Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. Seller shall indemnify the Company, Purchaser, and each Purchaser Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.08; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Purchaser for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 7.03 within ten Business Days after payment of such Taxes by Purchaser or the Company.

Tax Indemnification. Seller shall Each recipient of Ordinary Shares pursuant to the Allocation Schedule set forth in Schedule A-2 shall, severally and not jointly (in accordance with the number of Ordinary Shares actually received by such recipient as consideration under this Agreement), indemnify the Company, PurchaserArgo, and each Purchaser Argo Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.15; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI; (c) all Taxes of the Company or relating to the business business, activities, or property holdings of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 , the Owners shall, severally and not jointly (in accordance with the number of Ordinary Shares actually received by such recipient as consideration under this Agreement), reimburse Purchaser Argo for any Taxes of the Company that are the responsibility of Seller the Owners pursuant to this Section 7.03 6.02 within ten Business Days after payment of such Taxes by Purchaser Argo or the Company.

Tax Indemnification. Seller shall indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.082.09; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIXI; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person Person imposed on the Company arising under the principles of transferee or successor liability or by contractContract, relating to an event or transaction occurring before the Closing 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 Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 7.03 11.03 within ten (10) Business Days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller Sellers shall indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.14; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VII6; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Sellers shall reimburse Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller Sellers pursuant to this Section 7.03 6.3 within ten (10) Business Days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Except to the extent treated as a liability pursuant to the Purchase Price Adjustment Mechanism, Seller shall indemnify the CompanyAcquired Companies, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.23; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI; (c) all Taxes of the Company Acquired Companies or relating to the business of the Company Acquired Companies for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company Acquired Companies (or any predecessor of the CompanyAcquired Companies) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the any Acquired Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Purchaser Buyer for any Taxes of the any Acquired Company that are the responsibility of Seller pursuant to this Section 7.03 6.03 within ten (10) Business Days after payment of such Taxes by Purchaser Buyer or the any Acquired Company.

Tax Indemnification. Other than any Loss or Taxes (x) that are a direct result of a Buyer Tax Act and only to the extent thereof or (y) that were taken into account in the calculation of Leakage, Seller shall indemnify the each ACFP Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.21; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI; (c) all Taxes of the Company or relating to the business of the Company ACFP Business 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 an ACFP Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the an ACFP Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each Any Taxes of any ACFP Company that are the above casesresponsibility of Seller pursuant to this Section 6.03, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred ), shall be satisfied in connection therewith. Seller shall reimburse Purchaser for any Taxes of the Company that are the responsibility of Seller pursuant to this manner described in Section 7.03 within ten Business Days after payment of such Taxes by Purchaser or the Company6.09.

Tax Indemnification. Seller Parties shall jointly and severally indemnify the Company, Purchaser, Buyer and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking undertaking, or obligation in this Article VIIVI; (c) all Taxes of the Company Business or relating to the business of the Company Business for all Prepre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined combined, or unitary group of which the Company any Seller Party (or any predecessor of the Companyany Seller Party) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state state, or local Law; and (e) any and all Taxes of any person imposed on the Company Buyer arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with ; and (f) any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewithwith any of the foregoing. Seller Parties shall reimburse Purchaser Buyer for any Taxes of the Company Business that are the responsibility of Seller Parties pursuant to this Section 7.03 6.02 within ten Business Days after payment of such Taxes by Purchaser or the CompanyBuyer.

Tax Indemnification. Seller Transferors shall indemnify the CompanyCompanies, PurchaserParentCo, MedMen, and each Purchaser Indemnitee MedMen Affiliate and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.084.21; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIIX; (c) all Taxes of the Company Companies or relating to the business of the Company Business for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the any Company (or any predecessor of the any Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company Companies arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Transferors shall reimburse Purchaser ParentCo for any Taxes of the Company Companies that are the responsibility of Seller Transferors pursuant to this Section 7.03 9.03 within ten Business Days after payment of such Taxes by Purchaser ParentCo or the CompanyCompanies.

Tax Indemnification. The Seller shall indemnify FTRK, the Company, PurchaserPurchasers, and each Purchaser Purchasers Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.15; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking undertaking, or obligation in Article VIIVI; (c) all Taxes of the Company FTRK or relating to the business of the Company FTRK for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined combined, or unitary group of which the Company (or any predecessor of the Company) FTRK is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state state, or local Law; and (e) any and all Taxes of any person imposed on the Company FTRK arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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. The Seller shall reimburse Purchaser the Purchasers for any Taxes of the Company FTRK that are the responsibility of the Seller pursuant to this Section 7.03 6.02 within ten (10) Business Days after payment of such Taxes by Purchaser the Purchasers or the CompanyFTRK.

Tax Indemnification. Seller shall indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss Losses attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.21; (b) any Loss Losses attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI, including but not limited to any adverse effect on the Company as a results of the settlement of an audit as described in Section 6.01(f); (c) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section §1.1502-6 or any comparable provisions of foreign, state or local Law; (e) any Losses attributable to Seller’s failure to pay any Taxes imposed on the Company attributable to the making of the Section 338(h)(10) Election, and (ef) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 7.03 Article VI within ten (10) Business Days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller The Sellers shall jointly and severally indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.20; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 , the Sellers shall jointly and severally reimburse Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller the Sellers pursuant to this Section 7.03 7.3 within ten (10) Business Days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller Aegis shall indemnify the Company, PurchaserTecogen, and each Purchaser Tecogen Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.06; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII; (c) all Taxes of the Company or relating to the business performance of the Company Maintenance Agreements for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company Aegis (or any predecessor of the Companypredecessor) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person Person imposed on the Company Aegis arising under the principles of transferee or successor liability or by contractContract, relating to an event or transaction occurring before the Closing 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 Aegis shall reimburse Purchaser Tecogen for any Taxes of the Company that are the responsibility of Seller Aegis pursuant to this Section 7.03 7.02 within ten (10) Business Days after payment of such Taxes by Purchaser or the Company.Xxxxxxx. 7.03

Tax Indemnification. Seller Sellers shall jointly and severally indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In , 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 Sellers shall reimburse Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller Sellers pursuant to this Section 7.03 within ten Business Days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller shall indemnify the Company, PurchaserBuyer, and each Purchaser Indemnitee of Buyer’s affiliates and hold them harmless from and against (a) any Loss loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.082.19; (b) any Loss loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI; (c) all Taxes taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods; (d) all Taxes 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 the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 7.03 6.02 within ten Business Days (10) business days after payment of such Taxes taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller (a) Sellers, jointly and severally, shall indemnify the Company, Purchaser, Surviving Company and each Purchaser Buyer Indemnitee and hold them harmless from and against (ai) any Loss Taxes attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.22; (bii) any Loss Taxes attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI; (ciii) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods; (div) 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 the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (ev) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating with respect to an event or transaction entity acquired by the Company occurring before the Closing Date. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ ' and accountants’ ' fees) incurred in connection therewith. Seller Sellers shall reimburse Purchaser Parent for any Taxes of the Company that are the responsibility of Seller Sellers pursuant to this Section 7.03 6.03 within ten 10 Business Days after payment of such Taxes by Purchaser Parent or the Company.. 41

Tax Indemnification. Seller (a) The Investor shall indemnify MTE, the Company, Purchaser, and each Purchaser Company Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.085.16; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VIII; (c) all Taxes of the Company MTE or relating to the business of the Company MTE for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company MTE (or any predecessor of the CompanyMTE) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any Transfer Taxes, (f) any and all Taxes of any person imposed on the Company MTE arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each Date and (g) the inability of the above casesCompany to utilize any NOLs of MTE as a result of any breach of or inaccuracy in any representation or warranty made by Investor in this Agreement (together, together with any out-of-pocket fees and expenses the “Indemnified Taxes”). To the extent the Company pays an Indemnified Tax, (including attorneys’ ' and accountants’ fees) ' fees incurred in connection therewith. Seller ), the Investor shall reimburse Purchaser for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 7.03 for such payment within ten thirty (30) Business Days after payment of such Taxes by Purchaser or the CompanyDays.

Tax Indemnification. Seller shall indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 7.03 6.03 within ten Business Days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller shall indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.13; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 7.03 6.02 within ten Business Days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller The Sellers shall indemnify SMGE, the Company, Purchaser, and each Purchaser Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.15; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking undertaking, or obligation in Article VIIVI; (c) all Taxes of the Company SMGE or relating to the business of the Company SMGE for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined combined, or unitary group of which the Company (or any predecessor of the Company) SMGE is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state state, or local Law; and (e) any and all Taxes of any person imposed on the Company SMGE arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 The Sellers shall reimburse the Purchaser for any Taxes of the Company SMGE that are the responsibility of Seller the Sellers pursuant to this Section 7.03 6.02 within ten (10) Business Days after payment of such Taxes by the Purchaser or the CompanySMGE.

Tax Indemnification. Seller The Transferors shall indemnify the Company, PurchaserIgnite CAN, and each Purchaser Indemnitee Ignite CAN Affiliate and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made by the Transferors in Section 3.08; this Agreement (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VII9; (c) all Taxes of the Company or relating to the business of the Company Business 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 The Transferors shall reimburse Purchaser Ignite CAN for any Taxes of the Company that are the responsibility of Seller the Transferors pursuant to this Section 7.03 9.2 within ten (10) Business Days after payment of such Taxes by Purchaser Ignite CAN or the Company.

Tax Indemnification. Seller Sellers shall indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Sellers shall reimburse Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller Sellers pursuant to this Section 7.03 6.03 within ten (10) Business Days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller shall indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 7.03 6.03 within ten Business Days business days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller Sellers shall indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.14; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VII6; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Sellers shall reimburse Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller Sellers pursuant to this Section 7.03 6.3 within ten (10) Business Days after payment of such Taxes by Purchaser Buyer or the Company.. 6.4

Tax Indemnification. Seller Sellers shall jointly indemnify the Company, Purchaser, and each Purchaser Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIISection IX; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 , Sellers shall jointly reimburse Purchaser for any Taxes of the Company that are the responsibility of Seller the Sellers pursuant to this Section 7.03 9.3 within ten Business Days after payment of such Taxes by Purchaser or the Company.

Tax Indemnification. Seller The Company Shareholders shall indemnify the Company, PurchaserGlorious, and each Purchaser Indemnitee Glorious Affiliate and hold them harmless from and against against: (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made by the Company Shareholders in Section 3.08this Agreement; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VII9; (c) all Taxes of the Company or relating to the business of the Company Business 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 The Company Shareholders shall reimburse Purchaser Glorious for any Taxes of the Company that are the responsibility of Seller the Company Shareholders pursuant to this Section 7.03 9.2 within ten (10) Business Days after payment of such Taxes by Purchaser Glorious or the Company.

Tax Indemnification. The Seller shall indemnify CPSL, the Company, PurchaserPurchasers, and each Purchaser Purchasers Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.15; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking undertaking, or obligation in Article VIIVI; (c) all Taxes of the Company CPSL or relating to the business of the Company CPSL for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined combined, or unitary group of which the Company (or any predecessor of the Company) CPSL is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state state, or local Law; and (e) any and all Taxes of any person imposed on the Company CPSL arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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. The Seller shall reimburse Purchaser the Purchasers for any Taxes of the Company CPSL that are the responsibility of the Seller pursuant to this Section 7.03 6.02 within ten (10) Business Days after payment of such Taxes by Purchaser the Purchasers or the CompanyCPSL.

Tax Indemnification. Seller The Target Shareholders shall indemnify the CompanyTarget, PurchaserParent, and each Purchaser Parent Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.15; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI; (c) all Taxes of the Company Target or relating to the business of the Company Target for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company Target (or any predecessor of the CompanyTarget) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company Target arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 , the Target Shareholders shall reimburse Purchaser Parent for any Taxes of the Company Target that are the responsibility of Seller the Target Shareholders pursuant to this Section 7.03 6.03 within ten Business Days after payment of such Taxes by Purchaser Parent or the CompanyTarget.

Tax Indemnification. Seller The Target Shareholders shall indemnify the CompanyTarget, PurchaserParent, and each Purchaser Parent Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.14; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI; (c) all Taxes of the Company Target or relating to the business of the Company Target for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company Target (or any predecessor of the CompanyTarget) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company Target arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 , the Target Shareholders shall reimburse Purchaser Parent for any Taxes of the Company Target that are the responsibility of Seller the Target Shareholders pursuant to this Section 7.03 6.03 within ten Business Days after payment of such Taxes by Purchaser Parent or the CompanyTarget.

Tax Indemnification. Seller shall indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.14; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VII6; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 7.03 6.3 within ten (10) Business Days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller The Target Shareholders shall indemnify the CompanyTarget, PurchaserParent, and each Purchaser Parent Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.14; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI; (c) all Taxes of the Company Target or relating to the business of the Company Target for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company Target (or any predecessor of the CompanyTarget) is are or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company Target arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 , the Target Shareholders shall reimburse Purchaser Parent for any Taxes of the Company Target that are the responsibility of Seller the Target Shareholders pursuant to this Section 7.03 6.03 within ten Business Days after payment of such Taxes by Purchaser Parent or the CompanyTarget.

Tax Indemnification. Seller The Warrantor shall indemnify the each Company, Purchaserthe Buyer, and each Purchaser the Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.084.25; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII; (c) all Taxes of the any Company or relating to the business of the such Company for all Pre-Closing Tax Periods; and (d) 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 the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person (other than the Buyer or its Affiliates) imposed on the any Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) reasonably incurred in connection therewith. Seller The Warrantor shall reimburse Purchaser the Buyer for any Taxes of the any Company that are the responsibility of the Seller pursuant to this Section 7.03 within ten (10) Business Days after payment of such Taxes by Purchaser the Buyer or the any Company.

Tax Indemnification. (i) The Seller shall indemnify the Company, Purchaser, Company and each Purchaser Indemnitee the Buyer and hold them harmless from and against (ai) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.084.19; (bii) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII6; (ciii) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax PeriodsTaxes (which for the avoidance of doubt shall include any penalties and/or interest attributable thereto); (div) 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 the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (ev) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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. , the Seller shall reimburse Purchaser the Buyer for any Taxes of the Company that are the responsibility of the Seller pursuant to this Section 7.03 6.1(n)(i) within ten (10) Business Days after the earlier of the payment of such Taxes by Purchaser the Buyer or the CompanyCompany or a determination by a taxing authority.

Tax Indemnification. Seller The Principal Shareholders shall jointly indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.20; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 , the Principal Shareholders shall jointly reimburse Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller the Stockholders pursuant to this Section 7.03 within ten Business Days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller The Target Shareholders shall indemnify the CompanyTarget, PurchaserParent, and each Purchaser Parent Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.15; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI; (c) all Taxes of the Company Target or relating to the business of the Company Target for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company Target (or any predecessor of the CompanyTarget) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company Target arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 , the Target Shareholders shall reimburse Purchaser Parent for any Taxes of the Company Target that are the responsibility of Seller the Target Shareholders pursuant to this Section 7.03 6.03 within ten Business Days after payment of such Taxes by Purchaser Parent or the CompanyTarget. Notwithstanding any language to the contrary in this Article VI, any potential tax liability of the Target Shareholders arising under this Agreement shall be assessed severally and not jointly.

Tax Indemnification. Seller shall Each Company hereby agrees, severally and not jointly, to indemnify the CompanyZFG and its Representatives, Purchaser, and each Purchaser Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made by such Company in Section 3.084.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI by such Company; (c) all Taxes of the such Company or relating to the business of the Company for all Pre-Closing Tax Periodsperiod prior to the Closing; (d) 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 the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 , the Company shall, severally and not jointly, reimburse Purchaser ZFG for any Taxes of the such Company that are the its responsibility of Seller pursuant to this Section 7.03 6.03 within ten Business Days after payment of such Taxes by Purchaser or the CompanyZFG.

Tax Indemnification. Seller shall indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.21; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 7.03 6.03 within ten Business Days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller The Shareholder shall indemnify the Company, Purchaser, 4Front and each Purchaser 4Front Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.12; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 , the Shareholder shall reimburse Purchaser 4Front for any Taxes of the Company that are the responsibility of Seller the Shareholder pursuant to this Section 7.03 6.03 within ten 10 Business Days after payment of such Taxes by Purchaser 4Front or the Company.

Tax Indemnification. Seller Each of the Sellers shall severally, based upon his or its Pro Rata Share indemnify (subject to Section 7.07 and, in the case of Taxes other than income Taxes, to the Cap set forth in Article IX) the Company, Purchaserthe Buyers, and each Purchaser Buyer Indemnitee and hold each of them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.084.18; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VII; (c) any Taxes of the Sellers resulting from the transactions contemplated by this Agreement, (d) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods; (de) 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 the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any 44 comparable provisions of foreign, state or local Law; and (ef) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In , 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 Purchaser for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 7.03 within ten Business Days after payment of such Taxes by Purchaser or the Company.

Tax Indemnification. Seller shall indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI; (c) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax PeriodsPeriods (""Pre-Closing Taxes"); (d) 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 the First Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local LawDate; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the First Closing 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 Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 7.03 6.03 within ten Business Days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller Sellers shall indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.083.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Sellers shall reimburse Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller Sellers pursuant to this Section 7.03 6.03 within ten (10) Business Days after payment of such Taxes by Purchaser Buyer or the Company.

Tax Indemnification. Seller Subject to Section 7.04, Sellers shall indemnify the Company, PurchaserBuyer, and each Purchaser Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.084.18; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article ARTICLE VII; (c) all Taxes of the Company or relating to the business of the 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 Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing 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 Sellers shall reimburse Purchaser Buyer for any Taxes of the Company that are the responsibility of Seller Sellers pursuant to this Section 7.03 within ten Business Days after payment of such Taxes by Purchaser Buyer or the Company.