(a), associated therewith) resulting from any representation made in Section 3.17 by any member of this Agreement the PGH Group or any breach of its agents to any purchaser of group increasing whole life insurance policies guaranteeing or warranting the anticipated Tax benefits of owning such insurance contracts, including, but not limited to, the availability of any covenant contained in this Article XI, without duplicationinterest deduction under Sections 163 and 264(a)(3) of the Code for any policy indebtedness; and (vviii) any Taxes Costs (within the meaning of Section 10.2(a)) arising out of or other payments required incident to be made after the Closing Date by the Companies imposition, assessment or any assertion of their respective Subsidiaries to any Person under any Tax sharingor increase in Tax or breach described in this Section 7.6(a); provided, indemnity or allocation agreement or other arrangement however, that there shall be no duplicative recovery hereunder. GEFA agrees to cooperate as reasonably requested with PGH and PMH in effect prior preparing to defend against the Closing (whether or not written) with respect to a Pre-Closing Periodimposition of such Taxes by any Taxing Authority.

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, Except to the extent that such Taxes have not been paid treated as of the Closing Date and are not reflected a Current Liability in the determination calculation of Closing Working Capital: , Seller and the Seller Related Parties, jointly and severally, shall indemnify each Buyer Indemnitee and hold them harmless from and against (without duplication) (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect any Loss attributable to any taxable year breach of or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or 3.22; (ii) any Loss attributable to any breach by Seller or Seller’s violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (iii) all Taxes of any covenant contained in this Article XI, without duplicationthe Company for all Pre-Closing Tax Periods; and (iv) all Taxes of Seller for all taxable periods; (v) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or other payments required successor liability or by contract, relating to be made after an event or transaction occurring before the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing Date; and (whether or not writtenvi) with respect to a all Straddle Periods, all Taxes of the Company that are allocable to the Pre-Closing Tax Period. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Notwithstanding anything to the contrary herein, (A) the Buyer Indemnitees’ sole remedy for Losses with respect to breaches of any of the representations and warranties contained in Section 3.22 (other than Section 3.22(k), (l), (m) or (o)) shall be limited to Taxes of the Company for Pre-Closing Tax Periods (together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith); (B) the Buyer Indemnitees shall not be entitled to any indemnification for Losses with respect to Taxes resulting from any transactions occurring on the Closing Date after the Closing outside the ordinary course of business; (C) the Buyer Indemnitees shall not be entitled to any indemnification for Losses with respect to Taxes arising out of or attributable to the breach by a Buyer of any of its covenants, agreements, undertakings or obligations in this Agreement regarding Tax matters; and (D) the Buyer Indemnitees shall not be entitled to any indemnification for Losses with respect to Taxes to the extent such Taxes shown due and owing were taken into account as liabilities in computing the Closing Working Capital.

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), The Sellers shall be responsible for, shall pay or cause to be paid, for and shall indemnify, defend indemnify and hold harmless the Buyer Indemnitees harmless from and the Companies and reimburse the Buyer and the Companies for the following Taxesagainst, without duplication, any Losses arising out of or relating to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes attributable to or imposed on the Companies or the Buyer as a result of the operations of the Companies Purchased Entities with respect to any taxable year or period ending on or before the Closing DateDate and the portion of any Straddle Period ending on or before Closing Date (a “Pre-Closing Tax Period”); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes for which any 51 Purchased Entity is liable under Treasury Regulation Section 1.1502-6 (or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharingsimilar provision of state, indemnity local or allocation agreement foreign Law), as transferee or other arrangement successor, by Contract or otherwise, in effect prior to the Closing each case, (whether or not writtenx) with respect to a Pre-Closing Period.Tax Period or (y) by reason of being a member of a consolidated, affiliated, combined or other group for Tax purposes, entering into a Contract or any other action taken at any time before the Closing; (iii) Taxes arising from any breach of any representation or warranty made by the Sellers in Section 4.16 of this Agreement (provided, that solely with respect to the calculation of the Losses (and not for purposes of determining breach) arising out of or related to any such inaccuracy or breach, in each case, any qualifier in any such representation or warranty as to materiality, Material Adverse Effect or words of similar import shall be disregarded); (iv) Taxes arising from any breach by any Seller of any covenant contained in this Agreement; (v) any withholding Taxes imposed in connection with the transactions contemplated by this Agreement that Buyer did not withhold pursuant to Section 2.5 of this Agreement, (vi) any amount required to be included by Buyer or any of its Affiliates (including the Purchased Entities after the Closing Date) in income under Section 951(a) of the Code with respect to a Purchased Entity to the extent such inclusion is attributable to a Pre-Closing Tax Period of such Purchased Entity (the amount of such inclusion to be determined using a closing of the books method) and (vii)

Tax Indemnification. Except to the extent taken into account in determining the Final Working Capital, Sellers hereby agree, jointly and severally, to be liable for and to indemnify and hold Buyer and its Affiliates (aincluding the Companies) Subject to Section 13.3and their respective stockholders, from officers, directors, employees, agents and after the Closing Date, ASC assigns (for purposes of this Article XI onlycollectively, the “Tax Indemnifying PartyBuyer Indemnified Parties”), shall be responsible for, shall pay or cause to be paid) harmless from and against, and shall indemnify, defend and hold harmless pay to the Buyer Indemnified Parties the amount of, any and the Companies and reimburse the Buyer and the Companies for the following Taxesall losses or damages resulting from, to the extent arising out of, or incurred with respect to, any claims that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: may be asserted by any party, based on, attributable to, or resulting from (i) all Taxes imposed on the Companies of or the Buyer as a result of the operations of the Companies with respect to the Companies (or any predecessors thereof) or attributable to the Purchased Assets (A) for any taxable year or period ending on or before the Closing Date; , (iiB) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to for the portion of such taxable year or period any Straddle Tax Period ending at the close of business on the Closing Date (an “Interim Period”determined as provided in Section 6(e)(iv) and Section 6(e)(v)) and for the avoidance of doubt including any trade Tax (Interim Periods Gewerbesteuer) triggered on the level of Infraserv due to the transactions contemplated by this Agreement; and (C) for any taxable years period ending after the Closing Date to the extent additional VAT is levied based upon Section 1 para. 1a 3rd sentence, Sections 15(a) or periods that end 17 of the German VAT Act and is related to supplies made or received prior to the Closing Date; (ii) the failure of any of the representations and warranties contained in Section 3(m) to be true and correct (determined without regard to any qualification related to materiality contained therein) or the failure to perform any covenant contained in this Agreement with respect to Taxes; (iii) any Seller Taxes; and (iv) any liability or obligation provided for under Section 75, 73 of the German General Tax Code (Abgabenordnung) or Section 1 (para. 1a of the German VAT Act) or any similar provision which relates to Taxes incurred by Sellers or the Companies in a taxable period or portion thereof ending on or prior to the Closing Date being referred Date. By way of clarification, with respect to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes any losses or damages arising out of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on matter that constitutes both a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any a representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XIand an Excluded Liability, without duplication; such losses and (v) any Taxes or other payments required damages shall be treated as an Excluded Liability and Sellers’ indemnification obligation hereunder shall not require Sellers to be made after indemnify the Closing Date by Buyer Indemnified Parties against the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Periodsame losses and damages twice.

Tax Indemnification. In addition to the indemnification obligations in ARTICLE 9 (but without duplication), each Member will, on a pro- rata basis according to the aggregate consideration received by such Member, indemnify, exonerate and hold free and harmless each Buyer Indemnified Person from, against and in respect of any and all Losses, whether or not involving a Third Party Claim incurred or suffered by the Buyer Indemnified Persons or any of them as a result of, arising out of or directly or indirectly relating to: (a) Subject to Section 13.3, from and after all Taxes (or the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as non-payment thereof) of the Closing Date and are not reflected in the determination of Working Capital: (i) Company for all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period periods ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before Date and the portion through the end of the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or for any Tax period ending on that includes (but does not end on) the Closing Date (an “Interim Pre-Closing Tax Period”), (b) (Interim Periods and all Taxes of any taxable years member of an affiliated, consolidated, combined or periods that end unitary group of which the Company is or was a member on or prior to the Closing Date being referred Date, including pursuant to collectively hereinafter as “PreTreasury Regulation Section 1.1502-Closing Periods”); 6 or any analogous or similar Legal Requirement, (iiic) any and all Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of Person imposed on the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable Company as a result of any tax sharing agreement, arrangement, or understanding or as a transferee or successor, by contract, or otherwise (with respect to transactions, actions or events occurring on or before the Closing), (d) any breach of, or inaccuracy in or breach of in, any representation or warranty made by the Company or a Member in Section 3.17 this Agreement relating to Taxes, or (e) any breach or violation of any covenant or agreement by the Company or a Member in or pursuant to this Agreement or any Ancillary Agreement relating to Taxes; provided, however, that (A) the Members will be liable for Taxes pursuant to this Section 10.1 above only to the extent such Taxes exceed the amount, if any, reserved for such Taxes on the final Working Capital statement and reflected in the final purchase price as determined for tax purposes and (B) no Member will be liable for any Taxes attributable for actions taken by the Buyer or the Company after the Effective Time, provided such actions are not in the Ordinary Course of Business and not otherwise contemplated by this Agreement . For the avoidance of doubt, no provision under ARTICLE 9 will limit the obligations of the Members with respect to any Tax Indemnity Claims brought pursuant to this ARTICLE 10. In addition to the indemnification obligations in ARTICLE 9 (but without duplication), the Buyer will indemnify, exonerate and hold free and harmless each Member from, against and in respect of any and all Losses, whether or not involving a Third Party Claim incurred or suffered by such Member or any of them as a result of, arising out of or directly or indirectly relating to any breach or violation of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date agreement by the Companies Buyer in or pursuant to this Agreement or any of their respective Subsidiaries Ancillary Agreement relating to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing PeriodTaxes.

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) Without duplication of any right to recovery herein, the Seller Parties shall indemnify the Buyers and their Affiliates (including the Foreign Subsidiaries) (a “Tax Indemnified Buyer”) and hold them harmless from all Liability for (1) Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Foreign Subsidiary for all Pre-Closing Date; Taxable Periods (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to including the portion of such taxable year or period the Straddle Period ending on the Closing Date Date), (an “Interim Period”2) without duplication, Taxes imposed on a Tax Indemnified Buyer arising out of a breach of representation or warranty set forth in Section 5.16, or a failure of any such representation or warranty to be true, or breach of a covenant or agreement set forth in this Section 7.7, (Interim Periods and 3) without duplication, any taxable years Liability for Taxes of any member of any consolidated, combined or periods that end unitary or aggregate group of which any Foreign Subsidiary is or has been a member on or prior to the Closing Date being referred Date, including pursuant to collectively hereinafter Treasury Regulation Section 1.1502-6 (or any corresponding or similar provision of state, local or foreign Tax Law), (4) any Taxes of any other Person imposed on any Foreign Subsidiary as “a transferee or successor, by contract or otherwise, (5) any breach by the Seller Parties of the covenant set forth in Section 9.14, (6) without duplication, the India Tax Liability, (7) any Liability resulting from the failure by the Sellers or their Affiliates to comply with any bulk sales, bulk transfer or similar Laws with respect to the operation of the Business during any Pre-Closing Periods”Taxable Period (but specifically excluding any such Liability relating to the Transactions); , (iii8) without duplication, any Taxes that are Excluded Liabilities, (9) without duplication, any Taxes resulting from any Affiliate Liability described in Section 7.3, including any Taxes attributable to the actions or arrangements effecting the transfer, extinguishment or termination of any member of any affiliated group of corporations (Affiliate Liability as defined in contemplated by Section 1504 of the Code) with which the Companies 7.3, whether such actions or any of their respective Subsidiaries files arrangements are undertaken prior to, on, or has filed a Tax Return on a consolidatedsubsequent to, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) , but not including Taxes resulting from such actions or arrangements taken by the Buyers or their Affiliates which are not pursuant to a written request of, or consent by, a Seller Party or other costs Wilton Company, which consent shall not be unreasonably withheld, (10) without duplication, any taxes that are the responsibility of the Buyer Indemnitees payable Sellers pursuant to Section 2.4, and (11) all Liability for reasonable legal fees and expenses attributable to any item in clauses (1) through (10) of this paragraph (f); in each case, in excess of the amount of the Liability for Taxes that was included as a result Current Liability in Closing Working Capital. Indemnification pursuant to this Section 7.7(f) shall be subject to the limitations set forth in Sections 8.3, 8.6 and 8.7 which are, by their terms, applicable to this Section 7.7(f), but shall not, for the avoidance of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XIdoubt, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries subject to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement limitations set forth in effect prior to the Closing (whether or not written) with respect to a Pre-Closing PeriodArticle 8.

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working CapitalDate: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.

Tax Indemnification. (a) Subject to Section 13.3Sellers shall indemnify each Company, its Subsidiaries, Buyer, and each Buyer Affiliate and hold them harmless from and after the Closing Dateagainst without duplication, ASC (for purposes of this Article XI onlyany loss, the “Tax Indemnifying Party”)claim, shall be responsible forliability, shall pay expense, or cause other damage attributable to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) a breach of Sellers’ representations and warranties contained in Section 4(k) above; (ii) all Taxes imposed on the Companies (or the Buyer as a result non-payment thereof) of the operations of the Companies with respect to any taxable year or period each Company and its Subsidiaries for all Taxable periods ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before Date and the portion through the end of the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or for any Taxable period ending on that includes (but does not end on) the Closing Date (an “Interim Pre-Closing Tax Period”), (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which either Company or any of its Subsidiaries (Interim Periods and or any taxable years predecessor of any of the foregoing) is or periods that end was a member on or prior to the Closing Date being referred Date, including pursuant to collectively hereinafter Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iv) any and all Taxes of any person (other than a Company and its Subsidiaries) imposed on either Company or any of its Subsidiaries as “Pre-Closing Periods”a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (i); , (ii), (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; and (iv) above, Sellers shall be liable only to the extent that Buyers are required to pay any Taxes or other costs that are the responsibility of Sellers and only in the amount such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Balance Sheet (rather than in any notes thereto) and taken into account in determining the Purchase Price Adjustment. Sellers shall reimburse Buyer Indemnitees payable as a result for any Taxes of any inaccuracy either Company or its Subsidiaries which are the responsibility of Sellers pursuant to this Section 9(a) in or breach of any representation or warranty made the manner set forth in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period8(e).

Tax Indemnification. (a) Subject to Section 13.3As set forth in greater detail in Article VII, CBC shall indemnify LCNB and its Affiliates and hold them harmless from and after against, any Loss, claim, liability, expense, or other damage attributable to (i) all Taxes of the Bank for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Bank (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, ASC including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar law or regulation, and (for purposes iii) any and all Taxes of this Article XI onlyany Person (other than the Bank) imposed on the Bank as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the “Tax Indemnifying Party”Closing; provided that, in the case of each of clauses (i), (ii) and (iii) above, CBC shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, liable only to the extent that such Taxes are in excess of the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Most Recent Balance Sheet of the Bank, as such reserve is adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the Bank; and provided further that CBC shall have not been paid as of no obligation to indemnify LCNB or its Affiliates for any Taxes resulting from any transactions occurring on the Closing Date and after the Closing outside the ordinary course of business. LCNB shall indemnify CBC and its Affiliates and hold them harmless from and against, any Loss, claim, liability, expense, or other damage attributable to Taxes of the Bank for any Pre-Closing Tax Period, but only to the extent that such Taxes are not reflected in excess of the determination of Working Capital: amount, if any, reserved for such Taxes (iexcluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) all Taxes imposed on the Companies or the Buyer as a result Most Recent Balance Sheet of the operations Bank, as such reserve is adjusted for the passage of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before time through the Closing Date in accordance with past custom and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result practice of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing PeriodBank.

Tax Indemnification. (a) Subject to Section 13.3, from and after After the Closing Date, ASC each Cable Parent, with respect only to its formerly owned or controlled HoldCo Entities and their respective Subsidiaries and (for purposes in the case of this Article XI only, the “Tax Indemnifying Party”)TCI) TCI Partner, shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend indemnify and hold harmless Sprint, the Buyer HoldCo Entities, TCI Partner, their Subsidiaries (if any) and the Companies each of their respective affiliates, successors and reimburse the Buyer assigns from and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies against any Tax liability with respect to any Pre-Closing Non-Consolidated Return and with respect to any Tax liability for the Pre-Closing Tax Period on a Post-Closing Return (determined by treating the Closing Date as the last date of the taxable year or period) and with respect to any Non-Return Taxes attributable to the portion of the period ending covered by any payment of such Taxes which ends on or before the Closing Date; Date (ii) with respect to taxable years determined on a pro rata basis based upon the number of days covered by such payment which are on or periods beginning before the Closing Date and ending after the Closing Datetotal number of days covered by such payment), all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companiesin each case, which Taxes are allocable to the portion of extent such taxable year amount exceeds any amount previously paid to Sprint, the HoldCo Entities, TCI Partner, or period ending on the Closing Date their Subsidiaries (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 of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not writtenif any) with respect to such Tax pursuant to Section 7.3 or 7.5, as applicable. Each Cable Parent shall pay such amounts as it is obligated to pay to Sprint or the HoldCo Entities, TCI Partner or their Subsidiaries (if any) within 10 calendar days after payment of any applicable Tax liability by Sprint or the HoldCo Entities, TCI Partner, or their Subsidiaries (if any) and to the extent not paid by each Cable Parent within such 10-day period, the amount due shall thereafter include interest thereon at a Prerate per annum equal to the "overpayment rate" under Section 6621(a) of the Code (the "Overpayment Rate"), adjusted as and when changes to such Overpayment Rate shall occur, compounded semi-annually. Each Cable Parent shall indemnify and hold harmless Sprint and the HoldCo Entities, TCI Partner and their Subsidiaries (if any) and each of their respective affiliates, successors and assigns, from and against (i) any Tax liability for periods prior to and including the Closing Period.Date resulting from the HoldCo Entities, TCI Partner, or their Subsidiaries (if any) which such Cable Parent formerly owned or controlled being severally liable for any Taxes of any consolidated group of which any of the HoldCo Entities, TCI Partner, or their Subsidiaries (if any) are or were members pursuant to Treasury Regulations

Tax Indemnification. (a) Subject to Section 13.3, The Sellers jointly and severally shall indemnify the Buyer Indemnified Parties and hold them harmless from and after the Closing Dateagainst, ASC (for purposes of this Article XI onlyany Loss, the “Tax Indemnifying Party”)claim, shall be responsible forliability, shall pay expense, or cause other damage attributable to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes (or the non-payment thereof) imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any Company for all taxable year or period periods ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the portion through the end of the day prior to the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such Date for any taxable year or period ending on that includes (but does not end on) the Closing Date (an “Interim Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (Interim Periods and or any taxable years predecessor of the foregoing) is or periods that end was a member on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); Date, (iii) Taxes of any member of person imposed on the Company as a transferee or successor, by contract or pursuant to any affiliated group of corporations (as defined in Section 1504 of the Code) with law, rule or regulation, which the Companies Taxes relate to an event or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning transaction occurring before the Closing Date; , and (iv) Taxes or other costs breach of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made representations in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; 3.24 and (v) any Excluded Taxes. The applicable Buyer Indemnified Party shall provide a notice of claim for indemnification hereunder to Sellers’ Representative, which notice shall include evidence that such tax has been due and/or has been paid. Sellers shall indemnify the Buyer Indemnified Party within 5 days after receipt of notice. In the Sellers’ discretion, the Sellers may request such Buyer Indemnified Party to file a claim for refund with respect to such indemnified Taxes. Sellers shall bear the expenses of preparing and prosecuting such refund action. To the extent a refund with respect to such indemnified Taxes or other payments required paid by the Sellers is actually recovered by a Buyer Indemnified Party, such Buyer Indemnified Party shall pay such refund to be made after the Sellers’ Representative within a reasonable time of receipt. The Sellers’ obligation to indemnify the Buyer Indemnified Parties pursuant to this Section 6.02(a) shall survive the Closing Date by until thirty (30) days following the Companies or any expiration of their respective Subsidiaries the applicable statute of limitations; provided, that, if the Buyer Indemnified Parties provide the Sellers with notice of a claim to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect indemnify prior to the Closing (whether end of such period, the Sellers will still be obligated to indemnify the Buyer Indemnified Parties for such claim. Notwithstanding anything contained herein to the contrary, the Buyer Indemnified Parties shall be entitled to dollar-for-dollar indemnification from the first dollar and shall not be subject to the Sellers’ Basket or not written) with respect to a Pre-Closing Periodthe Indemnity Cap Amount in seeking indemnification under this Section 6.02(a).

Tax Indemnification. (a) Subject to Section 13.3, from From and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), Effective Time Holders shall be responsible for, shall pay or cause to be paid, severally and shall not jointly in accordance with their respective Pro Rata Portions indemnify, defend and hold harmless each Parent Indemnified Person from, against and in respect of any and all Losses that constitute or that result from, arise out of or relate to, directly or indirectly (a) Taxes (or the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as non-payment thereof) of the Closing Date and are not reflected in the determination of Working Capital: (i) Company Group for all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period periods ending on or before the Closing Date; Date and the portion through the end of the Closing Date for any taxable period that includes (iibut does not end on) the Closing Date (“Pre-Closing Tax Period”), (b) any Taxes of the Company Group or Parent with respect to taxable years an adjustment under 481(a) of the Code (or periods beginning before any corresponding or similar provision of state or local law) by reason of a change in method of accounting from the Closing Date cash and ending after receipts method to the Closing Date, all Taxes imposed on the Companies accrual method made or the Buyer required to be made as a result of the operations Contemplated Transaction; (c) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Companies, which Taxes are allocable Company Group is or was a member on or prior to the portion Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar Legal Requirement and (d) any and all Taxes of such taxable year or period ending any Person imposed on the Company Group for any period as a transferee or successor, by Legal Requirement, by Contractual Obligation, or otherwise with respect to a transaction or event occurring on or prior to the Closing Date Date; (an “Interim Period”e) all Taxes of any Person imposed on the Company Group as a result of any tax sharing agreement (Interim Periods other than customary agreements or arrangements with customers, vendors, lessors, lenders and any taxable years the like or periods other agreements that end do not relate primarily to Taxes) entered into on or prior to the Closing Date being referred to collectively hereinafter as “for any Pre-Closing Periods”)Tax Period; (iiif) Taxes one half of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplicationall transfer Taxes; and (vg) any all Taxes or other payments described in Section 2.03 (Withholding); provided, that the Effective Time Holders will not be required to be made after the Closing Date by the Companies or reimburse Parent for any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior such Taxes to the extent reflected as a Liability in the calculation of Closing (whether Net Working Capital, or not written) with respect to a Pre-included in the Company Transaction Expenses or the amount of Closing PeriodIndebtedness as set forth on the Final Closing Balance Sheet.

Tax Indemnification. (ai) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and Seller shall indemnify, defend and hold harmless the Buyer and the Companies its Affiliates harmless from and reimburse the Buyer and the Companies against all liability for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (iA) all Taxes imposed on the Companies Transferred Company, or for which the Buyer Transferred Company may otherwise be liable, as a result of having been a member of an Affiliated Group (including Taxes for which the Transferred Company may be liable pursuant to Treasury Regulations Section 1.1502-6 or 1.338(h)(10)-1(d)(2) and any Taxes resulting from the Transferred Company ceasing to be a member of any Affiliated Group), (B) Taxes imposed on the Transferred Company, or for which the Transferred Company may otherwise be liable, for any Pre-Closing Tax Period (including (x) any Taxes attributable, relating, or with respect, to any transfer, assignment and/or conveyance contemplated by Section 6.07 and (y) any Taxes as a result of, or relating or attributable to, any obligation of the Transferred Company under any Tax allocation, Tax indemnity or Tax sharing agreement entered into prior to the Principal Closing, or as a result of the operations Transferred Company being a transferee or successor in a transaction occurring prior to the Principal Closing), (C) Taxes that are Excluded Liabilities, (D) Taxes arising out of, attributable to, relating to, or resulting from, a breach by Seller or its Affiliates of any of its covenants or agreements in this Agreement, (E) any Taxes resulting from any action of Seller or any of its Affiliates (including prior to the Companies Principal Closing Date, the Transferred Company) that causes the Section 338(h)(10) Election to be invalid and (F) any Taxes described in Section 2.02(i); provided, however, that Seller’s indemnity obligation for Taxes pursuant to this Section 7.08(d) shall be reduced by the amount of any refunds of Taxes with respect to any taxable year or period ending on or before Pre-Closing Tax Periods to the Closing Date; (ii) with respect to taxable years or periods beginning before extent received after the Applicable Closing Date by Buyer or any of its Affiliates (including the Transferred Company) and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable not remitted to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or Seller prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with date on which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments Seller is required to be made after make the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, applicable indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Periodpayment hereunder.

Tax Indemnification. (a) Subject to Section 13.3, from AT&T’s Indemnification of the Company. From and after the Closing Dateand without duplication, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), AT&T shall be responsible for, shall pay or cause to be paid, liable for and shall indemnify, defend and hold harmless indemnify the Buyer and the Companies and reimburse the Buyer and the Companies Company for the following Taxes, to the extent that such Taxes have not been paid as all Losses arising out of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes attributable to, imposed on, or for which the Company may otherwise be liable (including, without limitation, Taxes for which the Company may be liable under Treasury Regulation 1.1502-6 or comparable provision of foreign, state, local or provincial Law) for events occurring or periods ending on or before the Companies or the Buyer as a result of the operations of the Companies Closing and, with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing DateClosing, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on and including the Closing Date including, in each case, the Transactions; and (an “Interim Period”ii) (Interim Periods and any taxable years breach of representation or periods that end on or prior warranty set forth in Section 3.8 of this Agreement. [Media One]MediaOne of Colorado shall be entitled to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) any refund of Taxes of the Company received by the Company or any member of any affiliated an affiliated, consolidated, combined or unitary group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed Company is a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made member after the Closing Date (a “Company Group”) for such periods net of Taxes payable by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement Company or other arrangement in effect prior to the Closing (whether or not written) member of a Company Group with respect to the receipt or accrual thereof and the Company or other member of a Pre-Company Group shall cause such refund, net of any Taxes imposed on such refund amount, to be paid to [Media One]MediaOne of Colorado promptly following any receipt thereof by the Company or other member of a Company Group. Table of Contents (b) The Company’s Indemnification of AT&T. From and after the Closing Periodand without duplication, the Company shall be liable for and indemnify AT&T and its Affiliates for the Taxes of the Company attributable to periods (or portions thereof) ending after the Closing other than those for which the Company is indemnified by [Media One of Colorado]AT&T under Section 14.1(a) of this Agreement. From and after the Closing, the Company shall be entitled to any refund of Taxes of the Company other than those refunds described in Section 14.1(a) and [AT&T]MediaOne of Colorado or any member of an affiliated, consolidated, combined or unitary group of which MediaOne of Colorado is a member (a “MediaOne of Colorado Group”) shall cause such refund to the extent received by MediaOne of Colorado or any other member of a MediaOne of Colorado Group, net of any Taxes imposed on such refund amount, to be paid to the Company promptly following any receipt thereof by [Media One]MediaOne of Colorado or other member of a MediaOne of Colorado Group.

Tax Indemnification. (a) Subject to Section 13.3Seller shall defend, indemnify and hold harmless Purchaser and its respective Affiliates, directors, officers, managers, managing members, members, stockholders, agents, successors and permitted assigns (“Purchaser Tax Indemnified Persons”), from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paidagainst, and shall indemnify, defend and hold harmless the Buyer and the Companies pay and reimburse the Buyer foregoing persons for, any and the Companies for the following Taxes, all adverse consequences relating to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capitalor arising out of: (i) all Taxes imposed on the Companies of Seller or the Buyer as a result any of the operations of the Companies with respect to any Targets for all taxable year or period periods ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as IAED (for the avoidance of doubt Purchaser shall be responsible for all Taxes following the IAED) (the “Pre-Closing PeriodsIAED Tax Period”); (iiiii) all Taxes of any member Person (other than any of the Targets) imposed on any of the Targets as a transferee or successor, by contract or pursuant to any Laws, which Taxes relate to an event or transaction occurring before the IAED; (iii) any Tax for which any of the Targets are held liable by reason of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or Targets being included in any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, combined or unitary group of Seller or similar basis for a taxable year or period beginning before its Affiliates prior to the Closing DateIAED; (iv) all Taxes of Seller or other costs any of the Buyer Indemnitees payable as a result Targets incurred in connection with or resulting from the Restructuring; (v) any Tax for which any of any inaccuracy in the Targets are held liable by reason of the direct, indirect or constructive transfer of contracts, legal rights and other assets (including, but not limited to, license rights and license application rights) from Primary License SPE to Secondary License SPE; and (vi) the breach of any representation or and warranty made contained in Section 3.17 4.10 of this Agreement. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement or (including any breach of real property transfer Tax and any covenant contained in this Article XI, without duplication; other similar Tax) (the “Transfer Taxes”) shall be borne and (vpaid by the Seller when due. The Person(s) required to do so by applicable law shall timely file any Taxes Tax Return or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) document with respect to a Pre-Closing Periodsuch Taxes or fees (and Purchaser shall cooperate with respect thereto as necessary).

Tax Indemnification. (a) Subject to Section 13.3Parent and Seller shall, jointly and severally, indemnify, save and hold the Buyer Indemnified Persons harmless from and after the Closing Dateagainst any and all Losses incurred in connection with, ASC (for purposes of this Article XI onlyarising out of, the “Tax Indemnifying Party”), shall be responsible for, shall pay resulting from or cause incident to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all any Taxes imposed on the Companies or the Buyer as a result of any of the operations of Company and the Companies Company Subsidiaries with respect to any taxable Tax year or period portion thereof ending on or before the Closing Date; Date (ii) with respect to taxable years or periods for any Tax year beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on to the Companies or extent allocable (as determined in the Buyer as a result of the operations of the Companies, which Taxes are allocable following sentence) to the portion of such taxable year period beginning before and ending on the Closing Date), (ii) the unpaid Taxes of any Person (other than any of the Companies and the Company Subsidiaries) 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, and (iii) any breach of the representations and warranties set forth in Section 3.18; provided that neither Parent nor Seller shall have any liability for the payment of a Loss in respect of Taxes under this Section 5.4(a) to the extent that such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheets included with the Audited Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the Companies and the Company Subsidiaries in filing their Tax Returns, unless such Taxes are part of a reserve for Taxes which is excluded from the calculation of Working Capital Liabilities. 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 (a “Straddle Period”), the portion of such Tax that relates to the portion of such Straddle 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 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 (iiiii) Taxes in the case of any member of any affiliated group of corporations (as defined in Section 1504 of Tax based upon or related to income or receipts, be deemed equal to the Code) with amount which would by payable if the Companies or any of their respective Subsidiaries files or has filed a relevant Tax Return period ended on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 , provided, that for purposes of this Agreement or sentence any breach transactions occurring in the ordinary course of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made business on the Closing Date after the Closing Date by shall be treated as having occurred on the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to day after the Closing (whether or not written) with respect to a Pre-Closing PeriodDate. For purposes of this Section 5.4(a), the provisions of Section 8.4 shall apply.

Tax Indemnification. (ai) Subject to Section 13.3, from and after If the Closing Dateoccurs, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), Dover shall be responsible for, shall pay or cause to be paid, liable for and shall indemnify, defend indemnify and hold harmless the Buyer Indemnified Parties from and against all Losses attributable to (A) Taxes imposed on the Acquired Companies or for which the Acquired Companies are liable for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and reimburse including the Closing Date, (B) Taxes imposed on any of the Acquired Companies pursuant to Treasury Regulation Section 1.1502-6 or similar provision of state or local Law solely as a result of such Acquired Company having been a member at any time on or before the Closing Date of a Consolidated Tax Group, (C) Taxes and all associated costs with respect to the matter listed on Schedule 5.1(a) (the “VAT Issue”) and (D) all Taxes that constitute Excluded Liabilities; provided, however, that Dover shall not be liable for or pay, and shall not indemnify the Buyer Indemnified Parties from and the Companies for the following Taxesagainst, any Losses attributable to (x) any Taxes to the extent of the amount taken into account in the determination of Closing Date Working Capital, (y) any Taxes imposed on the Acquired Companies or any other Buyer Indemnified Parties, or for which any of them is otherwise liable, (exclusive of any Taxes for which the Acquired Companies are liable pursuant to clause (B)), that such are either Section 338(h)(10) Taxes have or any other Taxes that result from any actual or deemed election, or from Buyer, any Affiliate of Buyer, or any of the Acquired Companies engaging in any activity or transaction not been paid contemplated by this Agreement, in either case that would cause the transactions contemplated by this Agreement to be treated for Tax purposes as a purchase or sale of assets of any of the Acquired Companies that are treated as corporations for applicable income Tax purposes and (z) any Taxes imposed on any of the Acquired Companies as a result of transactions occurring on the Closing Date not in the Ordinary Course of Business that are properly allocable to the portion of the Closing Date and are not reflected after the Closing (Taxes described in this proviso, the determination “Excluded Taxes”). Dover shall be entitled to any refund of Working Capital: (ior credit for) all Taxes imposed on the Companies for which it is liable under this Agreement or the Buyer as a result of the operations of the Companies with respect allocable to any taxable year or period ending that ends on or before the Closing Date; (ii) Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, except to the extent such refund or credit was taken into account as an asset in the determination of Closing Date Working Capital; provided, further, in no event shall Buyer carry back any tax item attributable to any taxable years year or periods beginning period that commences after the Closing Date (or any Straddle Period) to any taxable year or period that ends on or before the Closing Date and ending after without the Closing Date, all Taxes imposed on the Companies or the Buyer as a result prior written consent of the operations of the CompaniesDover, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods consent shall not be unreasonably withheld, and any taxable years or periods that end on or prior refund attributable to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes any such carry back of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for item attributable to a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made commencing after the Closing Date by the Companies or (and any of their respective Subsidiaries refund attributable to any Person such carry back of any item attributable under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior Section 5.1(a)(iii) to the portion of a Straddle Period beginning after the Closing (whether Date) shall be for the account of Buyer. Buyer shall, and shall cause its Affiliates to, reasonably cooperate with Dover to secure any refund or not written) credit to which Dover is entitled, including through the filing of amended Tax Returns, provided that Dover shall promptly reimburse Buyer for all reasonable, out of pocket costs and expenses incurred by Buyer and its Affiliates in connection with respect to a Pre-Closing Periodsuch activities.

Tax Indemnification. (a) Subject Notwithstanding any provision to Section 13.3, from and after the Closing Date, ASC (for purposes of contrary contained in this Article XI onlyAgreement, the “Tax Indemnifying Party”)Sellers, shall be responsible forjointly and severally, shall pay or cause agree to be paid, and shall indemnify, defend and hold harmless the Buyer each Purchaser Indemnitee and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: its successors on an after-tax basis against (i) all Taxes imposed on the Companies Taxes, losses, claims and expenses resulting from, arising out of, or the Buyer as a result of the operations of the Companies incurred with respect to, any claims that may be asserted by any party based upon, attributable to, or resulting from the failure of any representation or warranty made pursuant to any taxable year or period ending on or before Section 3.12 of this Agreement to be true and correct as of the Closing Date; (ii) with respect all Taxes imposed for the Overlap Period for which the Sellers are liable pursuant to taxable years or periods beginning before the Closing Date and ending after the Closing Date, Section 6.2(b) hereof; (iii) all Taxes imposed on the Companies Company or any of its Subsidiaries, or for which the Purchaser or the Buyer Company may be liable, as a result of any transaction contemplated by this Agreement, except for the portion of Transfer Taxes for which the Purchaser is responsible pursuant to Section 6.2(c); (iv) all Taxes imposed on the Sellers or any Person (other than the Company and its Subsidiaries) in which any of the Sellers or any of their respective Affiliates has or had at any time a direct or indirect majority equity interest for any taxable year or other taxable period; (v) all Taxes imposed on or asserted against the properties, income or operations of the Company or its Subsidiaries, or for which the Company or any of its Subsidiaries may otherwise be liable, for all Pre-Closing Periods; (vi) Taxes (if any) incurred by the Sellers, the Company, any Subsidiary of the Company or the Purchaser as a result of the operations Trumac Sale; provided, however, that with respect to (i) and (ii) above, the Seller shall not be liable with respect to Taxes included in the calculation of the Companies, which Taxes are allocable Current Liabilities to the portion extent the inclusion of such taxable year or period ending on Taxes results in an actual reduction in the Closing Date (an “Interim Period”) (Interim Periods Working Capital. A Purchaser Indemnitee shall promptly give the Sellers written notice of all Taxes, losses, claims and any taxable years or periods that end on or prior expenses which such Purchaser Indemnitee has reasonably determined may give rise to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes a right of any member of any affiliated group of corporations (as defined in indemnification under this Section 1504 6.7, including a computation of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs amount of the Buyer Indemnitees payable as a result claimed indemnification with sufficient detail and particularity to enable the Sellers to reasonably determine the amount of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments such required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Periodindemnification.

Tax Indemnification. (a) Subject Except to Section 13.3, from and after the extent included as a liability in determining the Closing Date, ASC (for purposes of this Article XI onlyWorking Capital, the “Tax Indemnifying Party”), Company Securityholders shall be responsible for, shall pay or cause liable for and covenant to be paidpay, and pursuant to Article VIII shall indemnifyreimburse each Parent Indemnitee from the Escrow Account, defend the amount of any and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, all Losses incurred by such Parent Indemnitee (except to the extent that such Taxes have not been which are being claimed as Losses were paid as of prior to the Closing Date and are not reflected in the determination of Working CapitalDate) as a result of: (i) all Taxes imposed on of the Companies Company and each Subsidiary for any Pre-Closing Tax Period (net of any Tax refunds); (ii) all Taxes that the Company or the Buyer any Subsidiary is liable for (including under Treasury Regulation Section 1.1502-6 or any similar provision of state, local, or non-U.S. Laws) solely as a result of the operations being a member of the Companies with respect to any taxable year (or period ending leaving) an affiliated, consolidated, combined, or unitary Tax group on or before the Closing Date; (iiiii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on of any other Person that the Companies Company or any of the Buyer Subsidiaries is liable for as a result of the operations of the Companiestransferee liability, which Taxes are allocable successor liability, or a contractual obligation, in each case, that is attributable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing DatePeriod; (iv) all Taxes or other costs of the Buyer Indemnitees payable as resulting from a result of any inaccuracy in or breach of any a representation or warranty made contained in Section 3.17 of this Agreement 3.9 or any breach of any a covenant contained in this Article XI, without duplicationSection 5.10; and (v) any Transfer Taxes for which the Company Securityholders are responsible pursuant to Section 5.10(i); provided, however, that the Company Securityholders shall not be liable for and shall have no responsibility to indemnify any Parent Indemnitee for any amount under this Section 5.10(a) with respect to any Taxes of the Company or other payments required Subsidiary for any Pre-Closing Tax Period to be made the extent such Taxes arose as a result of an action, election, activity or failure of Parent, Newco, the Surviving Corporation, any Subsidiary, or an Affiliate of the foregoing that is outside the ordinary course of business and not contemplated by this Agreement on the Closing Date or in a Post-Closing Tax Period (including the portion of a Straddle Period beginning after the Closing Date by the Companies or any of their respective Subsidiaries to any Person as determined under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing PeriodSection 5.10(b)(ii)).

Tax Indemnification. (a) Subject to Section 13.3, from From and after the Closing Date, ASC subject to the limitations set forth in Section 7.05 and the provisions of Section 7.09, Sellers, jointly and severally, shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, stockholders, members, partners, agents and representatives and their respective successors and assigns (for purposes of this Article XI only, the “Tax Indemnifying PartyPURCHASER INDEMNITEES”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend ) against and hold them harmless from (i) all liability for Taxes of the Buyer Company and the Companies and reimburse the Buyer and the Companies its Subsidiaries for the following TaxesPre-Closing Tax Period, (ii) all liability for Taxes of the Company and its Subsidiaries for the Straddle Period or the Post-Closing Tax Period to the extent that such Taxes have not been paid as the relevant action which causes the Tax occurred in a Pre-Closing Period (excluding a Pre-Closing period injection of capital which results in a reduction of the Closing Date tax losses carry forwards), (iii) all liability for Income Taxes of Sellers or any other Person which is or has been affiliated with Sellers (other than the Company or any of its Subsidiaries), and are not reflected (iv) all liability for reasonable legal fees and expenses attributable to any item in the determination of Working Capital: clauses (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); through (iii) above. Notwithstanding the foregoing, Sellers shall not indemnify and hold harmless a Purchaser Indemnitee from any liability for Taxes of attributable to any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies action taken on or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies Purchaser, any of its Affiliates (including the Company or any of their respective Subsidiaries to its Subsidiaries), or any Person under transferee of Purchaser or any Tax sharing, indemnity of its Affiliates (other than any such action expressly required by Applicable Law or allocation agreement by this Agreement) (a “PURCHASER TAX ACT”) or other arrangement in effect prior to the Closing (whether or not written) with respect attributable to a Pre-Closing Periodbreach by the Purchaser of its obligations under this Agreement.

Tax Indemnification. (a) Subject to Section 13.3The Company Stockholders, severally in accordance with their respective Pro Rata Portions and not jointly, shall indemnify the Surviving Company and Purchaser and hold them harmless from and after against without duplication, any Losses, claim, liability, expense, or other damage attributable to (i) all Taxes (or the non-payment thereof) of the Company and its Subsidiaries for all taxable periods ending on or before the Closing DateDate and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), ASC (for purposes ii) all Taxes of this Article XI onlyany member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member at or prior to the Effective Time, including pursuant to Treas. Reg. ss. 1.1502-6 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 the Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that (A) in the case of clauses (i), (ii), and (iii) above, the “Tax Indemnifying Party”), Company Stockholders shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, liable only to the extent that such Taxes have not been paid as of exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and taken into account in calculating the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect Capital pursuant to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication1.13; and (vB) the Company Stockholders shall not be liable for any Taxes attributable to actions not in the ordinary course of business and not contemplated by this Agreement taken by Purchaser or other payments required to be made the Company after the Closing Date by Effective Time. The Company Stockholders shall, severally and not jointly, be liable to Purchaser for such Company Stockholder's Pro Rata Portion of any Taxes of Company or its Subsidiaries that are the Companies or any responsibility of their respective Subsidiaries Company Stockholders pursuant to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.this

Tax Indemnification. (a) Subject Except to Section 13.3the extent of any Taxes that were taken into account in the determination of Closing Adjusted Net Working Capital, from and after the Closing DateClosing, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause Parent Seller agrees to be paid, and shall indemnify, defend save and hold harmless the Buyer Purchaser Indemnitees from and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: against all (i) all Taxes of any Tax Group Member with respect to any Pre-Closing Tax Period (other than Purchaser Taxes), (ii) Taxes arising out of or related to the breach of any covenants in this Article IX, (iii) Taxes imposed on the Companies or the Buyer any Tax Group Member as a result of the operations being a member of the Companies with respect to any taxable year a consolidated, combined, unitary or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end similar group on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes Date, by reason of the Liability of any member of any affiliated group of corporations Tax Group Member pursuant to U.S. Treasury Regulation Section 1.1502-6(a) (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files predecessor or has filed a Tax Return on a consolidated, combined, affiliated, unitary successor thereof or any analogous or similar basis for a taxable year or period beginning before the Closing Date; provision under any Applicable Law) and (iv) Taxes arising out of or other costs related to any breach of the Buyer Indemnitees payable representations and warranties set forth in Section 4.17 (to the extent not indemnifiable pursuant to clauses (i), (ii) or (iii) above); provided, however, that unless otherwise provided under Applicable Law, the Liability of Sellers under this Section 9.03 for property Taxes shall reflect Sellers’ direct and indirect percentage ownership in the relevant Tax Group Member or Non-Tax Group Member. Subject to Section 9.08, Parent Seller shall not be liable for or pay for any Taxes that are imposed on Parent Seller or any Affiliate of Parent Seller, or any Tax Group Member as a result of any inaccuracy in actions taken or breach of any representation or warranty elections made in Section 3.17 of this Agreement by Purchaser or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made Tax Group Member after the Closing Date by the Companies (collectively, “Purchaser Taxes”); provided, however, Purchaser Taxes shall not include, and Parent Seller shall remain liable for, any Taxes imposed on Parent Seller, any Affiliate of Parent Seller or any Tax Group Member, (x) where the actions taken or elections made by Purchaser or such Tax Group Member are required by Applicable Law and consented to by Sellers, such consent not to be unreasonably withheld, or (y) result from any Section 338(h)(10) Election made in accordance with Section 9.08. Notwithstanding anything to the contrary in this Agreement, Sellers shall not indemnify Purchaser Indemnitees for Taxes of their respective Subsidiaries to any Acquired Company for any Post-Closing Tax Period unless such Taxes result from adjustments of the Code (or any corresponding or similar provision of state, local or foreign Income Tax law) resulting from a breach of the representation in Section 4.17(j). No Party shall have any responsibility or obligation for the Taxes of any Person under any that is neither a Tax sharingGroup Member nor a Non-Tax Group Member, indemnity or allocation agreement or other arrangement except as specifically set forth in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Periodthis Section 9.03.

Tax Indemnification. Seller and Seller’s Equityholders, jointly and severally, shall indemnify, exonerate and hold free and harmless each Buyer Indemnified Person from and against any Losses (including Tax filing preparation costs) resulting from, arising out of or relating to (and without regard to the fact that any one or more of the items referred to in this Section 10.1 may be disclosed by Seller or the Company in any disclosure schedule or in any documents included or referred to therein or may be otherwise known to Buyer on the date hereof or the Closing Date): (a) Subject to Section 13.3, from any and after all Taxes (or the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as nonpayment thereof) of the Closing Date Company and are not reflected in the determination of Working Capital: (i) its Subsidiaries for all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period periods ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before Date and, as determined under Section 10.3, the partial period through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (each, a “Pre-Closing Tax Period”), (b) any and ending after all Taxes for a Pre-Closing Period of any member of an affiliated, consolidated, combined or unitary group of which the Company or its Subsidiaries is or was a member prior to the Closing Date, or on the Closing Date immediately prior to the Closing, including pursuant to Treasury Regulations Section 1.1502-6 of any analogous or similar state, local or foreign Legal Requirements, (c) any and all Taxes of any Person imposed on the Companies Company or its Subsidiaries as a transferee or successor, by Contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Buyer Closing Date, (d) any and all Taxes of Seller for any taxable period or portion thereof, (e) any and all payroll and employment Taxes with respect to any compensatory payments made pursuant to or in accordance with this Agreement, (f) any and all Taxes attributable to the sale, assignment or distribution of the Excluded Assets, (g) the loss of any Tax benefits or attributes as a result of the operations non-deductibility of the Companies, which Taxes are allocable any payments made pursuant to any Company Plan due to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior failure to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments obtain valid shareholder approval required to be made after the Closing Date by the Companies or any terms of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.Section

Tax Indemnification. (ai) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and The Seller shall indemnify, defend and hold harmless Buyer from and against any and all costs, expenses (including reasonable attorneys', accountants', consultants' and experts' fees and expenses), other liabilities (including costs and fines), monetary obligations to third parties, expenditures, monetary judgments or awards payable or due to any other party that are imposed upon or otherwise incurred or suffered by the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxesrelevant Person ("Losses") asserted against, to the extent that such Taxes have not been paid as resulting to, imposed on, sustained, incurred or suffered by, or asserted against Buyer, directly or indirectly, by reason of the Closing Date and are not reflected in the determination of Working Capitalor resulting from: (i) all Taxes imposed on upon the Companies Seller Entities or the Buyer as a result of the operations of the Companies Controlled Entities with respect to any taxable year Pre-First-Closing Period, Pre-Second-Closing Period or period ending on Pre-Final-Closing Period, as applicable, , including any such Loss arising, directly or before indirectly, by reason of or resulting from any distribution or other transfer of the Closing Date; (ii) Seller Investments as contemplated by Section 6.01, other than with respect to taxable years or periods beginning before the Closing Date items contemplated by Treasury Regulationss.1.1502-76(b)(1)(ii)(B), and ending after the Closing Date, all Taxes imposed on incurred by the Companies Seller Entities or the Buyer Controlled Entities, other than with respect to items contemplated by Treasury Regulationss.1.1502-76(b)(1)(ii)(B), for any Straddle Period, as a result of the operations of the Companiesapplicable, which Taxes are allocable but only with respect to the portion of such taxable year or period Straddle Period ending on the close of the First Closing Date, Second Closing Date or Final Closing Date, as applicable, (an “Interim ii) all Taxes other than with respect to items contemplated by Treasury Regulationss.1.1502-76(b)(1)(ii)(B) imposed upon Buyer attributable to the OMEGA Assets with respect to any Pre-First-Closing Period”) (Interim Periods , attributable to the Wrap Assets with respect to any Pre-Second-Closing Period and attributable to the Final Closing Assets with respect to any Pre-Final-Closing Period, as applicable, and any taxable years or periods that end on or prior Straddle Period, but only with respect to the portion of such Straddle Period ending on the close of the Applicable Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); Date, (iii) any Taxes other than with respect to items contemplated by Treasury Regulationss.1.1502-76(b)(1)(ii)(B) imposed on any of the Controlled Entities underss.1.1502-6 of the Treasury Regulations attributable to any Pre-First-Closing Period, Pre-Second-Closing Period or Pre-Final-Closing Period, as applicable, and the portion of any member of any affiliated group of corporations (as defined in Section 1504 of Straddle Period ending on the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Applicable Closing Date; , (iv) Taxes or other costs of the Buyer Indemnitees payable as a result portion of any inaccuracy in or breach Transfer Taxes that are the responsibility of any representation or warranty made in Company pursuant to Section 3.17 3.03(a) of this Agreement or any breach of any covenant contained in this Article XIAgreement, without duplication; and (v) any Taxes breach or other payments required inaccuracy in any representation contained in Section 4.17 or (vi) any breach or failure by the Seller to perform (or cause to be made after the Closing Date by the Companies or performed) any of their respective Subsidiaries to any Person under any Tax sharing, indemnity the covenants or allocation agreement or other arrangement agreements set forth in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Periodthis Section 3.03.

Tax Indemnification. (a) Subject to Except as otherwise provided in this Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only9.1, the “Tax Indemnifying Party”)Sellers, on a joint and several basis, shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend indemnify and hold harmless the Buyer Indemnitees harmless against any and the Companies and reimburse the Buyer and the Companies for the following Taxes, all Losses other than Current Liabilities (to the extent that such Taxes have not been paid as of the Closing Date and are not reflected included in the determination of Working CapitalFinal Adjusted Closing Purchase Price) attributable to, resulting from or arising in connection with: (i) all Taxes imposed on of the Acquired Companies or the Buyer as a result of the operations of the Companies their Subsidiaries with respect to any taxable year period (or period portion thereof) ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as each, a “Pre-Closing PeriodsTax Period”); , (ii) Taxes of any other Person imposed on any of the Acquired Companies or their Subsidiaries attributable to such Acquired Company’s or any of its Subsidiaries’ being a member prior to Closing of an “affiliated group” (within the meaning of Section 1504(a) of the Code or any comparable provision of applicable state, local, or non-U.S. Tax law) that arise under Treasury Regulation Section 1.1502–6 or any comparable provision of applicable state, local or non-US Tax law, (iii) Taxes of any member of other Person imposed on any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Acquired Companies or their Subsidiaries as a transferee or successor, by contract or pursuant to any of their respective Subsidiaries files Law, rule, or has filed a Tax Return on a consolidatedregulation, combinedor otherwise, affiliated, unitary which Taxes relate to an event or similar basis for a taxable year or period beginning transaction occurring before the Closing Date; Closing, (iv) Taxes employer payroll Tax of Sellers, the Acquired Companies or other costs their Subsidiaries attributable to any payments made in connection with the transactions contemplated by this Agreement, in each case excluding, for the avoidance of doubt, any amounts included in Seller Transaction Expenses or paid in connection with the termination of any Business Employee by the Buyer or any Acquired Company after the Closing (provided, however, that this exclusion shall not effect any of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Buyer’s rights under Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI2.3), without duplication; and (v) any Transfer Taxes or other payments required to the extent of US Seller’s liability pursuant to Section 9.4. Notwithstanding anything to the contrary and for the avoidance of doubt, the Sellers shall not be made after liable to indemnify the Closing Date by the Companies Buyer or any of their respective Subsidiaries its Affiliates (1) pursuant to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) this Section 9.1 with respect to a Preclaims relating to Separation Costs or Severance Expenses, or (2) pursuant to the Agreement or any ancillary agreement with respect to claims relating to the amount, value or condition of any Tax asset or attribute of any of the Acquired Companies, including any adjustments under the unified loss rule of Treas. Reg. §1.1502-Closing Period36, or the ability of the Buyer or any of its Affiliates to utilize such Tax assets or attributes following the Closing.

Tax Indemnification. (a) Subject to Section 13.3Upon the terms and conditions of this Agreement, from and after if the Closing Date, ASC (for purposes of this Article XI onlyoccurs, the Sellers (each, a “Seller Tax Indemnifying Party”), shall be responsible forjointly and severally, shall pay or cause to be paid, and shall indemnify each Purchaser Tax Indemnified Party and agree to protect, save and hold each Business Subsidiary, Purchaser and their respective Affiliates and the stockholders, members, general partners, limited partners, officers, directors, and employees of each of them (in each case, other than the Sellers) (any such person entitled to indemnification hereunder, a “Purchaser Tax Indemnified Party”) harmless from and against any and all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to (including costs incurred in the good faith contest of the imposition, assessment or assertion of): (i) all Taxes of the Business Subsidiaries allocable to a Pre-Closing Period; (ii) all Taxes of the Sellers or of a Relevant Group that includes a Business Subsidiary and ARM or an Affiliate of ARM that is not a Business Subsidiary, (iii) all Taxes allocable to a Pre-Closing Period of any Relevant Group that includes only Business Subsidiaries, (iv) all Taxes relating to the Business or the Business 1-NY/2171027.1 56 Assets for any period or portion of a period ending on or prior to the Closing Date, (v) all Taxes of any Person for which a Business Subsidiary is liable (W) under Treasury Regulations Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Law) with respect to a consolidated, combined, unitary or similar Tax group of which such Business Subsidiary, or a predecessor thereof, was a member prior to the Closing Date or on the Closing Date prior to the Closing, (X) as a transferee or successor by operation of Law, where such Business Subsidiary became a transferee or successor simultaneous with (if the transaction giving rise to such transferee or successor liability was arranged by a Seller) or prior to the Closing, (Y) by contract, where such contract was entered into simultaneous with (if the entry into such contract was arranged by a Seller ) or prior to the Closing or (Z) otherwise, where such Business Subsidiary’s liability is the result of circumstances prior to the Closing, (vi) all Taxes resulting from a Permitted Section 338 Election, an Announced Restructuring Action or an Other Transaction Restructuring Action, (vii) a failure of a representation or warranty set forth in Section 4.11 hereof, or a Tax-related representation or warranty of a Seller set forth in Annex B, to be true on the date hereof or on the Closing Date (as determined without regard to any qualifiers contained in such representation or warranty or in the introductory language to Section 4.11 relating to knowledge or materiality, whether expressed by reference to “Knowledge,” “material” or “Business Material Adverse Effect” or otherwise) or a breach of a covenant or agreement set forth in Section 6.05(c) or 6.20 hereof or a Tax-related covenant or agreement set forth in Annex C, (viii) the failure of any Relevant Group, Business Subsidiary or Asset Seller to timely file or provide to any Person or to otherwise comply with any requirements relating to a Tax Return, which failure, in the case of a Business Subsidiary or a Relevant Group that includes only Business Subsidiaries, occurs prior to the Closing, (ix) any Transfer Taxes for which Sellers are responsible pursuant to Section 12.07 hereof, (x) the remitting to a governmental authority or other appropriate person of amounts withheld by a Business Subsidiary from a payment prior to the Closing, where (a) the liability to so remit was not treated as a Current Liability actually taken into account in determining Final Working Capital and (b) the amount withheld and retained was not actually excluded from being treated as a Current Asset in determining Final Working Capital, (xi) any liability of a Purchaser for Taxes of another Person as a result of the transfers provided for herein (including any liability with respect to Taxes as a result of any failure to comply with any bulk sales or similar Law of any Governmental Authority), (xii) any failure of Sellers to comply with the provisions of this Article XII and (xiii) any liability imposed on Purchasers as a result of making payments under Article III hereof to ARM, rather than to ARMCo or another Seller. Notwithstanding the foregoing, the Seller Tax Indemnifying Parties will not indemnify, defend and or hold harmless any Purchaser Tax Indemnified Party for (1) Taxes attributable to any action of a Business Subsidiary or Purchaser taken on the Buyer Closing Date simultaneous with or after the Closing, that is (i) outside the Ordinary Course of Business, (ii) neither provided for in this Agreement (with actions provided for in this Agreement including, without limitation, (a) such acts as may be undertaken to comply with the covenants set forth in Section 6.20 hereof, (b) the termination of Tax sharing agreements or arrangements as provided for in Section 12.04(e), (c) the actions provided for in Section 6.14 and 6.15, (d) all Restructuring Actions and (e) such actions as Purchaser and Seller may agree with respect to after signing, and (iii) not arranged by Sellers or any of their Affiliates (an action described in this sentence, a “Purchaser Tax Act”), (2) Taxes arising from the sale by ArvinMeritor Emissions Technologies GmbH of ArvinMeritor Emissions Technologies Kft pursuant to this Agreement and the Companies and reimburse distribution by ArvinMeritor Emissions Technologies GmbH, in connection with the Buyer and Closing, of the Companies for the following Taxesproceeds of such sale as a distribution in respect of its shares, except to the extent that such Taxes have not been paid as result from a failure of the Closing Date and are not reflected a representation or warranty set forth in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; Section 4.11(hh), (ii) with respect or (jj) to taxable years be true or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result breach of the operations covenant set forth in Section 6.20(f) hereof, (3) Taxes arising from the distribution by ArvinMeritor Emissions Technologies GmbH, in connection with the Closing, of the Companiesproceeds from a securitization arranged as part of Purchaser’s direct or indirect financing of acquisitions provided for herein, which Taxes are allocable except to the portion extent that such Taxes result from a failure of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made set forth in Section 3.17 of this Agreement 4.11(hh), (ii) or any (jj) to be true or a breach of any the covenant contained set forth in this Article XISection 6.20(f) hereof, without duplication; and or (v4) any Taxes costs of contesting an item described in the preceding sentence incurred at the direction of a Purchaser or a Purchaser Affiliate after a Seller Tax Indemnifying Party has agreed to pay the full amount of such item without further contest, other payments required to be made after than any such costs associated with the Closing Date by making of such payment or the Companies or any termination of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Periodrelated proceeding.

Tax Indemnification. The Principal Shareholder (aprovided, all amounts held pursuant to the Escrow Agreement, whether attributable to the Principal Shareholder or not, are subject to the claims of the Shareholder Indemnified Parties) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall for and pay or cause to be paid, and shall indemnify, defend save and hold harmless the Buyer Parent and the Companies Company (and reimburse the Buyer each of their respective Affiliates, successors and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date assigns) from and are not reflected in the determination of Working Capital: against (i1) all Taxes imposed on the Companies Company, or for which the Buyer as a result of the operations of the Companies Company is liable, with respect to any taxable year or period (A) all periods ending on or before prior to the Closing Date; , or (iiB) with respect to taxable years or periods any period beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable but only with respect to the portion of such taxable year or period ending on up to and including the Closing Date (an “Interim Period”to the extent such Taxes are not (i) (Interim Periods and any taxable years or periods that end paid by the Company on or prior to the Closing Date being referred Date, (ii) reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to collectively hereinafter as reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet, or (iii) taken into account in the determination of Partial-Month Net Income or Partial-Month Net Loss (in each case without duplication)) (such portion, a “Pre-Closing PeriodsPartial Period”); (iii2) to the extent not described in clause (1) of this sentence, any Taxes attributable to the Other Real Property Asset Distribution; (3) any Taxes attributable to the disallowance of any member item resulting in a Texarkana Tax Benefit (but only to the extent of the amount paid to the Principal Shareholder pursuant to Section 10.3(j)); and (4) any affiliated group costs or expenses with respect to the Taxes indemnified hereunder. The Parent shall be responsible for and pay and shall indemnify, save and hold harmless the Principal Shareholder (and each of corporations its respective Affiliates, successors and assigns) from and against (1) all Taxes imposed on the Acquired Companies, or for which any of the Acquired Companies is liable, with respect to all periods beginning after the Closing Date and, with respect to any Straddle Period, the Post-Closing Partial Period (as defined below) (but excluding, to the extent applicable, all Taxes described in Section 1504 clauses (2) and (3) of the Codepreceding sentence; and (3) any costs or expenses with respect to the Taxes indemnified hereunder. If, as a result of any action, suit, investigation, audit, claim, assessment or amended Tax Return, there is any change after the Closing Date in an item of income, gain, loss, deduction or credit or amount of Tax that results in an increase in a Tax liability for which the Companies Principal Shareholder would otherwise be liable pursuant to this Section 10.3(a), and such change results in a decrease in the Tax liability of any Acquired Company, Parent, or any of their respective Subsidiaries files Affiliate or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis successor thereof for a any taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by or for any Post-Closing Partial Period, which decrease would have resulted in a corresponding increase in the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement Cash Consideration had such decrease been properly reflected in effect prior to the Closing (whether Balance Sheet or Closing Income Statement, the Principal Shareholder shall not writtenbe liable pursuant to paragraph 10.3(a) with respect to such increase to the extent of such decrease (and, to the extent such increase in Tax liability is paid to a taxing authority by the Principal Shareholder, Parent shall pay Principal Shareholder an amount equal to such decrease as an indemnification payment). For purposes of this Section 10.3(a), any Taxes attributable to the disallowance of any deductions or credits that were taken into account in determining the amounts reflected in the Closing Balance Sheet or the Closing Income Statement shall be treated as Taxes with respect to the Pre-Closing PeriodPartial Period (regardless of the taxable period with respect to which such Taxes are actually imposed).

Tax Indemnification. (a) Subject to Section 13.3, from Seller Parties and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), Key Shareholders shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless indemnify the Buyer and its Affiliates and hold them harmless from and against Losses resulting from or attributable to (i) all Taxes (or the Companies non-payment thereof) of each Company (and reimburse any member of an Affiliated Group of which any Company is or was or a member on or prior to the Buyer Second Closing Date) for all Taxable periods ending on or before the Second Closing Date and the Companies portion through the end of the Second Closing Date for any Taxable period that includes (but does not end on) the following Second Closing Date (“Pre-Closing Tax Period”); (ii) any and all Taxes of any Person imposed on any Company (and any member of an Affiliated Group of which any Company is or was or a member on or prior to the Second Closing Date) as a transferee or successor, by Contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Second Closing; and (iii) any Taxes and other Losses for which any Company, Buyer, (and any member of an Affiliated Group of which any Company is or was or a member on or prior to the Second Closing Date) become liable as a result of the inaccuracy of any representation or warranty in Section 4.15 (Taxes) of this Agreement or in any certificate delivered by Target pursuant to Section 7.1(b) to the extent relating to Section 4.15 (Taxes), which liability and obligation will be joint and several (regardless of the identity of the party to whom such liability is attributable), but will be limited to the Seller Parties’ or Key Shareholder’s Pro Rata Percentage of such Taxes or Losses; provided, however, that (1) in the case of clause (i), Seller Parties and Key Shareholders shall be liable only to the extent that such Taxes have not been paid as exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing Date Balance Sheet (rather than in any notes thereto) and are taken into account in determining the adjustment of the Purchase Price under Section 2.5(a)(i) or (ii) in Working Capital calculations (“Working Capital Calculations”); (2) any indemnification shall be reduced by amounts advanced to the Tax Authorities for the Straddle Period (mikdamot) to the extent not reflected taken into account in the determination Working Capital Calculations; (3) any indemnification shall be reduced by any amounts of credit with respect to, or refund of, any Tax, which was not taken into account in the Working Capital: Capital Calculations; and (i4) all the Seller Parties shall not be required to indemnify Buyer for Taxes imposed on the of Companies or the Buyer as a result of a breach of Target or Buyer, or non compliance of Target or Buyer, occurring following the operations Second Closing, of any Law or Permit, including without limitation failure of Target to comply with requirements relating to preserving the “benefited enterprise” status of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable Target including as a result of any inaccuracy action or omission that creates any liability under the “benefitted enterprise” rules. The indemnification under this Article XI shall not be subject to any of the indemnification baskets, caps or other limitations set forth in Section 10.4 or breach elsewhere in this Agreement. If the Escrow Fund is exhausted, each of Seller Parties and Key Shareholders, will pay, reimburse and indemnify Buyer and each Company for such Person’s Pro Rata Percentage of any representation Losses that are the responsibility of Seller Parties or warranty made Key Shareholders pursuant to this Section 11.1 at least five (5) days prior to payment of such amounts by Buyer or any Company. For the avoidance of doubt, for purposes of this Section 11.1, the representations and warranties in Section 3.17 of 4.15 shall not be deemed qualified by any references to materiality. All indemnification payments under this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (vSection 11.1(a) any Taxes or other payments required to will be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior deemed adjustments to the Closing (whether or not written) with respect to a Pre-Closing PeriodPurchase Price.

Tax Indemnification. (a) Subject To the extent not remitted by the Responsible Common Equity Holders in accordance with Section 7.9(a)(i), subject to Section 13.39.2(b)(iii), each Responsible Common Equity Holder shall severally (to the extent of its Responsible Pro Rata Portion) but not jointly indemnify the Company, its Subsidiaries, Parent, and each Parent Affiliate (including the Surviving Corporation) and hold them harmless from and after against, any loss, claim, liability expense, or other damage attributable to (i) all Taxes of the Company and its Subsidiaries for all Pre-Closing Periods, (ii) all Taxes of any member of any affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, ASC including pursuant to Treasury Regulations §1.1502-6 or any similar state, local or foreign law or regulation, (iii) all Taxes of any person (other than the Company, its Subsidiaries and their respective predecessors) imposed on the Company or any of its Subsidiaries as a transferee or successor (by contract or pursuant to any law, rule or regulation), which Taxes relate to an event or transaction occurring before the Closing and (iv) the disallowance or other lack of availability of any Transaction Deductions for purposes of this Article XI onlyuse on a Post-Closing Tax Return (but only to the extent that the Common Equity Holders in fact were paid a Post-Closing Tax Benefit with respect to such Transaction Deductions); provided, however, the “Tax Indemnifying Party”)Responsible Common Equity Holders (A) shall not be liable for any Taxes attributable to transactions outside the ordinary course of business occurring after the Closing and not expressly contemplated by this Agreement, (B) shall otherwise be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, liable only to the extent that such Taxes have not been paid as of (x) exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing difference between book and Tax income) in the Closing Date Working Capital and are taken into account in determining the Final Adjustment Amount or (y) were not reflected taken into account in determining the determination amount of Working Capital: Merger Consideration pursuant to Section 2.1(d)(iii)(F), and (iC) all shall be entitled to offset the liability for Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of Period with any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy attributes arising in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing PeriodPeriod to the extent such Tax attributes have not been and will not be reflected in the Merger Consideration (and, for the avoidance of doubt, any such Tax attribute used to offset the Common Equity Holders’ obligations under this Section 7.9(g) without regard to this subclause (C) shall not provide the basis for any additional payment to the Common Equity Holders under this Agreement). The Responsible Common Equity Holders shall reimburse Parent for any Taxes of the Company and/or any of its Subsidiaries that are the responsibility of the Responsible Common Equity Holders pursuant to this Section 7.9 within five (5) Business Days after payment of such Taxes by Parent, the Company or its Subsidiaries.

Tax Indemnification. (ai) Subject to Section 13.3Except as otherwise provided herein, from and after the Closing DateClosing, ASC (for purposes of this Article XI onlySeller Parent agrees to defend, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend indemnify and hold harmless Purchaser and its Affiliates (including the Buyer Conveyed Subsidiaries and their Subsidiaries) from and against all liability, without duplication, for (1) Taxes of the Companies Conveyed Subsidiaries (and reimburse their Subsidiaries) for any Pre-Closing Tax Period (including any Taxes resulting from the Buyer Internal Restructurings or any of the transactions contemplated by Sections 2.4(b) and 6.2(c), Taxes that may not be known at the Companies time of the Closing or Taxes resulting from transfer pricing adjustments); (2) Taxes of Seller Parent and its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries) for the following Taxes, any Pre-Closing Tax Period to the extent that such arising directly from, or directly relating to, the Purchased Assets or the Business; (3) Taxes have not been paid as of another Person (other than the Closing Date Conveyed Subsidiaries and their Subsidiaries) for which the Conveyed Subsidiaries and their Subsidiaries are not reflected in the determination of Working Capital: liable (i) all Taxes imposed under Treasury Regulation Section 1.1502-6(a) (or a similar provision of state, local or foreign Law) due to joining in the filing of a Consolidated Tax Return with such Person on or before the Companies Closing (or the Buyer Deferred Closing, if applicable), (ii) as a result of being a transferee or successor of such Person, or otherwise, on or before or as a result of the operations of Closing (or the Companies with respect Deferred Closing, if applicable) pursuant to any taxable year Law or period ending (iii) pursuant to a Tax sharing or indemnity agreement or similar agreement (other than agreements or arrangements entered into in the ordinary course of business consistent with past practice as arm’s length commercial agreements or arrangements that do not relate primarily to Taxes, such as loan or leasing agreements) to which the Conveyed Subsidiaries or their Subsidiaries and such Person were a party on or before the Closing Date(or the Deferred Closing, if applicable); (ii4) with respect to taxable years or periods beginning before Taxes of Seller Parent and its Subsidiaries (other than the Closing Date Conveyed Subsidiaries and ending after the Closing Date, all Taxes their Subsidiaries) imposed on the Companies Purchaser or the Buyer its Affiliates as a result of being a transferee or successor of Seller Parent or any of its Subsidiaries (other than the operations of the CompaniesConveyed Subsidiaries and their Subsidiaries) on or before, which Taxes are allocable to the portion of such taxable year or period ending on as a result of, the Closing Date (an “Interim Period”or the Deferred Closing, if applicable) (Interim Periods and pursuant to any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”)Law; (iii5) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of Purchaser and its Affiliates resulting from the Code) with which the Companies breach by Seller Parent or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs its Affiliates of the Buyer Indemnitees payable as representations and warranties set forth in Sections 4.16(i) and (n) or any covenants in Sections 6.2(b)(xi) and 6.6 (but excluding, for the avoidance of doubt, a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained other than those specified in this Article XI, without duplicationclause (5)); and (v6) any Transfer Taxes for which Seller Parent or other payments required its Affiliates are liable pursuant to Section 6.6(h) (the “Excluded Taxes”); provided, however, that (i) Seller Parent’s indemnity obligation for Taxes pursuant to this Section 6.6(e) shall be made reduced by the amount of any refunds of Taxes with respect to Pre-Closing Tax Periods to the extent received after the Closing Date by the Companies Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their respective Subsidiaries Subsidiaries) and not remitted to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect Seller Parent pursuant to Section 6.6(d) prior to the date on which Seller Parent is required to make the applicable indemnity payment hereunder (it being understood that Purchaser shall no longer be required to pay over such refund of Taxes to Seller Parent pursuant to Section 6.6(d) to the extent of any such reduction); (ii) Seller Parent shall not defend, indemnify or hold harmless Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) from any liability for Taxes that would otherwise give rise to a Seller Parent Tax indemnity obligation under this Section 6.6(e), attributable to (A) Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) making, changing or revoking any Tax election, adopting or changing any Tax accounting method, 102 changing any Tax accounting period, settling or compromising any Tax Claim, or entering into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax, in each case for a Post-Closing Tax Period that has a retroactive or retrospective effect on any Pre-Closing Tax Period (whether provided that this clause (A) shall not include any actions taken by a Deferred Conveyed Subsidiary between the Closing Date and the applicable Deferred Closing Date other than at the request or not writtendirection, or on behalf, of Purchaser), or (B) any disclosure by Purchaser or any of its Affiliates (including, with respect to actions taken after the Closing, the Conveyed Subsidiaries and their Subsidiaries (but limited in the case of any such action taken by a Deferred Conveyed Subsidiary during a Deferred Pre-Closing PeriodTax Period to such action taken at the request or direction, or on behalf of, Purchaser)) on Schedule UTP (Uncertain Tax Position Statement) or any successor form contemplated by Treasury Regulation Section 1.6012-2, excluding in each case any such action (x) effected with the written consent of Seller Parent (which consent shall include any consent of Seller Parent to filing any Tax Return pursuant to Section 6.6(a), requesting a Tax refund pursuant to Section 6.6(d) or settling any Tax Claim pursuant to Section 6.6(f), in each case that clearly reflects such action), or (y) that is required by applicable Law based on written reasoned advice of internationally recognized tax counsel, which counsel may include an independent accounting firm, and which counsel is reasonably acceptable to Seller Parent (any action covered by the immediately preceding clause (A) or (B), a “Purchaser Tax Act”); and (iii) Seller Parent shall not defend, indemnify or hold harmless Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) from any liability for, (A) any Transfer Taxes that are not Excluded Taxes, (B) Taxes up to the aggregate amount of Taxes that constitute Assumed Liabilities pursuant to Section 2.5(c) that are included as liabilities in the Final Closing Statement, or (C) Taxes attributable to a breach by Purchaser or any Affiliate thereof of any of its covenants or agreements in this Agreement.

Tax Indemnification. (a) Subject to any of the limitations in this Section 13.37.10, from and after the Closing Date, ASC (for purposes of this Article XI onlyClosing, the “Tax Indemnifying Party”), Company Stockholders and Participating Optionholders shall be responsible for, shall pay or cause to be paid, indemnify Parent and shall indemnify, defend its Affiliates and hold them harmless the Buyer from and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: against (i) all Taxes imposed on the Companies (or the Buyer as a result non-payment thereof) of the operations of the Acquired Companies with respect to any for all taxable year periods or period portions thereof ending on or before the Closing Date; Closing, (ii) with respect to taxable years or periods beginning before the Closing Date any and ending after the Closing Date, all Taxes imposed on the Companies of any member of an affiliated, consolidated, combined, or the Buyer as a result unitary group of which any of the operations Acquired Companies (or any predecessor of any of the Companies, which Taxes are allocable to the portion of such taxable year foregoing) is or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end was a member on or prior to the Closing Date being referred Closing, including pursuant to collectively hereinafter as “PreTreasury Regulations Section 1.1502-Closing Periods”); 6 or any analogous or similar Law, (iii) any Taxes of any member of any affiliated group of corporations Person (other than the Acquired Companies) imposed on the Acquired Companies as defined in Section 1504 of the Code) with which the Companies a transferee or any of their respective Subsidiaries files successor, by contract or has filed a Tax Return on a consolidatedotherwise, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; and (iv) any Transfer Taxes or other costs for which the Company Stockholders and Participating Optionholders are liable under Section 7.11; provided that, Parent and its Affiliates shall only be entitled to indemnification with respect to the item disclosed on Schedule 4.12(b) to the extent the Damages arising from such item exceed the amount reserved for such item in the current liabilities shown on the face of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Most Recent Balance Sheet. No indemnification pursuant to this Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v7.10(a) any Taxes or other payments required to shall be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Tax directly attributable to any action taken by, or at the request of, the Parent or any of its Affiliates on the Closing Date outside of the ordinary course of business. Any liability of the Company Stockholders and Participating Optionholders pursuant to this Section 7.10(a) shall be determined and paid in accordance with the procedures and limitations set forth in Article X, except as otherwise provided in this Section 7.10. For the avoidance of doubt, recovery against the Escrow Account constitutes the first and primary remedy for any and all Tax Claims for so long as the Escrow Account is outstanding; provided that the Parent Indemnified Parties shall have the right to either (x) recover against the Escrow Account for any and all Tax Claims or (y) recover directly from the Company Stockholders and Participating Optionholders on a pro rata basis (based upon their respective Pre-Closing PeriodPercentages as set forth on the Final Allocation Schedule and subject to the limitations set forth in Section 10.04) for any and all Tax Claims and not utilize the Escrow Amount for such purpose, if and only to the extent that (1) an individual Tax Claim includes Damages in excess of $100,000 or (2) all Tax Claims in the aggregate as of any given time include Damages in excess of $500,000.

Tax Indemnification. (ai) Subject to Section 13.3, from From and after the Closing Date, ASC Seller shall indemnify Buyer against and hold harmless from any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including reasonable fees for purposes outside counsel, independent accountants and other outside consultants but exclusive of any fees or expenses related to in-house counsel, accountants or other employees) suffered or incurred by Buyer, the companies constituting the Purchased Equity Interests or their Subsidiaries, or any Affiliate of any of the foregoing, exclusive of any consequential or punitive damages, and decreased by any tax benefit realized by Buyer, the companies constituting the Purchased Equity Interests or their Subsidiaries, or any Affiliate of any of the foregoing, and increased by any tax liability of Buyer or such other persons or Affiliates arising from the receipt of any indemnification payment made pursuant to this Article XI onlySection 5.3 (each a “Tax Loss” and collectively, the “Tax Indemnifying PartyLosses”), shall be responsible for, shall pay or cause to be paid, ) arising out of (A) Taxes of the companies constituting the Purchased Equity Interests and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of their Subsidiaries at the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies for periods or the Buyer as a result of the operations of the Companies with respect to any taxable year or period portions thereof ending on or before the Closing DateDate (“Pre-Closing Taxes”), except for the amount of any Taxes accrued and included as a liability in the computation of Closing Date Working Capital; (iiB) with respect to taxable years Taxes of any member of an affiliated, consolidated, combined or periods beginning before unitary group of which any of the companies constituting the Purchased Equity Interests or their Subsidiaries at the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies is or the Buyer as was a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end member on or prior to the Closing Date being referred by reason of liability under Treasury Regulation §1.1502-6, Treasury Regulation §1.1502-78 or comparable provision of foreign, state or local law; (C) Taxes arising out of any transactions contemplated by this Agreement (including transactions contemplated by Sections 2.1(b)(i), 5.14 (exclusive of Transfer Taxes to collectively hereinafter as “Pre-Closing Periods”be paid by Buyer pursuant thereto and Section 5.3(c)(v)), 5.15 and 5.16); and (iiiD) Taxes arising out of the Section 338(h)(10) Election (as provided in Section 5.3(e) below). The amount of any member of indemnification payable by Sellers hereunder shall be reduced by any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable Adverse Consequences suffered by Sellers as a result of any inaccuracy in or Buyer’s breach of any representation or warranty made the audit and contest procedures described in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period5.3(c)(iii).

Tax Indemnification. (a) Subject to Section 13.3Each Seller shall jointly and severally indemnify each of the Group Companies and their Subsidiaries, Buyer, and each Buyer Affiliate and hold them harmless from and after the Closing Dateagainst any loss, ASC (for purposes of this Article XI onlyclaim, the “Tax Indemnifying Party”)liability, shall be responsible forexpense, shall pay or cause other damage attributable to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies (or the Buyer as a result non-payment thereof) of each of the operations of the Group Companies with respect to any and their Subsidiaries for all taxable year or period periods ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”); provided, however, Sellers shall have no liability for any Taxes of CCHCI and its Subsidiaries for the taxable period beginning on January 1, 2007 and ending after on the Closing Date, and any subsequent taxable periods, (ii) all Taxes imposed on of any member of an affiliated, consolidated, combined or unitary group of which any of the Group Companies or the Buyer as a result any of their Subsidiaries (or any predecessor of any of the operations of the Companies, which Taxes are allocable to the portion of such taxable year foregoing) is or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end was a member on or prior to the Closing Date being referred Date, including pursuant to collectively hereinafter as “PreTreasury Regulation §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 member of person (other than any affiliated group of corporations (as defined in Section 1504 of the CodeGroup Companies and their Subsidiaries) with which imposed on any of the Group Companies or any of their respective Subsidiaries files as a transferee or has filed a Tax Return on a consolidatedsuccessor, combinedby contract or pursuant to any law, affiliatedrule, unitary or similar basis for a taxable year regulation, which Taxes relate to an event or period beginning transaction occurring before the Closing Date; (iv) Taxes or other costs Closing. This Section 9.4 shall be subject to the provisions of Sections 8.4 through 8.9 and shall be subject to the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made liability limitations in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v8.3(a) any Taxes or other payments required to but shall not be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior subject to the Closing (whether or not written) with respect to a Pre-Closing Period.basket provisions of Section 8.3(f). Capital Cities Stock Purchase Agreement

Tax Indemnification. All payments on the Purchased Receivables from the Account Debtors and payments from Seller or Services to Purchaser hereunder will be made free and clear of any present or future taxes, withholdings or other deductions whatsoever. Each Seller will, jointly and severally, indemnify the Purchaser for any such taxes, withholdings or deductions (aexcept as provided in this Section 7(b)) Subject as well as any transfer tax, stamp duty or any similar tax or duty on documents or the transfer of title to Section 13.3property arising in the context of the Transaction Documents which has not been paid by a Seller. Further, each Seller shall pay, and indemnify and hold the Purchaser harmless from and after against, any taxes that may at any time be asserted in respect of the Closing DatePurchased Receivables (including any sales, ASC (for purposes occupational, excise, gross receipts, personal property, privilege or license taxes, or withholdings, but not including taxes excluded in this Section 7(b)) and costs, expenses and reasonable counsel fees in defending against the same, whether arising by reason of this Article XI only, the “Tax Indemnifying Party”), shall acts to be responsible for, shall pay performed by a Seller under the Transaction Documents or cause otherwise. If any such taxes are required to be paid, such Seller shall promptly pay such tax and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, promptly send evidence reasonably acceptable to the extent that Purchaser confirming the payment of any such Taxes have taxes. Seller shall not been paid as of the Closing Date and are not reflected in the determination of Working Capital: be responsible for (i) all Taxes Purchaser’s income, gross receipts, net worth, capital, franchise, doing business or similar taxes imposed on the Companies or the Buyer as a result of the operations Purchaser (1) being organized under the laws of the Companies jurisdiction imposing such tax or (2) having any other present or former connection with respect the jurisdiction imposing such tax (other than connections arising from the Purchaser having executed, delivered, become a party to, performed its obligations under, received payments under, or engaged in any other transaction pursuant to or enforced under any taxable year Transaction Document), or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes taxes resulting from (1) a transfer or other disposition by Purchaser of all or any member portion of its interest in the Purchased Receivables to any affiliated group Person other than Seller or its Affiliates, (2) the gross negligence or willful misconduct of corporations Purchaser as determined in a final non-appealable judgment by a court of competent jurisdiction, or (as defined in Section 1504 3) any certification or statement of the Code) Purchaser under the Transaction Documents proving to have been incorrect in any material respect when made or deemed to be made. Concurrently with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 execution of this Agreement or any breach (and from time to time thereafter upon the reasonable request of any covenant contained in this Article XI, without duplication; and (va Seller) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior Purchaser will deliver to the Closing (whether or not written) with respect to a Pre-Closing PeriodCompany an executed IRS Form W-9 certifying that the Purchaser is exempt from U.S. federal backup withholding tax.

Tax Indemnification. (ai) Subject to Section 13.3, The Parent and the Seller shall jointly and severally indemnify the Purchaser from and after the against (A) any Income Taxes and Damages for any Pre-Closing DateTax Period resulting from, ASC arising out of, relating to or caused by any liability or obligation of any TDI Company or any TDI Subsidiary for Income Taxes of any person other than a TDI Company or a TDI Subsidiary (for purposes w) under Treasury Regulation Section 1.1502-6 (or any similar provision of this Article XI onlystate, the “Tax Indemnifying Party”local or foreign law), shall be responsible for(x) as a transferee or successor, shall pay (y) by contract, or cause to be paid(z) otherwise, and shall indemnify(B) any Income Taxes imposed on any TDI Company or TDI Subsidiary for any Pre-Closing Tax Period, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies (C) any Taxes (other than Income Taxes) imposed on any TDI Company or TDI Subsidiary for the following Taxes, any Pre-Closing Tax Period but only to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination aggregate exceed $3,200,000.00, (D) any Taxes arising out of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable relating to the portion of such taxable year or period ending on Asset Purchase Agreement and the Closing Date transactions contemplated thereby, and (an “Interim Period”E) (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 of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; Section 4.6. The Parent’s and (v) any Taxes or other payments required the Seller’s obligation to be made after indemnify the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) Purchaser with respect to any Tax resulting from a Tax Matter shall be discharged to the extent that the Parent’s and the Seller’s defense of such Tax Matter is prejudiced by the Purchaser’s failure to comply with Section 4.6(f) of this Agreement. The Parent and the Seller shall discharge their obligation to indemnify the Purchaser against such Pre-Closing Tax Period Tax by paying to the Purchaser an amount equal to the amount of such Tax; provided, however, that if the Purchaser provides the Parent or the Seller with written notice of a Pre-Closing PeriodTax Period Tax at least 30 days prior to the date on which the relevant Tax is required to be paid by the Purchaser or the applicable TDI Company, the Parent and the Seller shall, if and to the extent that it is liable for such Tax hereunder, discharge their obligation to indemnify the Purchaser against such Tax by paying an amount equal to the amount of such Tax to the relevant Taxing Authority. The Parent or the Seller shall provide the Purchaser evidence of such payment to the relevant Taxing Authority.

Tax Indemnification. Shareholders, jointly and severally, shall indemnify and hold harmless Parent, Merger Sub and the Company, and any successors thereto or Affiliates thereof in respect of and against Damages resulting from, relating to, or constituting (x) a breach of any representation contained in Section 2.9, (y) the failure to perform any covenant or agreement set forth in this Article VIII, and (z) without duplication, the following Taxes (except to the extent they are accrued for on the Final Balance Sheet): (a) Subject to Section 13.3, from and after the Closing Date, ASC (Any Taxes for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or Taxable period ending on or before the Closing Date due and payable by the Company; (b) Any Taxes for any Taxable period ending on or before the Closing Date for which the Company has any liability as a transferee or successor, or pursuant to any contractual obligation or otherwise; and (c) Any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including, without limitation, notary fees) arising in connection with the consummation of the series of transactions contemplated by this Agreement whether levied on Parent, Merger Sub, the Company or any of the Shareholders. 8.2 Preparation and Filing of Tax Returns; Payment of Taxes. (a) Parent shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns for the Company that are required to be filed (taking into account extensions) after the Closing Date; (ii) provided, that Parent shall provide any such Tax Return that applies to a Taxable period that began prior to the Closing Date to the Shareholder Representative for his review and comment prior to filing. Parent shall make or cause to be made all payments required with respect to taxable years or any such Tax Returns. (b) Any Tax Return to be prepared and filed for Taxable periods beginning before the Closing Date and ending after shall be prepared on a basis consistent with the Closing Date, all Taxes imposed last previous similar Tax Return to the extent permitted under applicable law. (c) The Shareholders shall be entitled to any Tax refund not reflected on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable Final Balance Sheet that is attributable to the portion of such taxable year or any Taxable 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 of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.. 8.3

Tax Indemnification. (ai) Subject to Section 13.3, from and after To the Closing Date, ASC extent that any of the following Damages exceed $1,000,000 plus the amount of any unused Indemnity Credit (for purposes of this Article XI only, the “"Tax Indemnifying Party”Basket"), shall be responsible for, shall pay or cause to be paid, and Seller shall indemnify, defend and hold harmless the Buyer Acquiror Group from and against any and all Damages asserted against, resulting to, imposed on or suffered by the Companies and reimburse the Buyer and the Companies for the following TaxesAcquiror Group, to the extent that such Taxes have not been paid as or any member of the Closing Date Acquiror Group, directly or indirectly, by reason of or resulting from (A) except as provided in subparagraph (iii)(C) below, any and are not reflected in the determination of Working Capital: (i) all Taxes other than U.K. Taxes imposed on upon any of the Companies Company or the Buyer as a result of the operations of the Companies Affiliated Entities (x) with respect to any taxable year or period ending on or before the Closing Date; Date (iisuch Taxes (excluding Acquiror Taxes and UK Taxes) are hereinafter referred to as "Pre-Closing Taxes" and such periods as "Pre-Closing Periods") and (y) with respect to any taxable years or periods period beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Date (such Taxes are allocable hereinafter referred to as "Straddle Taxes" and such periods as "Straddle Periods") but only with respect to the portion of such taxable year or period Straddle Period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to close of the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”)and in the manner provided in Section 8.9(e)(iv) hereof; (iiiB) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in pursuant to Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication6.20 hereof; and (vC) any and all Taxes or other payments required to be made after imposed upon the Closing Date by the Companies Company or any Affiliated Entity pursuant to Treasury Regulation 1.1502-6 or comparable provision under state or local law. For purposes of their respective Subsidiaries to any Person under any the foregoing, if a Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to imposed upon an Affiliated Entity for a Pre-Closing Period or for the pre-closing portion of any Straddle Period results in a Tax Benefit for another Affiliated Entity for a Pre-Closing Period or for the pre-closing portion of any Straddle Period, any obligation of Seller to indemnify the Acquiror Group pursuant to this Section 8.9 shall be reduced by the amount of such Tax Benefit to the extent that such Tax Benefit is Actually Realized.

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall Seller will indemnify, defend and hold harmless the Buyer Group from and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: against (i) all Income Taxes imposed on the Companies or the Buyer as a result of the operations of the Acquired Companies with respect to for any taxable year or period ending that ends on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and the portion of any Straddle Period ending after on the Closing Date, (ii) all Taxes imposed on the Companies or the Buyer Liability (as a result of the operations Treasury Regulation Section 1.1502-6(a) or otherwise) for Income Taxes of Seller or any other Person (other than any of the Acquired Companies with respect to themselves) which is or has ever been affiliated with any of the Acquired Companies, which Taxes are allocable or with whom any of the Acquired Companies otherwise joins or has ever joined (or is or has ever been required to the portion of such taxable year join) in filing any consolidated, combined or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or unitary Tax Return, prior to the Closing Date being referred and all Liability for Income Taxes of any Person (other than the Acquired Companies as to collectively hereinafter themselves) imposed on any of the Acquired Companies as “Pre-Closing Periods”); a transferee or successor, by contract or otherwise, (iii) Taxes of any and all liability incurred by any member of any affiliated group the Buyer Group based upon the breach by Seller of corporations (as defined the representation and warranty provided in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated5.14(l), combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) all Taxes or other costs of for any Tax period attributable to the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach by Seller of any covenant contained in or obligation under this Article XI, without duplication; XIII and (v) all liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses relating to the foregoing. Notwithstanding the foregoing, Seller will not indemnify, defend or hold harmless any member of the Buyer Group from any Liability for Taxes or other payments required attributable to be made any action taken outside of the Ordinary Course of Business and, including Buyer making an election under Section 338(g) of the Code as described in Section 13.11, after the Closing Date Effective Time by Buyer, any of its Affiliates (including the Companies Acquired Companies) or any transferee of Buyer or any of their respective Subsidiaries to any Person under any its Affiliates (a “Buyer Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing PeriodAct”).

Tax Indemnification. In addition to the indemnification obligations set forth in Section 9.2 above, the Effective Time Holders shall severally, in accordance with their Pro Rata Portion, indemnify the Acquiror Indemnified Persons and hold them harmless from and against any Damages resulting from or arising out of (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies (or the Buyer as a result non-payment thereof) of the operations of the Companies with respect to any Target for all taxable year or period periods ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before Date and the portion through the end of the Closing Date and ending after for any Straddle Period (“Pre-Closing Tax Period”), (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Target (or any predecessor of Target) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (c) any and all Taxes of or imposed on Acquiror or any of its Affiliates (including Target or any of its Subsidiaries) for any taxable year of such Acquiror or Affiliate that includes the Companies or the Buyer Closing Date as a result of the operations an inclusion under Section 951(a) or 951A of the Companies, which Taxes are allocable Code (or any similar provision of state or local law) attributable to (i) “subpart F income,” within the portion meaning of such Section 952 of the Code (or any similar provision of state or local law) determined as if the taxable year of Target or period ending the applicable Subsidiary and the applicable foreign corporation ended on the Closing Date Date, (an ii) the holding of “Interim Period”United States property,” within the meaning of Section 956 of the Code (or any similar provision of state or local Applicable Law) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred that is attributable to collectively hereinafter as “Pre-Closing Periods”); Target or any of its Subsidiaries, or (iii) Taxes of any member of any affiliated group of corporations (“global intangible low-taxed income” as defined in Section 1504 951A of the Code) with which Code determined as if the Companies taxable year of Target or the applicable Subsidiary and the applicable foreign corporation ended on the Closing Date and, in each case, taking into account any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary net operating losses or similar basis for a Tax attributes of the Target and its Subsidiaries that would have been available to offset such inclusion if the taxable year or period beginning before years of Target and its Subsidiaries had ended on the Closing Date; , (ivd) any and all Taxes or other costs of the Buyer Indemnitees payable any Person imposed on Target as a result of any inaccuracy in transferee or breach of any representation successor, by contract or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries pursuant to any Person under any Tax sharingApplicable Law, indemnity which Taxes relate to an event or allocation agreement or other arrangement transaction occurring before the Closing, provided, however, that for the avoidance of doubt, the employer’s share of all employment, payroll and similar Taxes incurred by Target in effect prior relation to the Closing (Change of Control Liability, whether such Taxes are incurred prior to, at, or not written) with respect to a following the Effective Time, shall be treated as arising in the Pre-Closing PeriodTax Period and shall be a Transaction Expense and (e) any and all Taxes of any Person imposed on Target or Acquiror in connection with the Spinoza Purchase Agreement and the transactions contemplated thereby. The liability of each Effective Time Holder under this Section 9.9 shall not exceed the portion of the Merger Consideration actually received by each Effective Time Holder. To the extent that any Damages claimed in an Officer’s Certificate pursuant to this Section 9.9 overlaps with a claim for Damages pursuant to Section 9.2, the provisions set forth in this Section 9.9 and the provisions applicable to this Section 9.9 shall govern and control.

Tax Indemnification. (a) Subject to Section 13.3, from From and after the Closing Date, ASC (for purposes subject to the limitations set forth in Section 7.05 and the provisions of this Article XI onlySection 7.09, the “Tax Indemnifying Party”)Sellers, jointly and severally, shall be responsible forindemnify Purchaser and its Affiliates and each of their respective officers, shall pay or cause to be paiddirectors, employees, stockholders, members, partners, agents and shall indemnify, defend representatives and their respective successors and assigns (the "PURCHASER INDEMNITEES") against and hold them harmless from (i) all liability for Taxes of the Buyer Company and the Companies and reimburse the Buyer and the Companies its Subsidiaries for the following TaxesPre-Closing Tax Period, (ii) all liability for Taxes of the Company and its Subsidiaries for the Straddle Period or the Post-Closing Tax Period to the extent that such Taxes have not been paid as the relevant action which causes the Tax occurred in a Pre-Closing Period (excluding a Pre-Closing period injection of capital which results in a reduction of the Closing Date tax losses carry forwards), (iii) all liability for Income Taxes of Sellers or any other Person which is or has been affiliated with Sellers (other than the Company or any of its Subsidiaries), and are not reflected (iv) all liability for reasonable legal fees and expenses attributable to any item in the determination of Working Capital: clauses (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); through (iii) above. Notwithstanding the foregoing, Sellers shall not indemnify and hold harmless a Purchaser Indemnitee from any liability for Taxes of attributable to any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies action taken on or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies Purchaser, any of its Affiliates (including the Company or any of their respective Subsidiaries to its Subsidiaries), or any Person under transferee of Purchaser or any Tax sharing, indemnity of its Affiliates (other than any such action expressly required by Applicable Law or allocation agreement by this Agreement) (a "PURCHASER TAX ACT") or other arrangement in effect prior to the Closing (whether or not written) with respect attributable to a Pre-Closing Periodbreach by the Purchaser of its obligations under this Agreement.

Tax Indemnification. (a) Subject to the terms of Sections 8.1, 8.2 and this Section 13.38.3, from and after the Closing, the Company Stockholder shall indemnify the Indemnified Persons against (i) all liability for Taxes of the Company for any Pre-Closing DateTax Period in excess of the amount of accrued Taxes (but only the actual amount of Taxes accrued and not any deferred Tax items) included in the Most Recent Balance Sheet and in the Final Net Working Capital Amount; (ii) all liability of the Company for Taxes of all Persons (other than Company or the REIT Indemnified Persons) arising (A) under Treasury Regulations §1.1502-6 (or any similar provision of state or local Law) for federal, ASC state and local Income Taxes of any other corporation which is or has been affiliated with the Company for any Pre-Closing Tax Period or (for purposes B) by reason of contract, successor liability or otherwise by operation of law; (iii); all Taxes of the Company Stockholder; and (iv) all Losses resulting from a breach or inaccuracy of the representations and warranties set forth in Section 3.10 of this Article XI onlyAgreement. For the avoidance of doubt, the “Tax Indemnifying Party”)indemnification obligations of the Company Stockholder under this Section 8.3(a) shall not be subject to the amount limitations set forth in Section 8.3(a)(i) In the case of any Straddle Period, shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies amount of any Taxes for the following Taxes, to the extent that such Taxes have not been paid as of the Pre-Closing Date and are not reflected in the determination of Working CapitalTax Period shall: (i) all in the case of Taxes imposed based on sales, receipts, gross income or net income, be determined based on an interim closing of the books as of the close of business on the Companies Closing Date (and for such purpose, the taxable period of any partnership or the Buyer as other pass-through entity in which Company or any of its subsidiaries holds a result of the operations of the Companies with respect beneficial interest shall be deemed to any taxable year or period ending on or before the Closing Date; terminate at such time) and (ii) with respect in the case of all other Taxes, be deemed to taxable years or periods beginning before be the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion amount of such Tax for the entire taxable year or period multiplied by a fraction the numerator of which is the number of days in the 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 denominator of any member which is the number of any affiliated group of corporations (as defined days in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing such Straddle Period.

Tax Indemnification. (a) Subject to Section 13.3Except as otherwise provided herein, Seller shall indemnify the Company and Purchaser and hold them harmless from and after against any loss, claim, liability, expense, or other damage attributable to (i) all Taxes (or the non-payment thereof) of the Company or for which the Company is liable for all taxable periods ending on or before the Closing Date and the portion though the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), including any Corporate Tax Liability Amount in excess of any Corporate Tax Liability Amount set off against the Holdback Amount pursuant to this Agreement, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, ASC including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar Law, and (for purposes iii) any and all Taxes of this Article XI onlyany Person (other than the Company) imposed on the Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the “Tax Indemnifying Party”Closing; provided however, that in the case of clauses (i), (ii) and (iii) above, Seller shall not be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, liable to the extent that such Taxes have do not been paid as of exceed the Closing Date amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and are not reflected in the determination of Working Capital: (iincome Tax income) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date Balance Sheet as finalized (an “Interim Period”rather than in any notes thereto) (Interim Periods and taken into account in determining any taxable years or periods that end on or prior adjustment to the Closing Date being referred Purchase Price pursuant to collectively hereinafter as “Pre-Closing Periods”); (iii) Section 1.4 or Section 1.6. Seller shall reimburse Purchaser for any Taxes of any member the Company that are the responsibility of Seller pursuant to this Section 6.11(b) within fifteen (15) Business Days after written demand therefor and payment of such Taxes by Purchaser or the Company. In the case of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a claim for Tax Return on a consolidated, combined, affiliated, unitary or similar basis indemnification for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required determined to be made after the Closing Date payable by the Companies Company or any of their respective Subsidiaries to any Person a successor thereto, the indemnity obligation under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior this Section 6.11 shall be interpreted as running from Seller to the Closing (whether or Company and, if it cannot written) with respect be so characterized, it shall be considered to be a Pre-Closing PeriodPurchase Price adjustment under this Agreement.

Tax Indemnification. (a) Subject Notwithstanding any provision herein to Section 13.3the contrary, Seller shall indemnify the Company, its Subsidiaries and Buyer and hold them harmless from and after the Closing Date, ASC against (for purposes of this Article XI only, the “Tax Indemnifying Party”without duplication), shall be responsible forany loss, shall pay claim, liability, expense, or cause other damage attributable to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies (or the Buyer as a result non-payment thereof) of the operations of the Companies with respect to any Company and its Subsidiaries for all taxable year or period periods ending on or before the Closing Date; Date and the portion thereof through the end of the Closing Date for any taxable period that includes but does not end on the Closing Date (the “Pre-Closing Tax Period”), and (ii) with respect any and all Taxes of any person (other than the Company and its Subsidiaries) imposed on the Company and its Subsidiaries as a transferee or successor, by contract or pursuant to law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing. In the case of any taxable years or periods beginning before period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company and ending after its 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 DateDate (and for such purpose, all the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes imposed on the Companies or the Buyer as of Company and its Subsidiaries for a result of the operations of the Companies, which Taxes are allocable Straddle Period that relates to the portion Pre-Closing Period shall be deemed to be the amount of such Tax for the entire taxable year or period multiplied by a fraction the numerator of which is the number of 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”. The provisions of Section 9.4(b) (Interim Periods and any taxable years or periods that end on or prior shall not apply to the Closing Date being referred claims pursuant to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in this Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period9.10.

Tax Indemnification. In addition to the indemnification obligations set forth in Section 9.1 above, the Effective Time Holders shall, based on the each Effective Time Holders Pro Rata Portion, severally, and not jointly, indemnify the Acquiror Indemnified Persons from and against any Damages without duplication resulting from or arising out of (a) Subject all Taxes (or the non-payment thereof) of Company or any Company Subsidiary for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period (“Pre-Closing Tax Period”), (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Company or any Company Subsidiary (or any predecessor of Company or any Company Subsidiary) is or was a member on or prior to Section 13.3, from and after the Closing Date, ASC including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, (for purposes c) any and all Taxes of this Article XI onlyany Person imposed on Company or any Company Subsidiary as a transferee or successor, by contract or pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing; and (d) any Tax imposed under Section 965 of the Code; provided, however, that in the case of clauses (a), (b), and (c) above, the “Tax Indemnifying Party”), Effective Time Holders shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, liable only to the extent that such Taxes have not been paid as exceed the amount, if any, reserved for such Taxes on the Closing Balance Sheet. The Effective Time Holders shall reimburse Acquiror for any Taxes that are the responsibility of the Closing Date and are not reflected in the determination Effective Time Holders within fifteen (15) Business Days after payment of Working Capital: (i) all such Taxes imposed on the Companies by Acquiror or the Buyer as a result of Company. The Threshold and the operations of the Companies Cap shall not apply with respect to any taxable year or period ending on or before Damages arising from the Closing Datematters set forth in this Section 9.7; (iiprovided, in no event shall an Effective Time Holder be responsible for aggregate Damages under this Section 9.7 and Section 9.1(a) with respect to taxable years or periods beginning before in excess of such Effective Time Holder’s Pro Rata Portion of the Closing Date Merger Consideration; provided, however, that an Effective Time Holder shall be responsible for any and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as Damages that are a result of such Effective Time Holder’s Fraud or Willful Breach. To the operations of the Companies, which Taxes are allocable extent that any Damages claimed in an Officer’s Certificate pursuant to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in this Section 1504 of the Code) 9.7 overlaps with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis claim for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.Damages pursuant to

Tax Indemnification. (aA) Subject Notwithstanding anything to Section 13.3the contrary in this Agreement, after the Subsequent Closing Date applicable to C Israel Shares, Sellers shall indemnify C Israel or Buyer and hold them harmless from and after against any loss, claim, liability, expense or other damage attributable to all (I) Taxes (or the non-payment thereof) of C Israel or any of its Subsidiaries (1) for any Pre-Closing DateTax Period (determined in accordance with Section 7.09(c)(ii)(B) hereof), ASC (2) arising from the breach or inaccuracy of any representation or warranty set forth in Section 5.13(i) hereof (it being agreed that for purposes of this Article XI only, Section 7.09(c)(ii)(A) the “Tax Indemnifying Party”representations and warranties set forth in Section 5.13(i) shall not be deemed to be qualified by any references therein to "materiality"), shall be responsible for, shall pay or cause to be paid, (3) the breach or nonperformance of any covenant or agreement on the part of Sellers or the Company set forth in Sections 7.01(l) and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies 7.01(m); (II) any liability for the following Taxes, to the extent that such Taxes have not been paid as payment of the Closing Date and are not reflected any amount of a type described in the determination of Working Capital: clause (iI) all Taxes imposed on the Companies or the Buyer arising as a result of the operations being or having been a member of the Companies with respect any consolidated, combined, unitary or other group or being or having been included or required to be included in any taxable year or period ending on or before the Closing DateTax Return related thereto; (iiIII) with respect to taxable years any liability for the payment of any amount of a type described in clause (I) or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer clause (II) as a result of the operations any obligation to which C Israel or any of the Companies, which Taxes are allocable to the portion of such taxable year its Subsidiaries was or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end is a party on or prior to the Subsequent Closing Date being referred applicable to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes the C Israel Shares to indemnify or otherwise assume or succeed to the liability of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplicationPerson; and (vIV) any Taxes with respect to a reassessment by a taxing authority of Taxes attributable to a Post-Closing Tax Period to the extent that Sellers or other payments required to be made after the Closing Date by the Companies their Subsidiaries or any of their respective Subsidiaries Affiliates becomes entitled to any Person under any Tax sharingcorresponding deduction, indemnity loss, relief, allowance, exemption, set-off, right to repayment or allocation agreement or other arrangement credit in effect prior relation to the Closing (whether or not written) with respect Taxes attributable to a Pre-Closing Tax Period.

Tax Indemnification. (a) Subject to Section 13.3Seller shall indemnify the Acquired Companies, Buyer, and each Buyer Affiliate and hold them harmless from and after against (i) all Taxes of the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Acquired Companies for the following TaxesCovered Pre-Closing Tax Period, (ii) any and all Income Taxes of the Consolidated Return Group for the Covered Pre-Closing Tax Period, including those imposed on the Company pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (iii) any and all Income Taxes of any Person (other than the Acquired Companies) imposed on the Acquired Companies as a transferee or successor, or by contract, which Taxes relate to an event or transaction occurring during the Covered Pre-Closing Tax Period; provided, however, that in the case of clauses (i), (ii) and (iii) above, Seller shall be liable only to the extent that such Taxes have not been paid as are in excess of the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing Date Balance Sheet and are not reflected taken into account in determining the determination of Post-Closing Working Capital: Capital Adjustment. Seller shall reimburse Buyer for Taxes described in clauses (i), (ii) all Taxes imposed on and (iii) above that are due under Tax Returns for Straddle Periods that are required to be prepared by Buyer, within fifteen (15) business days after the Companies or the Buyer as a result filing of the operations applicable Tax Return. Seller's obligation to indemnify and hold harmless the Acquired Companies, Buyer and each Buyer Affiliate under this Section 6.1 shall survive until the eighteen (18) month anniversary of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect provided, however, that if notice of a claim shall have been timely given to taxable years Seller under Section 7.8 or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end Section 7.9 on or prior to such termination date, Seller's obligation to indemnify and hold harmless the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); Acquired Companies, Buyer and each Buyer Affiliate in respect of such claim shall survive beyond such eighteen (iii18) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies month period until such claim for indemnification has been satisfied or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Periodotherwise resolved.

Tax Indemnification. (a) Subject to Section 13.3, The Seller shall indemnify the Buyer Parties and hold them harmless from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: against (i) all Taxes imposed on the Companies (or the Buyer as a result non-payment thereof) of the operations of the Companies with respect to any Company for all taxable year or period periods ending on or before the date hereof and the portion through the end of the date hereof for any taxable period that includes (but does not end on) the date hereof (each such taxable period, a “Pre-Closing Date; Tax Period”), excluding any such Taxes that constitute Net Overhead Capitalization Tax Cost (which Taxes are the subject of clause (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Dateof this Section 8.1(c)), (ii) 50% (fifty percent) of any Net Overhead Capitalization Tax Cost, (iii) all Taxes imposed on of any member of an Affiliated Group of which the Companies Company (or the Buyer as any predecessor thereof) is or was a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end member on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); date hereof, (iii) any and all Taxes of any member of Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any affiliated group of corporations (as defined in Section 1504 of the Code) with law, rule or regulation, which the Companies Taxes relate to an event or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning transaction occurring before the Closing Date; Closing, (iv) any and all Taxes or other costs of for all taxable periods (and the Buyer Indemnitees payable as a result portion of any inaccuracy in or breach Straddle Periods) beginning after the date of any representation or warranty made in Section 3.17 of this Agreement or Closing that are attributable to any breach of the representations set forth in Section 4.10(xiv) (without regard to any covenant contained disclosures made with respect to such representations to Buyer in the Disclosure Schedules or otherwise), excluding any such Taxes that constitute Net Overhead Capitalization Tax Cost (which Taxes are the subject of clause (ii) of this Article XISection 8.1(c)), without duplication; and (v) any and all employment and payroll Taxes or other imposed with respect to compensatory payments required to be made after in connection with the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharingtransactions contemplated hereby, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) excluding, with respect to any such item, the amount (if any) of such item that was taken into account as Indebtedness or Transaction Expenses as finally determined pursuant to Section 2.3. For the avoidance of doubt and purposes of clarity, (A) the fifty percent (50%) portion of the Net Overhead Capitalization Tax Cost that is not an indemnification obligation of the Seller pursuant to this Section 8.1(c) shall constitute a Pre-cost that is economically borne by the Buyer through its ownership of the Company following the Closing Periodand (B) a mutually agreed narrative description of concept of Net Overhead Capitalization Tax Cost is set forth on Schedule 8.1(c). Notwithstanding any other provision of this Agreement to the contrary, the obligations under this Section 8.1(c) shall survive indefinitely or until the latest date permitted by law.

Tax Indemnification. (a) Subject to Section 13.3Each Principal shall jointly and severally indemnify the Company, its Subsidiaries, Buyer, and each Buyer Affiliate and hold them harmless from and after against, without duplication, any Damages attributable to (i) all Taxes (or the non-payment thereof) of the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, ASC including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (for purposes iii) any and all Taxes of this Article XI onlyany Person (other than the Company and its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (i), (ii), and (iii) above, the “Tax Indemnifying Party”), Principals shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, liable only to the extent that such Taxes have not been paid as exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing Date Balance Sheet (rather than in any notes thereto) and are not reflected taken into account in determining the determination of Working Capital: (i) all Taxes imposed on the Companies or purchase price adjustment under Section 2.5. The Principals shall reimburse the Buyer as a result for any Taxes of the operations Company or its Subsidiaries that are the responsibility of the Companies with respect Principals pursuant to any taxable year or period ending on or before the Closing Date; this Section 10.2 within fifteen (ii15) with respect to taxable years or periods beginning before the Closing Date and ending business days after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion payment of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies Buyer, the Company, or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Periodits Subsidiaries.

Tax Indemnification. The Holders, jointly and severally (a) Subject to Section 13.3, from and after except for the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”several only Holders identified on Schedule 12.02B hereto), shall be responsible for, shall pay or cause hereby agrees to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies Matrix from and reimburse the Buyer against all Claims and the Companies all Losses for the following Taxes, to the extent that all Taxes (whether legal liability for remittance of such Taxes have not been paid as is imposed upon the Holders or a member of The Xxxx Group of Companies): With respect to any taxable year of any member of The Xxxx Group of Companies which ends on or before the Closing Date and are (including but not reflected in limited to any liability of The Xxxx Group of Companies pursuant to Treasury Regulation (S) 1.1502-6(a) or any comparable provision of state, local or foreign law) or is assessed (whether before or after the determination of Working Capital: (iClosing) all Taxes imposed on as the Companies or the Buyer as a result of a sale, exchange or other disposition of property or assets which occurs prior to the operations of the Companies with Closing; With respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending which includes but ends after the Closing Date, all Taxes imposed on to the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable extent attributable to the portion of such taxable year period which ends with the Closing Date determined on the basis of an interim closing of the books; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including but not limited to depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the period after the Closing Date being referred in proportion to collectively hereinafter as “Pre-Closing Periods”)the number of days in each such period; (iii) Taxes and Arising by reason of any member breach of any affiliated group representation, warranty or covenant contained in this Agreement. Any payments made by the Holders pursuant to this Section 7.18A. shall not have the effect of corporations reducing the Deferred Portion of the Purchase Price as provided in Section 12.03, but shall be treated as adjustments to the Purchase Price by the parties. Buyer shall indemnify, defend and hold harmless the Holder Indemnitees (as defined in Section 1504 of the CodeSection0hereof) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis from and against all Claims and all Losses for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.all Taxes:

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and Seller shall indemnify, defend defend, and hold harmless the Buyer Purchaser from and the Companies against any and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capitalall Damages for: (i) all Transfer Taxes required to be paid by Seller pursuant to this Agreement; (ii) Taxes of or imposed on upon the Companies or the Buyer as a result of the operations of the Companies Acquired Entities with respect to any taxable year or period ending on or before the Pre-Closing Date; (ii) Periods, and for any Straddle Periods but only with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period Straddle Period ending on the Closing Date and as determined in the manner provided in Section 6.7 of this Agreement; (iii) Taxes imposed on any member of an “Interim Period”affiliated, consolidated, combined or unitary group of which any of the Acquired Entities (or any predecessor of any Acquired Entity) (Interim Periods and any taxable years is or periods that end was a member on or prior to the Closing Date being referred to collectively hereinafter as “PreDate, including under Treasury Regulations Section 1.1502-Closing Periods”6 (and corresponding provisions of state, local, or foreign Law); (iii) Taxes of , for any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies taxable period ending on or any of their respective Subsidiaries files before, or has filed a Tax Return on a consolidatedthat includes, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date, or as a transferee or successor, pursuant to any Tax Indemnification Agreement, or similar contract or arrangement, or otherwise; (iv) Taxes imposed on or other costs related or attributable to (A) the Excluded Assets, (B) the Excluded Subsidiaries, (C) the Spin-Off Transaction or (D) the deduction of the Buyer Indemnitees payable as Tender Offer Expenses to the extent that the disallowance of such deduction of the Tender Offer Expenses results in a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 Tax with respect to which Purchaser is entitled to indemnification pursuant to clause (ii) of this Agreement or any breach Section 6.8 (it being understood that this part (D) is intentionally duplicative of any covenant contained in this Article XI, without duplicationsuch clause (ii)); and (v) any Taxes breach by Seller of any of the covenants and obligations contained in Section 6.7 of this Agreement; and (vi) the breach or other payments required inaccuracy of the representations and warranties set forth in Section 3.14 of this Agreement. All amounts payable or to be made paid under this Section 6.8 shall be paid by Seller in immediately available funds within five (5) Business Days after the Closing Date by the Companies or receipt of a written request from Purchaser. The parties hereto agree to treat any of their respective Subsidiaries payment made pursuant to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior this Section 6.8 and Article IX as an adjustment to the Closing (whether or not written) with respect Purchase Price for all Tax purposes, except as required under applicable Law. In no event shall the indemnities provided for in this Section 6.8 be subject to a Pre-Closing Periodthe provisions of Article IX of this Agreement.

Tax Indemnification. (a) Subject to Section 13.311.2, from and after the Closing Date, ASC Sellers shall jointly and severally (for purposes of this Article XI 11 only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Acquired Companies and reimburse the Buyer and the Acquired Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working CapitalDate: (i) all Taxes imposed on the Acquired Companies or the Buyer as a result of the operations of the Acquired Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Acquired Companies or the Buyer as a result of the operations of the Acquired Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Acquired Companies file or any of their respective Subsidiaries files or has have filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 3.16 of this Agreement or any breach of any covenant contained in this Article XI11, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Acquired Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (Closing, whether or not written) , with respect to a Pre-Closing Period.

Tax Indemnification. The Sellers shall indemnify the Company, Parent, the Surviving Corporation, and each Parent Indemnitee and hold them harmless from and against (a) Subject any Loss attributable to any breach of or inaccuracy in any of the representations and warranties set forth in Section 13.33.10; (b) any Loss attributable to any breach or violation by the Sellers of, from and after or failure of the Closing DateSellers to fully perform, ASC (for purposes of any covenant, agreement, undertaking or obligation in this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: VII; (ic) all Taxes imposed on the Companies or the Buyer as a result of the operations Company or relating to the business of the Companies with respect to any taxable year or period ending on or before the Company for all Pre-Closing DateTax Periods; (iid) with respect to taxable years all income or periods beginning before franchise Taxes of any member of an Affiliated Group (other than an Affiliated Group that includes Parent or any of its Affiliates (other than the Closing Date Company and ending after its Subsidiaries)) of which the Closing Date, all Taxes imposed on the Companies Company or the Buyer as a result any of its Subsidiaries (or any predecessor of the operations of the Companies, which Taxes are allocable to the portion of such taxable year Company or period ending on the Closing Date (an “Interim Period”its Subsidiaries) (Interim Periods and any taxable years is or periods that end was a member on or prior to the Closing Date being referred that are imposed on the Company or its Subsidiaries under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law (but excluding any such liability for such Taxes to collectively hereinafter as “Pre-the extent directly or indirectly attributable to membership in any Affiliated Group for any period (or any portion of a period) beginning after the Closing Periods”Date); and (iiie) any and all Taxes of any member Person imposed on the Company or its Subsidiaries arising under the principles of any affiliated group of corporations (as defined in Section 1504 of transferee or successor liability or by contract, if the Code) with which liability for such Taxes relates to an event or transaction both occurring before the Companies Closing Date and effected or entered into by the Company or any of their respective its Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing Date, in each of the above cases, together with any out-of-pocket fees and expenses (whether including attorneys’ and accountants’ fees) incurred in connection therewith; provided, however, that the Sellers shall not be responsible for, and shall have no obligation to indemnify and hold the Company, Parent, the Surviving Corporation or not writtenany Parent Indemnitee harmless from and against (1) with respect Taxes resulting from any breach by Parent of Section 7.1(c), or (2) Taxes, to the extent such Taxes are treated as a Pre-liability in the calculation of Closing PeriodWorking Capital. The Representative and the Sellers shall reimburse Parent for any Taxes of the Company that are the responsibility of the Sellers pursuant to this Section 7.2 within ten (10) Business Days after payment of such Taxes by Parent or the Company. Notwithstanding anything to the contrary set forth herein, the obligation of the Sellers to indemnify and hold harmless the Company, Parent, the Surviving Corporation and each Parent Indemnitee, from and against any of the matters set forth in the first sentence of this Section 7.2 shall be governed solely by this Section 7.2.

Tax Indemnification. (a) Subject The Major Sellers hereby jointly and severally agree to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Company, the Buyer and the Companies their respective directors, officers, shareholders, agents, Affiliates, successors and permitted assigns from and against, and shall pay and reimburse the Buyer foregoing Persons for, any and all losses, liabilities, claims, obligations, penalties, damages, costs and expenses (including all reasonable attorneys’ fees and disbursements and other costs incurred or sustained by an Indemnitee in connection with the investigation, defense or prosecution of any such claim or any action or proceeding CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION between the Indemnitee and the Companies for Indemnifying Party or between the following TaxesIndemnitee and any third party or otherwise), whether or not involving a third-party claim (collectively, “Losses”), relating to the extent that such Taxes have not been paid as or arising out of the Closing Date and are not reflected in the determination of Working Capital: (ia) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any Company for all taxable year or period periods ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as and the portion of the taxable period through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing PeriodsTax Period”); (iiib) all Taxes of any member of any affiliated an affiliated, consolidated, combined or unitary group of corporations which the Company (as defined in Section 1504 or any predecessor of the CodeCompany) with which the Companies is or any of their respective Subsidiaries files was a member on or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before prior to the Closing Date; (ivc) all Taxes of any Person (other than the Company) imposed on the Company as a transferee, successor or as the alter ego of any such Person, by contract or pursuant to Law to the extent such Taxes are related to the execution of a contract, completion of a transaction or other similar event occurring on or prior to the Closing; and (d) any and all Taxes or other costs Losses that may be imposed or incurred on or by the Buyer on account of the Buyer Indemnitees payable provisions of Section 281 of the Tax Act; provided that the Major Sellers shall not be responsible for penalties or interest in respect to any Tax liability of the Company as a result of any inaccuracy in a failure to file or breach a late filing of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made Tax Return after the Closing Date which is the responsibility of the Buyer to prepare and file in accordance with Section 7.3. Subject to the indemnification procedures of Section 10.4 relating to Third Party Claims, the Major Sellers shall, jointly and severally, reimburse the Buyer for any Taxes of the Company covered by this Section 7.1 or that are the responsibility of the Major Sellers pursuant to this Section 7.1 within five (5) days after notice to the Major Sellers of the payment of such Taxes by the Companies Buyer or any the Company. Other than for fraud, in no event shall the Major Sellers be liable under this Section 7 for punitive damages for Direct Claims. For the avoidance of their respective Subsidiaries to any Person under any Tax sharingdoubt, indemnity or allocation agreement or other arrangement the parties acknowledge and agree that punitive damages awarded in effect prior favor of a third-party in connection with a claim that is indemnifiable hereunder shall constitute direct damages of the Indemnitee and shall be fully recoverable hereunder subject to the Closing (whether or not written) with respect to a Pre-Closing Periodlimitations set forth in Section 10.

Tax Indemnification. (a) Subject to Section 13.3The Shareholders, jointly and severally, shall indemnify each of the Indemnitees from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paidagainst, and shall indemnify, defend and hold harmless the Buyer and the Companies compensate and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as each of the Closing Date Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are not reflected in the determination of Working Capital: directly or indirectly connected with any (i) all Taxes imposed on the Companies or the Buyer as a result Tax of the operations of Company related to the Companies with respect to any taxable year or period ending on or before the Closing Date; Tax Indemnification Period, (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result Tax of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of Company resulting from any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement 2.14 or any breach of any covenant contained in this Article XI, without duplication; the Shareholders' obligations under Section 5.2 and (viii) Liabilities arising out of or incident to the imposition, assessment or assertion of any Tax described in clause (i) or (ii), including those incurred in the contest in good faith appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, and any Liability as transferee (the sum of (i), (ii) and (iii) being referred to herein as a "Loss"), provided, however, that the Shareholders shall not be obligated to pay any Loss attributable to a Separate Tax except to the extent that the aggregate amount of such Losses exceeds the amount of any reserve for Tax liabilities attributable to Separate Taxes (excluding deferred taxes) reflected in the Closing Balance Sheet. (b) For purposes of this Section 5.5, 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 last day of the applicable Tax Indemnification Period (the "Allocation Date"), the portion of such Tax related to the applicable Tax Indemnification Period shall (i) in the case of any Taxes other than gross receipts, sales or other payments required use Taxes and Taxes based upon or related to income, be deemed to be made 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 and including the Allocation Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Allocation Date. The portion of any credits relating to a Tax period that begins before and ends after the Closing Allocation Date shall be determined as though the relevant Tax period ended on and included the Allocation Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company. (c) Upon payment by any Indemnitee of any Loss, the Shareholders shall discharge their obligation to indemnify such Indemnitee against such Loss by paying to a such Indemnitee or the Company, as designated by Parent, an amount equal to the amount of such Loss. (d) Any payment pursuant to this Section 5.5 shall be made not later than 30 days after receipt by the Companies Shareholders' Agent of written notice from Parent or the Company stating that any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.Loss has

Tax Indemnification. Subject to Section 6.3.5.2(b), Sellers shall jointly and severally indemnify the Buyer Indemnified Parties and hold them harmless from and against any Losses attributable to (a) Subject any Taxes (or the non-payment thereof) (other than those Taxes identified in the penultimate sentence of Section 6.7.2(b) as the responsibility of Buyer and the Company) of the Company for all the taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (b) any Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company is or was a member on or prior to Section 13.3, from and after the Closing Date, ASC including pursuant to Treasury Regulation Sec. 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (for purposes c) any Taxes of this Article XI onlyany Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any law, rule or regulations, which Taxes relate to an event or transaction occurring before the “Tax Indemnifying Party”Closing; provided, however, that in the case of clauses (a), (b) and (c) above, Sellers shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, liable only to the extent that such Taxes have not been paid as exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing difference between book and Tax income) on the face of the Closing Date Balance Sheet (rather than in any notes thereto) and taken into account in determining the adjustment to the Purchase Price pursuant to Sections 2.2.3 and 2.2.4. Sellers shall jointly and severally reimburse for any Taxes of the Company that are not reflected in the determination responsibility of Working Capital: any one or more Sellers within 15 Business Days after payment of such Taxes by any one or more Buyer Indemnified Parties. Buyer shall indemnify and defend the Seller Indemnified Parties and hold them harmless from and against any and all Losses attributable to (i) all Taxes imposed on any actions (except to the Companies or the Buyer as a result extent required by Applicable Laws) of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made Company after the Closing Date by other than in the Companies or Ordinary Course of Business that would result in any Tax Liability to any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior Sellers (but only to the Closing (whether extent that such actions cause a carry back of one or not written) with respect more Tax attributes of the Company to a Pre-Closing PeriodTax Period or have a direct effect on the Tax attributes of the Company in a Pre-Closing Tax Period or (ii) any Tax Adjustment Amendment Event that triggers an increase to the Tax Adjustment. Buyer shall reimburse Sellers’ Representative for the benefit of Sellers for any Sellers’ Losses attributable to such additional Tax Liability or, in the case of a Tax Adjustment Amendment Event, increase in the Tax Adjustment within 15 days after payment of such amounts by one or more of the Seller Indemnified Parties.

Tax Indemnification. Sellers (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the each an “Tax Indemnifying Party”), shall be responsible for, shall pay or cause ) hereby jointly and severally agree to be paid, and shall indemnify, defend and hold harmless the Company, Buyer and the Companies their respective directors, officers, stockholders, agents, Affiliates, successors and permitted assigns (each, an “Indemnitee”) from and against, and shall pay and reimburse the Buyer foregoing Persons for, any and all losses, liabilities, claims, obligations, penalties, damages, costs and expenses (including all reasonable attorneys’ fees and disbursements and other costs incurred or sustained by an Indemnitee in connection with the investigation, defense or prosecution of any such claim or any action or proceeding between the Indemnitee and the Companies for Indemnifying Party or between the following TaxesIndemnitee and any third party or otherwise), whether or not involving a third-party claim (collectively, “Losses”), relating to the extent that such Taxes have not been paid as or arising out of the Closing Date and are not reflected in the determination of Working Capital: (ia) all Taxes of or imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any Company for all taxable year or period periods ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as and the portion of the taxable period through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing PeriodsTax Period”)) including, without limitation, any Taxes imposed under Code Section 1374 (and any state or local statutes that are comparable or equivalent to Code Section 1374) and any state Taxes that are required to be paid by either of the Company on a composite or other Tax Return to the extent that the Company or Buyer has not otherwise received payment of such Taxes from Sellers; (iiib) all Taxes of any member of any affiliated an affiliated, consolidated, combined or unitary group of corporations which the Company (as defined in Section 1504 or any predecessor of the CodeCompany) with which the Companies is or any of their respective Subsidiaries files was a member on or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar Law; and (whether c) all Taxes of any Person (other than the Company) imposed on the Company as a transferee or not writtensuccessor, by contract or pursuant to Law. Sellers shall, jointly and severally, reimburse Buyer for any Taxes of the Company that are the responsibility of Sellers pursuant to this Section 8.1 within fifteen (15) days after payment of such Taxes by Buyer or the Company. Any claim for indemnification made under this Section 8.1 shall, except as otherwise provided in this Article 8, be asserted and resolved in accordance with respect to a Pre-Closing Periodthe indemnification procedures in Section 11.4, provided, however, that no provision of Article 11 shall modify the payment requirements set forth in the immediately preceding sentence.

Tax Indemnification. Except to the extent treated as a Current Liability in the calculation of Final Closing Working Capital or for which resolution is otherwise provided for in Annex F hereto, Sellers shall, Jointly/Severally, indemnify the Company, Buyer, and each other Buyer Indemnified Party and hold them harmless from and against (a) Subject any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 13.33.18; (b) any Loss attributable to any breach or violation of, from and after the Closing Dateor failure to fully perform, ASC (for purposes of any covenant, agreement, undertaking or obligation in this Article XI onlyARTICLE VI, including, without limitation, the “Tax Indemnifying Party”), shall be responsible for, shall failure to pay or cause in full any Taxes required to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, paid by any Seller pursuant to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: this ARTICLE VI; (ic) all Taxes imposed on the Companies (or the Buyer as a result non-payment therof) of any Seller or the Company or relating to the business of the operations Company for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Companies with respect to any taxable year Company) is or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as was a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end member on or prior to the Closing Date being referred to collectively hereinafter as “Preby reason of a liability under Treasury Regulation Section 1.1502-Closing Periods”)6 or any comparable provisions of foreign, state or local Law; (iiie) any and all Taxes of any member person imposed on the Company arising under the principles of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies transferee or any of their respective Subsidiaries files successor liability or has filed a Tax Return on a consolidatedby contract, combined, affiliated, unitary relating to an event or similar basis for a taxable year or period beginning transaction occurring before the Closing Date; (ivf) Taxes or other costs Losses incurred by Buyer or the Company pursuant to Section 280G of the Buyer Indemnitees payable as a result Code in connection with the Transactions, (g) Taxes of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) Company with respect to a Pre-Closing PeriodTax Period that have been deferred under the CARES Act and are not paid full to the appropriate Governmental Authority prior to the Closing, (h) Taxes of Buyer or its Affiliates attributable to (A) the forgiveness of all or a portion of Indebtedness of the Company incurred in connection with the “Payroll Protection Program” under the CARES Act, including as a result of the treatment of such forgiveness as giving rise to cancellation of indebtedness income for income Tax purposes or resulting in a disallowance of deductions for income Tax purpose to the extent required or (B) Tax credits claimed by the Company under Sections 7001 through 7005 of the Families First Act. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Sellers shall reimburse Buyer for any Taxes of the Company that are the responsibility of Sellers pursuant to this Section 6.03 within five (5) Business Days after payment of such Taxes by Buyer or the Company.

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) Seller shall, pursuant to the terms of Section 10.3(a)(ii), indemnify and hold Buyer and its Affiliates harmless from and against (A) all income Taxes imposed on the Companies (or the Buyer as a result non-payment thereof) of the operations of the Companies with respect to any Company for all taxable year or period periods ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before Date and the portion through the end of the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such for any taxable year or period ending on that includes (but does not end on) the Closing Date (an “Interim Pre-Closing Tax Period”), (B) (Interim Periods any and all income Taxes of any taxable years member of an affiliated, consolidated, combined, or periods that end unitary group of which the Company is or was a member on or prior to the Closing Date being referred Date, including pursuant to collectively hereinafter as “PreTreasury Regulation §1.1502-Closing Periods”); 6 or any analogous or similar state, local, or foreign law or regulation, and (iiiC) any and all income Taxes of any member person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Law, rule or regulation, which Taxes relate to an event or transaction occurring (other than an event or transaction of any affiliated group of corporations (as defined in Section 1504 of the CodeBuyer or its Affiliates) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; Closing, provided, that, Seller shall have no obligation to indemnify Buyer or its Affiliates for any income Taxes resulting from (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (vx) any Taxes or other payments required to be made transactions occurring on the Closing Date after the Closing Date outside of the Ordinary Course of Business, or (y) any breach by Buyer of Section 5.8(g); provided, however, that in the Companies or any case of their respective Subsidiaries to any Person under any Tax sharingclauses (A), indemnity or allocation agreement or other arrangement in effect prior (B) and (C) above, Seller shall be liable only to the extent that such income Taxes are in excess of the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Financial Statements, as such reserve is adjusted from time to time through the Closing (whether or not written) consistent with respect past practice of the Company in filing its Tax Returns and as such reserve may be adjusted in the final determination of Closing Working Capital pursuant to a Pre-Closing Period.Section 2.3. STRICTLY CONFIDENTIAL

Tax Indemnification. In addition to the indemnification obligations set forth in Section 10.1 above, and subject to the Fundamental Matters Cap, the Shareholders shall severally indemnify the Purchaser Indemnified Persons and hold them harmless from and against any Damages resulting from or arising out of, regardless of any disclosure in the Company Disclosure Schedule, (a) Subject all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period (“Pre-Closing Tax Period”), (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to Section 13.3, from and after the Closing Date, ASC (for purposes c) any and all Taxes of any Person imposed on the Company as a transferee or successor, by contract or pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing; (d) any Taxes imposed on the Shareholders attributable to or resulting from the Section 338(h)(10) Election; and (e) any Tax liability in connection with any payment made or deemed made by the Company in connection with the transactions contemplated by this Article XI onlyAgreement, or any Tax liability in connection with any payment pursuant to this Agreement not reduced by the amount required to be withheld under Applicable Law; provided, however, that in the case of clauses (a), (b), (c), and (d) above, the “Tax Indemnifying Party”), Shareholders shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, liable only to the extent that such Taxes have not been paid as of exceed the Closing Date and are not reflected in the determination of Working Capital: (i) all amount, if any, specifically reserved for such Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods Balance Sheet and any taxable years or periods that end on or prior to included in the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes Final Working Capital, and, provided further, the foregoing shall not include Purchaser’s share of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis Transfer Taxes. The Shareholders shall reimburse Purchaser for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.any

Tax Indemnification. (a) Subject to Section 13.3, from From and after the Closing, except for Taxes accrued or reserved for and specifically identified as such in the Final Closing Date, ASC (Balance Sheet and which can be determined to be accrued or reserved with respect to the item for purposes which indemnification is sought hereunder and taken into account in the Final Adjustment Statement and in the determination of this Article XI onlythe Final Post-Closing Adjustment, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and Sellers shall indemnify, defend save and hold harmless the Buyer Indemnitees from and the Companies and reimburse the Buyer and the Companies for the following against (collectively, “Seller Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: ”) (i) all liability for Taxes of the Acquired Companies for all Pre-Closing Tax Periods, (ii) any and all damages arising out of, resulting from or incident to any breach by the Sellers of any covenant contained in Section 8.2.4, (iii) any increase in Tax liability for a Pre-Closing Tax Period or Post-Closing Tax Period imposed on the Acquired Companies due to the application of Code Section 280G to any payments made by an Acquired Company, and (iv) all liability (as a result of Treasury Regulation Section 1.1502-6(a) or a comparable state or local Tax provision) for Taxes of any Person which is or has been an Affiliate of the Acquired Companies during a Pre-Closing Tax Period; provided, however, that the Sellers shall not be liable for or pay and shall not indemnify, defend, save or hold harmless the Buyer Indemnitees for any Taxes (collectively, “Excluded Taxes”) imposed on the Acquired Companies as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end transactions occurring on or prior to the Closing Date being referred that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation 1.1502-76(b)(1)(ii)(B)) to collectively hereinafter as “periods after the Closing Date. For the avoidance of doubt, all items paid by the Company on the Closing Date shall be deemed to have been paid by the Company during the final Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period.

Tax Indemnification. Sellers shall, jointly and severally, except as otherwise set forth in Section 3.24, indemnify the Company, Buyer, and each Buyer Indemnitee (as defined in Section 8.01) and hold them harmless from and against (a) Subject to Section 13.3any loss, from and after the Closing Datedamage, ASC liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind (for purposes of this Article XI onlycollectively, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer including reasonable attorneys’ fees and the Companies cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.19; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in this ARTICLE VI; (c) any Loss attributable to any and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes of or imposed on the Companies Company or relating to the Buyer as a result business of the operations of the Companies with respect to any taxable year or period Company for all Tax periods ending on or before prior to the Closing Date; (iid) with respect any Loss attributable to taxable years or periods beginning before the Closing Date any and ending after the Closing Date, all Taxes of or imposed on the Companies Company or relating to the Buyer as a result business of the operations of the Companies, which Taxes are allocable to Company for the portion of such taxable year or period ending any Straddle Period that ends on the Closing Date (determined in accordance with the principles of Section 6.02); (e) any Loss attributable to any and all Taxes of any member of an “Interim Period”affiliated, consolidated, combined, unitary or similar group of which the Company (or any predecessor of the Company) (Interim Periods and any taxable years is or periods that end was a member on or prior to the Closing Date being referred to collectively hereinafter as “Preby reason of a liability under Treasury Regulation Section 1.1502-Closing Periods”)6 or any comparable provisions of foreign, state, or local Law; (iiif) any Loss attributable to any and all Taxes of any member Person imposed on the Company arising under the principles of transferee or successor liability, by contract or otherwise, relating to an event or transaction occurring before the Closing; (g) any affiliated group of corporations Loss attributable to any and all payroll or similar Taxes for all Tax periods (as defined in or portions thereof) ending on or before the Closing Date that are deferred under Section 1504 2302 of the CodeCARES Act, the President’s Memorandum of August 8, 2020 Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, IRS Notice 2020-65 or IRS Notice 2021-11 (or, in each case, any analogous provision of applicable state, local or foreign Law) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before until after the Closing Date; (ivg) any and all Taxes or other costs withheld by Buyer pursuant to Section 2.03. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, Sellers shall reimburse Buyer Indemnitees payable as a result for any Taxes of any inaccuracy in the Company that are the responsibility of Sellers, individually, (but jointly and severally if the responsibility of the Company) pursuant to this Section 6.05 within ten business days after payment of such Taxes by Buyer or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained the Company (collectively, the Losses relating to Taxes referred to in this Article XISection 6.05, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period“Seller Taxes”).

Tax Indemnification. (a) Subject to Section 13.3, from The Shareholders and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), DolEx Class B Shareholders shall be responsible for, shall pay or cause to be paid, and shall severally indemnify, defend and hold harmless the Buyer each Parent Group Member from and the Companies and reimburse the Buyer and the Companies against any Liability, as well as Losses or Expenses arising therefrom, for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all any unpaid Taxes imposed on the Companies or the Buyer as a result of the operations Company and each Subsidiary with respect to Tax periods ending on or before the Closing Date, (ii) any unpaid Taxes of the Companies Company and each Subsidiary with respect to any taxable year or Tax period beginning before and ending after the Closing Date (a “Straddle Period”) to the extent allocable (as determined in Section 10.1(b)) to the portion of such period ending on or before the Closing Date (the “Pre-Closing Tax Period”) and (iii) any breach in this Agreement of any covenant, representation or warranty relating to Taxes. For purposes of Section 10.1(a), unpaid Tax for the period from January 1, 2003 through the Closing Date shall be the Tax with respect to such period less the amount of estimated Taxes paid by the Company prior to the Closing Date with respect to such period and less the Accrued Taxes for such period, reflected on a certificate duly executed by the President or Chairman of the Company pursuant to Section 4.6(h). Parent shall refund to the Shareholders and to Pilscomb Properties LLC, on behalf of the DolEx Class B Shareholders, their proportionate amount by which the estimated Taxes paid by the Company with respect to such period and the Accrued Taxes for such period, reflected on an executed certificate pursuant to Section 4.6(h), exceed the amount of Taxes owed to the relevant Governmental Body with respect to such period. Each Parent Group Member shall severally indemnify, defend and hold harmless each Shareholder Group Member and the DolEx Class B Shareholders from and against any Liability, as well as Losses or Expenses arising therefrom, for (i) the Taxable periods that begin after the Closing Date; , (ii) with respect the portion of any Tax attributable to taxable years the Straddle Period to the extent allocable to the period commencing after the Closing Date as set forth in Section 10.1(b), and (iii) any Tax periods that end on or periods beginning before the Closing Date including the portion of the Straddle Period ending on or before the Closing Date only if such Liability is attributable to any election made by the Parent Group, Company or Subsidiaries (including, but not limited to any election under Section 338 of the Code) after the Closing Date. If Parent intends to file an amended Tax Return for Company and/or any of its Subsidiaries for a Tax period that ends on or before the Closing Date and ending after if this filing would create a Tax Indemnification obligation for Shareholders and the Closing DateDolEx Class B Shareholders pursuant to Section 10.1(a), all Taxes imposed on Parent shall submit to the Companies or the Buyer as a result Shareholder Representative copies of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date amended Tax Return that would create such Tax Indemnification obligation for its review and comments at least fifteen (an “Interim Period”15) (Interim Periods and any taxable years or periods that end on or days prior to the Closing Date being referred date such amended Tax Return is intended to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes be filed, the date of which will be disclosed to the Shareholder Representative. Parent shall consider such comments in good faith. Nonetheless, if Parent does not agree with or accept any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which written comments provided by the Companies Shareholder Representative or any if Shareholder Representative does not deliver its written comments to Parent within 15 days of their respective Subsidiaries files or has filed a Shareholder Representative’s receipt of the amended Tax Return, the Parent may still file such amended Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior originally submitted to the Closing (whether or not written) with respect to a Pre-Closing PeriodShareholder Representative.

Tax Indemnification. Seller shall indemnify each Company, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect any Loss attributable to any taxable year breach of or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 3.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this ARTICLE VI; (c) all Taxes of this Agreement each Company or relating to the business of that Company for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which either Company (or any breach of any covenant contained in this Article XI, without duplication; and (vpredecessor) any Taxes is or other payments required to be made after the Closing Date by the Companies was a member on or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; (whether or not writtene) (e) any and all Taxes related to the Company’s deferral of withholding and remittance of Applicable Taxes with respect to Applicable Wages pursuant to IRS Notice 2020-65 (or any comparable regime for state or local Tax purposes); (f) any and all withholding Taxes required to be deducted and withheld with respect to payments made by Buyer to Seller (or by either Company to the Seller) (or in connection with the transactions contemplated by this Agreement, including the exercise of options or payment of stock) pursuant to applicable Tax laws in connection with the transactions contemplated pursuant to this Agreement; (g) any and all amounts required to be paid by either Company pursuant to any Tax Sharing Agreement, Tax exemption, Tax holiday, Tax reduction or similar type agreement (that any Company was a Preparty on or prior to the Closing Date); (h) any income Tax owed resulting from an increase in Taxable income (including attributable to cancellation of indebtedness income) attributable to forgiveness, cancellation or reduction of any PPP Loan or Taxes attributable to the denial of an expense or deduction pursuant to IRS Notice 2020-32 or any comparable provision of state or local Law (and any successors thereof including any Treasury Regulations or further IRS or other Taxing Authority pronouncements); (i) [Intentionally omitted]; and (j) any and all Taxes of any Person imposed on either Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing, in each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Seller shall reimburse Buyer for any Company Taxes that are Seller’s responsibility pursuant to this Section 6.03 within ten Business Days after notice payment of such Taxes by Buyer or either Company is given to Seller. Notwithstanding anything to the contrary set forth herein, the amount of Taxes which are indemnified pursuant to this Section 6.03 which would have been payable or paid shall be determined without taking into account any carryback of any Tax attribute (including any net operating loss carryback) arising in any Tax period ending after the Closing PeriodDate.

Tax Indemnification. (a) Subject The Signing Stockholders hereby agree, jointly and severally, to Section 13.3, be liable for and to indemnify and hold the Owners Indemnified Parties harmless from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paidagainst, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, pay to the extent that such Taxes have not been paid as Owners Indemnified Parties the amount of the Closing Date any and are not reflected all Losses in the determination respect of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of Company and the Companies with respect to Subsidiaries (or any predecessor thereof) (A) for any taxable year or period ending on or before the Closing Date; , and (iiB) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to for the portion of such taxable year or period any Straddle Period ending at the close of business on the Closing Date (an “Interim Period”determined as provided in Section 9.6(c)), but only to the extent that any such Taxes are not included in the Company’s liability for Taxes in accordance with GAAP as of the Closing Date; (ii) any and all Taxes imposed on any member of a consolidated, combined or unitary group of which the Company or any Subsidiary (Interim Periods and or any taxable years predecessor thereof) is or periods that end was a member on or prior to the Closing Date being referred Date, by reason of the liability of the Company or any Subsidiary (or any predecessor thereof), pursuant to collectively hereinafter as “PreTreasury Regulation Section 1.1502-Closing Periods”6(a) (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign Law); (iii) Taxes the failure of any member of any affiliated group of corporations (as defined the representations and warranties contained in Section 1504 5.10 to be true and correct in all material respects or the failure of the CodeSigning Stockholders or the Company (prior to Closing) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of to perform any covenant contained in this Article XI, without duplicationAgreement required by this Agreement to be performed by the Signing Stockholders or the Company (prior to Closing) with respect to Taxes; (iv) any failure by the Signing Stockholders to timely pay any and all Taxes required to be borne by the Signing Stockholders pursuant to Section 9.6(e); and (v) any Taxes or other payments required to be made after Tax liability arising out of the Closing Date by triggering of an ELA as a result of the Companies or any disposition of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Periodstock of the Agency and the liquidation of the Plantation.

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) To the extent in excess of $15,000,000 and subject to Section 5.9(g)(iii), Seller shall indemnify Purchaser, the Company and each Company Subsidiary from and against (A) any Taxes for any Pre-Closing Tax Period resulting from, arising out of, relating to or caused by any Liability or obligation of the Company or any Company Subsidiary for Taxes of any person other than the Company or any Company Subsidiary and all losses, claims, Liabilities, costs and expenses (including without limitation reasonable expenses of investigation and reasonable attorneys' fees and disbursements) ("Losses") relating to such Taxes (1) under Treasury Regulation Section 1.1502-6 (or any similar provision of state or local Law), (2) as a transferee or successor, (3) by contract, or (4) otherwise, (B) any Taxes (other than United States federal, state or local Taxes) and any Losses in respect of such Taxes imposed on the Companies Company or the Buyer any Company Subsidiary as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes failure of any member of any affiliated group the Seller Group to discharge such member's obligation in respect of corporations such Taxes (as defined in Section 1504 of unless such Taxes relate to a Post-Closing Period and the Code) with which the Companies Company or any of their respective its Subsidiaries files or has filed a Tax Return on a consolidatedis primarily liable for such Taxes), combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (ivC) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made contained in Section 3.17 of this Agreement 3.7 (Tax Matters) or any breach of any covenant contained in this Article XISection 5.9, without duplication; and (vD) any Taxes or other payments required and any Losses relating to be made after such Taxes imposed on the Closing Date by the Companies Company or any of their respective Subsidiaries to Company Subsidiary for any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Tax Period, (E) any Taxes and any Losses attributable to the payment of the Loan Repayment Amount, and (F) any Taxes and any Losses attributable to the Restructuring Transactions. Seller shall discharge its obligation to indemnify Purchaser against such Pre-Closing Tax Period Tax by paying to Purchaser an amount equal to the amount of such Tax or Loss relating to such Tax. In determining (i) whether any representation or warranty contained in Section 3.7 (Tax Matters) was true and correct as of any particular date and (ii) the amount of any Losses in respect of the failure of any such representation or warranty to be true and correct as of any particular date, any materiality standard applying to or contained in such representation or warranty shall be disregarded.

Tax Indemnification. (ai) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), Seller shall be responsible liable for, shall pay or cause to be paid, and shall indemnify, defend defend, and hold the Purchaser Parties harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) against all Taxes imposed on the Companies Company or the Buyer as a result of the operations of the Companies with respect to any the Acquired Business for all taxable year periods (or period portions thereof) ending on or before prior to the Closing Date; , except to the extent such Taxes are Permitted Liabilities. (ii) Purchaser and the Company shall be liable for, and shall indemnify, defend, and hold the Seller Parties harmless against all Taxes imposed on the Company or with respect to the Acquired Business for all taxable years periods (or periods portions thereof) ending after to the Closing Date and for any Taxes that are Permitted Liabilities. (iii) For purposes of Section 6.1(a) and this Section 6.1(c), the portion of any Taxes that are payable with respect to a taxable period beginning before on or prior to the Closing Date and ending after the Closing Date (a “Straddle Period”) that shall be allocated to Seller is: (A)in the case of Taxes that are either (1) based upon or related to income or receipts or (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement, deemed equal to the amount which would be payable if the taxable year ended on the Closing Date, all ; and (B)in the case of Taxes imposed on a periodic basis with respect to the Companies assets or otherwise measured by the Buyer as level of any item, shall be the product of (1) the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), and (2) a result fraction, the numerator of which is the operations number of the Companies, which Taxes are allocable to calendar days in the portion of such taxable year or period the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this Section 6.1(c)(iii) taking into account the type of the Tax to which the refund relates. In the case of any Tax based upon or measured by capital (an “Interim Period”including net worth or long term debt) or intangibles, any amount thereof required to be allocated under this Section 6.1(c)(iii) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Company. (Interim Periods and iv) Seller shall be entitled to any credit or refund of Taxes of the Company for any taxable years period (or periods that end portion thereof) ending on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes Date, net of any member of any affiliated group of corporations (as defined in Section 1504 of Taxes borne by Purchaser or the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable Company as a result of any inaccuracy in its receipt of such credit or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and refund. (v) any Taxes or other payments required to be made after For the Closing Date by avoidance of doubt, the Companies or any rules and procedures of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior Article V above shall apply to the Closing indemnification covenants set forth in this Section 6.1. Membership Interest Purchase Agreement Page 36 of 71 Xxxxx Xxxxxxx, Singular Payments, LLC, and Payment Data Systems, Inc. (whether or not writtend) Certain Taxes. Seller shall bear and pay 100% of all transfer Taxes incurred in connection with this Agreement. Purchaser and Seller will cooperate in the preparation and filing of all necessary Tax Returns with respect to a Pre-Closing Periodall such transfer Taxes.