Common use of Allocation of Taxes and Indemnification Clause in Contracts

Allocation of Taxes and Indemnification. (a) From and after the Closing Date, Citigroup shall be responsible for, and shall indemnify and hold Legg Mason and its Affiliates (which, for purposes of this Article VIII, shall include the CAM Subsidiaries after the Closing Date) and each of their respective officers, directors, employees, agents and representatives (the “Legg Mason Tax Indemnitees”) harmless against (i) any liability for Taxes imposed on any of the CAM Subsidiaries or for which they are otherwise liable for as a transferee or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any CAM Subsidiary as a result of the CAM Restructuring, for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on the Closing Date, (ii) any Taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code with respect to the CAM Domestic Subsidiaries (a “CAM Election”) and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to Taxes, (iii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated or unitary group) for which any CAM Subsidiary may be liable because of membership in the affiliated group, within the meaning of Section 1504(a) of the Code, of which Citigroup is the common parent (the “Citigroup Affiliated Group”) or any consolidated group, combined, affiliated or unitary group (other than the Citigroup Affiliated Group) at any time prior to Closing, and (iv) any Taxes imposed on Legg Mason or its Affiliates under Section 951 of the Code with respect to any CAM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing Date, such amount determined in the manner described in Section 8.1(e)(i)(A). Citigroup shall indemnify the Legg Mason Tax Indemnitees for any and all reasonable out-of-pocket costs and expenses (including reasonable fees for attorneys and other outside consultants) incurred in connection with any contest of any Tax liability for which Citigroup is liable under this Article VIII. With respect to each time that Legg Mason brings an indemnification claim pursuant to this Article VIII, Citigroup shall not be liable, and Legg Mason shall not seek indemnification, under this Section 8.1(a) (A) until the aggregate amount of Citigroup’s indemnification obligation under this Section 8.1(a) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Citigroup shall be liable for the entire amount of the indemnification obligation under this Section 8.1(a) and (B) for any current Taxes to the extent reserved for, clearly set forth and verifiable on the CAM Final Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Citigroup shall indemnify and hold harmless Legg Mason and its Affiliates against any and all losses of Tax Benefits resulting from Citigroup’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any CAM Domestic Subsidiary. (b) From and after the Closing Date, Legg Mason shall be responsible for, and shall hold Citigroup and its Affiliates and each of their respective officers, directors, employees, agents and representatives (the “Citigroup Tax Indemnitees”) harmless against, any Taxes imposed on the CAM Subsidiaries, and not indemnified against by Citigroup under Section 8.1(a), (i) for all taxable periods ending after the Closing Date or portions of the Straddle Period beginning after the Closing Date and (ii) that are attributable to any action of Legg Mason or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions contemplated by this Agreement or taken at the request of Citigroup, including, without limitation, the making of the CAM Elections and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to Taxes). (c) From and after the Closing Date, Legg Mason shall be responsible for, and shall indemnify and hold the Citigroup Tax Indemnitees (which, for purposes of this Article VIII, shall include the PC/CM Subsidiaries after the Closing Date) harmless against (i) any liability for Taxes imposed on any of the PC/CM Subsidiaries or for which they are otherwise liable for as a transferee or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any PC/CM Subsidiary as a result of the PC/CM Restructuring, for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on the Closing Date, (ii) any Taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code with respect to the PC/CM Domestic Subsidiaries (a “PC/CM Election”) and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Taxes, (iii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated or unitary group) for which any PC/CM Subsidiary may be liable because of membership in the affiliated group, within the meaning of Section 1504(a) of the Code, of which Legg Mason is the common parent (the “Legg Mason Affiliated Group”) or any consolidated group, combined, affiliated or unitary group (other than the Legg Mason Affiliated Group) at any time prior to Closing, and (iv) any Taxes imposed on Citigroup or its Affiliates under Section 951 of the Code with respect to any PC/CM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing Date, such amount determined in the manner described in Section 8.1(e)(i)(A). Legg Mason shall indemnify the Citigroup Tax Indemnitees for any and all reasonable out-of-pocket costs and expenses (including reasonable fees for attorneys and other outside consultants) incurred in connection with any contest of any Tax liability for which Legg Mason is liable under this Article VIII. With respect to each time that Citigroup brings an indemnification claim pursuant to this Article VIII, Legg Mason shall not be liable, and Citigroup shall not seek indemnification, under this Section 8.1(c) (A) until the aggregate amount of Legg Mason’s indemnification obligation under this Section 8.1(c) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Legg Mason shall be liable for the entire amount of the indemnification obligation under this Section 8.1(c) and (B) for any current Taxes to the extent reserved for, clearly set forth and verifiable on the PC/CM Final Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Legg Mason shall indemnify and hold harmless Citigroup and its Affiliates against any and all losses of Tax Benefits resulting from Legg Mason’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any PC/CM Domestic Subsidiary. (d) From and after the Closing Date, Citigroup shall be responsible for, and shall hold the Legg Mason Tax Indemnitees harmless against, any Taxes imposed on the PC/CM Subsidiaries, and not indemnified against by Legg Mason under Section 8.1(c), (i) for all taxable periods beginning after the Closing Date or portions of the Straddle Period beginning after the Closing Date, (ii) that are attributable to any action of Citigroup or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions contemplated by this Agreement or taken at the request of Legg Mason, including, without limitation, the making of the PC/CM Elections and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Taxes).

Allocation of Taxes and Indemnification. (a) From Subject to Section 2(b), from and after the Closing Date, Citigroup shall be responsible for, and shall indemnify and hold Legg Mason the members of the Primerica Group harmless from and its Affiliates (which, for purposes of this Article VIII, shall include the CAM Subsidiaries after the Closing Date) and each of their respective officers, directors, employees, agents and representatives (the “Legg Mason Tax Indemnitees”) harmless against (i) any consolidated, combined, affiliated, unitary or similar federal, state or local Income Tax liability for Taxes of the Citigroup Affiliated Group or any Citigroup State Group imposed on or with respect to any member of the CAM Subsidiaries or for which they are otherwise liable for as a transferee or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any CAM Subsidiary as a result of the CAM Restructuring, Primerica Group for any taxable Taxable period ending on or before the Closing Date, and for the portion of any Straddle Period (as defined below) ending on the Closing DateDate (a “Pre-Closing Tax Period”), (ii) any Taxes resulting from (other than Conveyance Taxes) for any valid, timely and effective election described in Section 338(h)(10) of the Code with respect Pre-Closing Tax Period attributable to the CAM Domestic Subsidiaries (a “CAM Election”) Section 338 Elections and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to TaxesRestructuring Transactions, (iii) any amount required to be paid by Citigroup pursuant to Section 2(i), (iv) any Canadian Goods and Services Taxes (“GST”) for any Pre-Closing Tax Period that are imposed on management services provided by Primerica Financial Services (Canada) Ltd. to any of the Canadian Subsidiaries (the Taxes described in clauses (i), (ii) (iii) and (iv) hereinafter referred to as the “Pre-Closing Taxes”), (iv) all Taxes arising from or attributable to any act, failure to act or omission by any member of the Citigroup Group that violates any of the Section 338 Elections or causes any of such elections to become invalid, (v) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated or unitary groupTax law) for which any CAM Subsidiary may be member of the Primerica Group is liable solely because of membership inclusion in the affiliated group, within the meaning of Section 1504(a) of the Code, of which Citigroup is the common parent (the “Citigroup Affiliated Group”) or any consolidated group, combined, affiliated or unitary group (other than the Citigroup Affiliated GroupGroup or any Citigroup State Group for any Taxable period, (vi) at any time prior to Closing50% of all Conveyance Taxes, and (ivvii) any Taxes imposed on Legg Mason or its Affiliates under Section 951 of the Code with respect to any CAM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing Date, such amount determined in the manner described in Section 8.1(e)(i)(A). Citigroup shall indemnify the Legg Mason Tax Indemnitees for any and all reasonable out-of-pocket costs and expenses (including reasonable fees for attorneys and other outside consultants) incurred in connection with any contest of any Tax liability for which Citigroup is liable under this Article VIII. With respect to each time that Legg Mason brings an indemnification claim pursuant to this Article VIII, Citigroup shall not be liable, and Legg Mason shall not seek indemnification, under this Section 8.1(a) (A) until the aggregate amount of Citigroup’s indemnification obligation under this Section 8.1(a) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Citigroup shall be liable for the entire amount of the indemnification obligation under this Section 8.1(a) and (B) for any current Taxes to the extent reserved for, clearly set forth and verifiable on the CAM Final Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Citigroup shall indemnify and hold harmless Legg Mason and its Affiliates against any and all losses of Tax Benefits resulting from Citigroup’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any CAM Domestic SubsidiaryIncremental Subpart F Taxes. (b) From Except as expressly provided in Section 2(a), from and after the Closing Date, Legg Mason Primerica shall be responsible for, and shall hold Citigroup and its Affiliates harmless from and each of their respective officers, directors, employees, agents and representatives (the “Citigroup Tax Indemnitees”) harmless against, any Taxes imposed on the CAM Subsidiaries, and not indemnified against by Citigroup under Section 8.1(a), (i) for all taxable periods ending after the Closing Date or portions of the Straddle Period beginning after the Closing Date and (ii) that are attributable to any action of Legg Mason or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions contemplated by this Agreement or taken at the request of Citigroup, including, without limitation, the making of the CAM Elections and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to Taxes). (c) From and after the Closing Date, Legg Mason shall be responsible for, and shall indemnify and hold the Citigroup Tax Indemnitees (which, for purposes of this Article VIII, shall include the PC/CM Subsidiaries after the Closing Date) harmless against (i) any liability for Taxes imposed on any of the PC/CM Subsidiaries or for which they are otherwise liable for as a transferee or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any PC/CM Subsidiary as a result of the PC/CM Restructuring, for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on the Closing Date, (ii) any Taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code with respect to the PC/CM Domestic Subsidiaries (a “PC/CM Election”) and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Taxes, (iii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated affiliated, unitary or unitary group) for which any PC/CM Subsidiary may be liable because of membership in the affiliated groupsimilar federal, within the meaning of Section 1504(a) state or local Income Tax liability of the Code, of which Legg Mason is the common parent (the “Legg Mason Citigroup Affiliated Group”) Group or any consolidated group, combined, affiliated or unitary group (other than the Legg Mason Affiliated Group) at any time prior to Closing, and (iv) any Taxes Citigroup State Group imposed on Citigroup or its Affiliates under Section 951 of the Code with respect to any PC/CM Foreign Subsidiary for the portion member of the Straddle Period ending on the Closing Date, such amount determined in the manner described in Section 8.1(e)(i)(A). Legg Mason shall indemnify the Citigroup Tax Indemnitees Primerica Group for any and all reasonable out-of-pocket costs and expenses (including reasonable fees for attorneys and other outside consultants) incurred in connection with any contest of any Tax liability for which Legg Mason is liable under this Article VIII. With respect to each time that Citigroup brings an indemnification claim pursuant to this Article VIII, Legg Mason shall not be liable, and Citigroup shall not seek indemnification, under this Section 8.1(c) (A) until the aggregate amount of Legg Mason’s indemnification obligation under this Section 8.1(c) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Legg Mason shall be liable for the entire amount of the indemnification obligation under this Section 8.1(c) and (B) for any current Taxes to the extent reserved for, clearly set forth and verifiable on the PC/CM Final Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Legg Mason shall indemnify and hold harmless Citigroup and its Affiliates against any and all losses of Tax Benefits resulting from Legg Mason’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any PC/CM Domestic Subsidiary. (d) From and after the Closing Date, Citigroup shall be responsible for, and shall hold the Legg Mason Tax Indemnitees harmless against, any Taxes imposed on the PC/CM Subsidiaries, and not indemnified against by Legg Mason under Section 8.1(c), (i) for all taxable periods Taxable period beginning after the Closing Date or portions of the Straddle Period (as defined below) beginning after the Closing DateDate (each such period, a “Post-Closing Tax Period” and such Taxes “Post-Closing Taxes”) computed in the manner and limited to the amount described in Section 2(c), (ii) that are all Taxes arising from or attributable to any action act, failure to act or omission by any member of Citigroup or the Primerica Group that violates any of its Affiliates the Section 338 Elections or causes any of such elections to become invalid, (iii) 50% of all Conveyance Taxes, (iv) any amount required to be paid by Primerica pursuant to Section 2(i), and (v) all other Taxes required to be paid by or with respect to the Primerica Group to the extent that occurs Citigroup is not responsible for such other Taxes pursuant to Section 2(a). (c) For purposes of Sections 2(a) and 2(b) and subject to the provisions of Section 2(d), in the case of Income Taxes that are payable with respect to a Taxable period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be deemed equal to the amount that would be payable if the Taxable year ended with (and included) the Closing Date. (d) To the extent that the Closing Date does not occur on a month end, the parties shall use reasonable best efforts to determine the allocation of income and other than actions contemplated by Tax items between the pre-Closing and the post-Closing portions of the month in which the Closing occurs. (e) For purposes of determining the Income Tax liability of the Primerica Group for any consolidated, combined, unitary or similar Tax Return for any Post-Closing Tax Period that includes a member of the Citigroup Group, Primerica and/or its relevant subsidiaries shall be treated as a separate consolidated, combined, unitary or similar group. (f) To the extent that an indemnification obligation of one party pursuant to this Section 2 may overlap with another indemnification obligation of such party pursuant to this Section 2, the party entitled to such indemnification shall be limited to only one of such indemnification payments. (g) Whenever in accordance with this Agreement Primerica shall be required to pay Citigroup an amount pursuant to Section 2(b), or taken Citigroup shall be required to pay Primerica an amount pursuant to Section 2(a), such payments shall be made by the later of 30 days after such payments are requested or, to the extent such amount is required to by paid to a Taxing authority, 10 days before the requesting party is required to pay the related Tax liability. Any payment made after the day such payment is due under this Section 2(g) shall bear interest at the request of Legg Mason, including, without limitationprime rate as published in the Wall Street Journal on the day on which the payment was due. (h) To the extent not prohibited by applicable law or the relevant governmental authority, the making relevant Primerica Subsidiary shall pay to Citigroup on or before the Closing Date the amount of any estimated liability for current Income Taxes described in Section 2(a)(i) that is reflected on the PC/CM Elections balance sheet of Primerica and any comparable elections under used as a basis for determining the provisions amount of state, local dividends or foreign Requirements of Law other distributions allowed to be made by Primerica in connection with respect to Taxes)the IPO or the Restructuring Transactions.

Allocation of Taxes and Indemnification. (a) From Except as provided in Sections 8.8 and 8.11(b), from and after the Closing Date, Citigroup Parent shall be responsible for, and shall indemnify and hold Legg Mason Purchaser and its Affiliates (which, for purposes of this Article VIII, shall include the CAM Subsidiaries after the Closing Date) and each of their respective officers, directors, employees, agents and representatives (the “Legg Mason Tax Indemnitees”Acquired Subsidiaries) harmless against (i) any liability for Taxes imposed on or with respect to any of the CAM Acquired Subsidiaries or for which they are otherwise liable for as a transferee or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any CAM Subsidiary as a result of the CAM Restructuring, Joint Ventures for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on the Closing DateDate (a "Pre-Closing Tax Period"), (ii) with respect to the Applicable Argentina Subsidiaries, 50% of any Taxes resulting from relating to pesification and any valid, timely related inflation adjustments (coeficiente de estabilizacion de referencia) for a Pre-Closing Tax Period; (iii) 50% of the excess of Taxes imposed on the Acquired Subsidiaries and effective election described in Section the applicable Seller by any United States state or local Tax jurisdiction that does not recognize Elections filed under section 338(h)(10) of the Code with respect to but rather characterizes such Elections as qualifying under section 338(g) of the CAM Domestic Subsidiaries Code over the amount of Taxes that would have been imposed on such Seller had the Election been treated by such jurisdiction in the manner provided under section 338(h)(10); (a “CAM Election”) and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to Taxes, (iiiiv) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or on any comparable provision under state, local or foreign Requirements member of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated or unitary group) for which any CAM Subsidiary may be liable because of membership in the affiliated group, within the meaning of Section section 1504(a) of the CodeCode with which the Acquired Subsidiaries or the Joint Ventures file or have filed a Tax Return on a consolidated, of which Citigroup is the common parent (the “Citigroup Affiliated Group”) or any consolidated group, combinedunitary, affiliated or unitary group (other than the Citigroup Affiliated Group) at any time combined basis prior to Closingthe Closing Date, and (ivv) any Taxes imposed on Legg Mason or its Affiliates under Section 951 of the Code with respect to any CAM Foreign Subsidiary for claim by Purchaser brought prior to the portion expiration of the Straddle Period ending on the Closing Date, such amount determined in the manner described survival period provided in Section 8.1(e)(i)(A8.6(b). Citigroup shall indemnify , any Taxes and reasonable external advisory and technology service fees and other reasonable external expenses (but only to the Legg Mason extent Purchaser, in good faith, uses all internal resources before incurring such external fees and expenses) attributable to, arising from or related to the failure of any Annuity Contract, Life Insurance Contract or other tax favored product issued, assumed, exchanged, modified, sold or marketed by any of the Acquired Subsidiaries to comply with applicable Tax Indemnitees for any and Law, including all reasonable out-of-pocket costs such Taxes, fees and expenses (including reasonable fees for attorneys and other outside consultants) incurred to correct any such problems related thereto, to amend, create substitute forms or that are incurred in connection with taking any contest other actions necessary to cause such products to comply with applicable Tax Law, provided, however, that this Section 8.1(a)(v) shall not cover products with respect to which the issue relating to noncompliance did not exist as of the Closing Date or that are noncompliant due to (A) changes in (1) Tax Law or (2) published Internal Revenue Service interpretations thereof, in either case, occurring after the Closing Date or (B) any actions taken by Purchaser or its Affiliates after the Closing Date; (vi) all Taxes for all taxable periods or portions thereof ending on or before the expiration of the survival period provided in Section 8.6 (and, solely with respect to the representations contained in Section 4.18(w), (x) and (y), any reduction in, or loss of, net Tax Benefits, calculated on a net present value basis using the principles of Section 8.11(a)) that result from, arise out of or are based upon an inaccuracy or breach of the representations and warranties provided under Section 4.18 (without regard to the knowledge qualifier in the representations contained in Section 4.18(w), (x) and (y) only) or the covenants and agreements relating to Taxes as provided in Sections 2.4, 3.3, 6.1 and Articles VIII and X; (vii) any Taxes (other than Conveyance Taxes) resulting from or attributable to: (A) any of the transactions contemplated by Section 6.14, (B) any transactions contemplated by this Agreement that are required to occur on or prior to the Closing Date and (C) any actions that are undertaken by or at the direction of or for the benefit of Parent or Sellers or any Affiliates thereof (clauses (i) - (vii) hereinafter referred to as the "Pre-Closing Taxes") and (viii) 50% of all Conveyance Taxes; provided, however, that Pre-Closing Taxes (x) shall be net of any specific accruals and reserves specifically established for any such Tax liability for which Citigroup is liable under this Article VIII. With respect or expense covered in Section 8.1(a)(v) to each time that Legg Mason brings an indemnification claim the extent reflected on the Closing Date Balance Sheet (not including any amounts of Deferred Taxes reflected on such balance sheet) but only to the extent Purchaser or the Acquired Subsidiaries have not pursuant to this Article VIIISection 8.1(g)(ix) or 8.8 made a payment relating to such accrual or reserve, Citigroup provided, further, that Parent shall not be liable, and Legg Mason shall not seek indemnification, liable under this Section 8.1(a) (A) until the aggregate amount of Citigroup’s Parent's indemnification obligation under this Section 8.1(a) is equal to or greater than $100,000, 100,000 after taking into account subclause (Bx) belowabove, after at which time Citigroup point Parent shall be liable for the entire full amount of such indemnification obligation. Notwithstanding any provision to the contrary, this Section 8.1 shall not be interpreted in a manner that would require Parent to indemnify Purchaser and its Affiliates for any (1) reduction of the amount of the indemnification obligation under this Section 8.1(a) Tax Attributes of the Applicable Argentina Subsidiaries and (B2) Third Party Claims other than claims for any current Taxes to the extent reserved for, clearly set forth and verifiable on the CAM Final Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Citigroup shall indemnify and hold harmless Legg Mason and its Affiliates against any and all losses of Tax Benefits resulting from Citigroup’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any CAM Domestic SubsidiaryTaxes. (b) From Except as provided in Sections 8.1(a) and 8.11(b), from and after the Closing Date, Legg Mason Purchaser shall be responsible for, and shall hold Citigroup Parent and its Affiliates and each of their respective officers, directors, employees, agents and representatives (the “Citigroup Tax Indemnitees”) harmless against, any Taxes imposed on the CAM Subsidiaries, Acquired Subsidiaries and not indemnified against by Citigroup under Section 8.1(a), the Joint Ventures (i) for all taxable periods ending beginning after the Closing Date or portions of the Straddle Period beginning after the Closing Date and (each such period, a "Post-Closing Tax Period"), (ii) that are attributable to any action of Legg Mason Purchaser or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions contemplated by this Agreement or taken that are undertaken at the request direction of Citigroupor for the benefit of Parent or Sellers, including, without limitation, including the making of the CAM Elections), (iii) 50% of the excess of Taxes imposed on the Acquired Subsidiaries and the applicable Seller by any United States state or local Tax jurisdiction that does not recognize Elections filed under section 338(h)(10) of the Code but rather characterize such Elections as qualifying under section 338(g) of the Code over the amount of Taxes that would have been imposed on such Seller had the Election been treated by such jurisdiction in the manner provided under section 338(h)(10), and any comparable elections under the provisions of state, local and foreign Requirements of Law (iv) with respect to the Applicable Argentina Subsidiaries, 50% of any Taxes relating to pesification and any related inflation adjustments (coeficiente de estabilizacion de referencia) for a Pre-Closing Tax Period (clauses (i) - (iv) hereinafter referred to as the "Post-Closing Taxes"), and (v) 50% of all Conveyance Taxes. (c) From and after For purposes of Section 8.1(a)(v), the Closing Date, Legg Mason Parties agree that Purchaser shall be responsible for, and shall indemnify and hold the Citigroup Tax Indemnitees permitted to bring a claim (which, for purposes of this Article VIII, shall include the PC/CM Subsidiaries after the Closing Datebased on Purchaser's calculations) harmless against (i) any liability for Taxes imposed on any Parent even if no Third- 77 Party Claim has been brought against Purchaser as of the PC/CM Subsidiaries or for which they are otherwise liable for as a transferee or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any PC/CM Subsidiary as a result of the PC/CM Restructuring, for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on the Closing Date, (ii) any Taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code with respect to the PC/CM Domestic Subsidiaries (a “PC/CM Election”) and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Taxes, (iii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated or unitary group) for which any PC/CM Subsidiary may be liable because of membership in the affiliated group, within the meaning of Section 1504(a) of the Code, of which Legg Mason is the common parent (the “Legg Mason Affiliated Group”) or any consolidated group, combined, affiliated or unitary group (other than the Legg Mason Affiliated Group) at any time prior to Closing, and (iv) any Taxes imposed on Citigroup or Purchaser has asserted its Affiliates under Section 951 of the Code with respect to any PC/CM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing Date, such amount determined in the manner described in Section 8.1(e)(i)(A). Legg Mason shall indemnify the Citigroup Tax Indemnitees for any and all reasonable out-of-pocket costs and expenses (including reasonable fees for attorneys and other outside consultants) incurred in connection with any contest of any Tax liability for which Legg Mason is liable under this Article VIII. With respect to each time that Citigroup brings an indemnification claim pursuant to this Article VIII, Legg Mason shall not be liable, and Citigroup shall not seek indemnification, under this Section 8.1(c) (A) until the aggregate amount of Legg Mason’s indemnification obligation under this Section 8.1(c) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Legg Mason shall be liable for the entire amount of the indemnification obligation under this Section 8.1(c) and (B) for any current Taxes to the extent reserved for, clearly set forth and verifiable on the PC/CM Final Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Legg Mason shall indemnify and hold harmless Citigroup and its Affiliates against any and all losses of Tax Benefits resulting from Legg Mason’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any PC/CM Domestic SubsidiaryParent. (d) From and after the Closing Date, Citigroup shall be responsible for, and shall hold the Legg Mason Tax Indemnitees harmless against, any Taxes imposed on the PC/CM Subsidiaries, and not indemnified against by Legg Mason under Section 8.1(c), (i) for all taxable periods beginning after the Closing Date or portions of the Straddle Period beginning after the Closing Date, (ii) that are attributable to any action of Citigroup or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions contemplated by this Agreement or taken at the request of Legg Mason, including, without limitation, the making of the PC/CM Elections and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Taxes).

Allocation of Taxes and Indemnification. (a) From and after the Closing DateClosing, Citigroup CBNA shall be responsible forindemnify, and shall indemnify defend, save and hold Legg Mason harmless the Buyer Indemnified Parties from and its Affiliates (which, for purposes of this Article VIII, shall include the CAM Subsidiaries after the Closing Date) and each of their respective officers, directors, employees, agents and representatives (the “Legg Mason Tax Indemnitees”) harmless against against: (i) any liability for Taxes Taxes, imposed on or with respect to the Company or any Subsidiary of the CAM Subsidiaries Company, or for which they are otherwise liable for as a transferee the Company or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any CAM Subsidiary as a result of the CAM RestructuringCompany may otherwise be liable, for any taxable period ending on or before the Closing Date, Date and for the portion of any Straddle Period (as defined herein) ending on and including the Closing Date (a “Pre-Closing Tax Period”), (ii) any liability for Taxes imposed on the Company or any Subsidiary of the Company, or for which the Company or any Subsidiary of the Company may otherwise be liable, as a result of being or having been a member of a Company Group (including, Taxes for which the Company or any Subsidiary of the Company may be liable pursuant to Treas. Reg. §1.1502-6 or similar provisions of state, local or foreign law as a result of having been a member of a Company Group and any Taxes resulting from the Company or any Subsidiary of the Company ceasing to be a member of any Company Group), (iii) any liability for Taxes (other than Conveyance Taxes) incurred, resulting from, arising out of or related to any transactions contemplated by this Agreement, the Merger Agreement, the Related Transaction Agreements, or the Ancillary Agreements that occur on or prior to the Closing Date, (iiiv) any liability for Taxes incurred, resulting from any validfrom, timely and effective election described in Section 338(h)(10) arising out of the Code with respect or related to the CAM Domestic Subsidiaries (a “CAM Election”) and any comparable elections under CBNA Transaction or the provisions of state, local and foreign Requirements of Law with respect to TaxesFFELP Transaction, (iiiv) any liability for Section 338 Taxes imposed pursuant (clauses (i) – (v) hereinafter referred to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated or unitary group) for which any CAM Subsidiary may be liable because of membership in the affiliated group, within the meaning of Section 1504(a) of the Code, of which Citigroup is the common parent (as the “Citigroup Affiliated GroupPre-Closing Taxes”) or any consolidated group, combined, affiliated or unitary group (other than the Citigroup Affiliated Group) at any time prior to Closing), and (ivvi) any Taxes imposed on Legg Mason or its Affiliates under Section 951 fifty (50) percent of the Code with respect to any CAM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing Date, such amount determined in the manner described in Section 8.1(e)(i)(A). Citigroup shall indemnify the Legg Mason Tax Indemnitees for any and all reasonable out-of-pocket costs and expenses (including reasonable fees for attorneys and other outside consultants) incurred in connection with any contest of any Tax liability for which Citigroup is liable under this Article VIII. With respect to each time that Legg Mason brings an indemnification claim pursuant to this Article VIII, Citigroup shall not be liable, and Legg Mason shall not seek indemnification, under this Section 8.1(a) (A) until the aggregate amount of Citigroup’s indemnification obligation under this Section 8.1(a) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Citigroup shall be liable for the entire amount of the indemnification obligation under this Section 8.1(a) and (B) for any current Taxes to the extent reserved for, clearly set forth and verifiable on the CAM Final Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Citigroup shall indemnify and hold harmless Legg Mason and its Affiliates against any and all losses of Tax Benefits resulting from Citigroup’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any CAM Domestic SubsidiaryConveyance Taxes. (b) From Except as provided in Section 6.1(a), from and after the Closing DateClosing, Legg Mason Buyer shall be responsible for, and shall hold Citigroup CBNA and its Affiliates and each of their respective officers, directors, employees, agents and representatives (the “Citigroup Tax Indemnitees”) harmless against, any Taxes imposed on the CAM Subsidiaries, and not indemnified against by Citigroup under Section 8.1(a), Company or any Subsidiary of the Company (i) for all taxable periods ending beginning after the Closing Date or portions the portion of the Straddle Period beginning after the Closing Date and (each such period, a “Post-Closing Tax Period”), (ii) that are attributable to any action of Legg Mason Buyer or any of its Affiliates that occurs after the Closing on the Closing Date (other than excluding actions contemplated by this Agreement Agreement, the Merger Agreement, the Related Transaction Agreements or taken at the request of Citigroup, including, without limitation, Ancillary Agreements and excluding the making of the CAM Elections and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to TaxesElection (as defined herein). (c) From and after the Closing Date, Legg Mason shall be responsible for, and shall indemnify and hold the Citigroup Tax Indemnitees (which, for purposes of this Article VIII, shall include the PC/CM Subsidiaries after the Closing Date) harmless against (i) any liability for Taxes imposed on any of the PC/CM Subsidiaries or for which they are otherwise liable for as a transferee or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any PC/CM Subsidiary as a result of the PC/CM Restructuring, for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on the Closing Date, (ii) any Taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code with respect to the PC/CM Domestic Subsidiaries (a “PC/CM Election”) and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Taxes), (iii) arising from or attributable to any Taxes imposed pursuant breach by Buyer of any of its covenants or agreements in Section 6.4 (relating to U.S. Treasury Regulation Section 1.1502-6 the Election), (or any comparable provision under state, local or foreign Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated or unitary groupclauses (i) for which any PC/CM Subsidiary may be liable because of membership in the affiliated group, within the meaning of Section 1504(a– (iii) of the Code, of which Legg Mason is the common parent (hereinafter referred to as the “Legg Mason Affiliated GroupPost-Closing Taxes”) or any consolidated group, combined, affiliated or unitary group (other than the Legg Mason Affiliated Group) at any time prior to Closing), and (iv) any Taxes imposed on Citigroup or its Affiliates under Section 951 fifty (50) percent of the Code with respect to any PC/CM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing Dateall Conveyance Taxes; provided, such amount determined in the manner described in Section 8.1(e)(i)(A). Legg Mason shall indemnify the Citigroup Tax Indemnitees for any and all reasonable out-of-pocket costs and expenses (including reasonable fees for attorneys and other outside consultants) incurred in connection with any contest of any Tax liability for which Legg Mason is liable under this Article VIII. With respect to each time however, that Citigroup brings an indemnification claim pursuant to this Article VIII, Legg Mason shall not be liable, and Citigroup shall not seek indemnification, under this Section 8.1(c) (A) until the aggregate amount of Legg Mason’s indemnification obligation under this Section 8.1(c) is equal to or greater than $100,0006.1(b), after taking into account subclause (B) below, after which time Legg Mason Buyer shall be liable for the entire amount of the indemnification obligation under this Section 8.1(c) and (B) for any current Taxes to the extent reserved for, clearly set forth and verifiable on the PC/CM Final Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Legg Mason shall indemnify and hold harmless Citigroup and its Affiliates against any and all losses of Tax Benefits resulting from Legg Mason’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any PC/CM Domestic Subsidiary. (d) From and after the Closing Date, Citigroup shall not be responsible for, or hold CBNA and shall hold the Legg Mason Tax Indemnitees its Affiliates harmless against, any Taxes imposed on the PC/CM Subsidiaries, and not indemnified against by Legg Mason under Section 8.1(c), (i) Tax for all taxable periods beginning after the Closing Date or portions of the Straddle Period beginning after the Closing Date, (ii) that are attributable to any action of Citigroup which CBNA or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions contemplated by is liable under this Agreement or taken at the request of Legg Mason, (including, without limitationSection 6.1(a)), the making of Merger Agreement, the PC/CM Elections and Related Transaction Agreements or any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Taxes)Ancillary Agreements.

Allocation of Taxes and Indemnification. (a) From and after the Closing Date, Citigroup IIF Subway shall, or shall be responsible forcause SWMAC Holdco to, and shall indemnify indemnify, defend, save and hold Legg Mason and its harmless, CIUS, Corix, their respective Affiliates (which, for purposes of this Article VIII, shall include the CAM Subsidiaries after the Closing Date) and each of their respective officersRepresentatives, directorssuccessors and assigns (collectively, employees, agents the CIUS-Corix Indemnified Parties ) from and representatives (the “Legg Mason Tax Indemnitees”) harmless against any and all (i) any liability for Taxes imposed on or payable by IIF Subway, Bazos, SWMAC Holdco or any of their respective Affiliates for any taxable period (including, for the CAM Subsidiaries avoidance of doubt, any Taxes required to be deducted or for which they are otherwise liable for as a transferee or successor or pursuant to withheld and any tax sharing agreement, tax indemnification agreement or similar agreementTaxes, including all Transfer Taxes, with respect to the SWMAC Restructuring); (ii) Taxes that are attributable to, or otherwise imposed on or payable by, SWMAC, SWWC or any CAM SWWC Subsidiary as a result of the CAM Restructuring, for with respect to any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on (and including) the Closing Date (as determined under Section 9.1(c)); (iii) Losses and Taxes based upon, attributable to or resulting from any failure or failures to be true of, or inaccuracy in, any representation or warranty made in Section 6.8; (iv) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by IIF Subway, SWMAC Holdco or any of their respective Affiliates (including, prior to the Closing, SWMAC and SWWC) in this Agreement; (v) Taxes imposed on CIUS or any of its Subsidiaries as a result of being a transferee or successor to IIF Subway, Bazos, SWMAC Holdco or any of their respective Affiliates pursuant to applicable Law; (vi) amounts required to be paid by or imposed on CIUS or any of its Subsidiaries pursuant to any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than (A) indemnification or reimbursement provisions in any such agreement or arrangement entered into in the ordinary course of business, the principal subject of which does not relate to Taxes, and (B) Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangements solely between or among any of SWMAC, SWWC and the SWWC Subsidiaries) to which SWMAC, SWWC or any SWWC Subsidiary is a party or is otherwise subject, in either case, on or prior to the Closing Date, ; (ii) any Taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code with respect to the CAM Domestic Subsidiaries (a “CAM Election”) and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to Taxes, (iiivii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of non-U.S. Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated affiliated, unitary or unitary groupother group for Tax purposes) for which SWMAC, SWWC or any CAM SWWC Subsidiary may be liable because of membership in the any affiliated group, within the meaning of Section 1504(a) of the Code, of which Citigroup is the common parent (the “Citigroup Affiliated Group”) or any consolidated group, combined, affiliated or unitary group (other than the Citigroup Affiliated Group) group, at any time on or prior to Closing, and (iv) any Taxes imposed on Legg Mason or its Affiliates under Section 951 of the Code with respect to any CAM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing Date; and (viii) any costs and expenses, such amount determined in the manner described in Section 8.1(e)(i)(A). Citigroup shall indemnify the Legg Mason Tax Indemnitees for any and all including reasonable out-of-pocket costs investigatory, legal or accounting fees and expenses expenses, losses, damages, assessments, settlements or judgments arising out of, incident to the imposition, assessment or assertion of, or attributable to any item described in (including reasonable fees for attorneys and other outside consultantsi) incurred in connection with any to (vii) (including, subject to Section 9.1(e), the contest of any Tax liability for which Citigroup is liable under this Article VIII. With respect to each time in connection therewith); provided, however, that Legg Mason brings an indemnification claim pursuant to this Article VIII, Citigroup IIF Subway and SWMAC Holdco shall not be liable, and Legg Mason the CIUS-Corix Indemnified Parties shall not seek indemnification, under this Section 8.1(a) (A) until the aggregate amount of Citigroup’s indemnification obligation under this Section 8.1(a) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Citigroup shall be liable for the entire amount of the indemnification obligation under this Section 8.1(a) and (B) for any current Taxes or Losses to the extent reserved for, clearly set forth and verifiable on recovery for such Taxes or Losses would be duplicative of amounts recovered as an adjustment to (or otherwise taken into account in determining) the CAM Final Closing Date Balance SheetEquity Balancing Payment pursuant to Article II. For the avoidance of doubt, (x) in the parties acknowledge and agree that Citigroup shall indemnify and hold harmless Legg Mason and its Affiliates against any and all losses event of Tax Benefits a Loss suffered directly or indirectly by CIUS after the Closing resulting from Citigroup’s or its relevant Affiliate’s ineligibility arising out of an indemnifiable matter under this Section 9.1(a), IIF Subway shall, or failure shall cause SWMAC Holdco to, be obligated to make contribute (or cause to be contributed) to CIUS an election under Section 338(h)(10) amount equal to the amount of the Code such Loss, and no Equity Interests, or other rights or value with respect to such contribution, shall be issued to SWMAC Holdco or any CAM Domestic Subsidiaryother Person in exchange for such contribution, and (y) in the event of a Loss suffered by any of the other CIUS-Corix Indemnified Parties not addressed by clause (x) immediately above resulting from or arising out of an indemnifiable matter under this Section 9.1(a), IIF Subway shall, or shall cause SWMAC Holdco to, be obligated to make a direct payment to the applicable CIUS-Corix Indemnified Party in an amount equal to the amount of such Loss (and the calculation of such Loss shall take into account the equity ownership in CIUS by the applicable CIUS-Corix Indemnified Party and the Equity Balancing Payment and SHL Balancing Payment paid under this Agreement). (b) From and after the Closing Date, Legg Mason Corix shall be responsible forindemnify, defend, save and shall hold Citigroup and its harmless, CIUS, SWMAC Holdco, their respective Affiliates and each of their respective officersRepresentatives, directorssuccessors and assigns (collectively, employees, agents the CIUS-SWMAC Indemnified Parties ) from and representatives against any and all (the “Citigroup Tax Indemnitees”i) harmless against, any Taxes imposed on the CAM Subsidiaries, and not indemnified against or payable by Citigroup under Section 8.1(a), (i) for all taxable periods ending after the Closing Date or portions of the Straddle Period beginning after the Closing Date and (ii) that are attributable to any action of Legg Mason Corix or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions contemplated by this Agreement Affiliates, or taken at the request of Citigroup, including, without limitation, the making of the CAM Elections and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to any Excluded Business Entity or the Excluded Business (including all Taxes). (c) From and after , including Transfer Taxes, with respect to the Closing Date, Legg Mason shall be responsible forExcluded Business Carveout, and shall indemnify and hold all Taxes, excluding Transfer Taxes, with respect to the Citigroup Tax Indemnitees (whichremainder of the Corix Restructuring), for purposes any taxable period (including, for the avoidance of this Article VIIIdoubt, shall include the PC/CM Subsidiaries after the Closing Dateany Taxes required to be deducted or withheld); (ii) harmless against (i) any liability for Taxes that are attributable to, or otherwise imposed on or payable by, any of the PC/CM Subsidiaries or for which they are otherwise liable for as a transferee or successor or pursuant Contributed Corix Entity with respect to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any PC/CM Subsidiary as a result of the PC/CM Restructuring, for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on (and including) the Closing Date (as determined under Section 9.1(c)); (iii) Losses and Taxes based upon, attributable to or resulting from any failure or failures to be true of, or inaccuracy in, any representation or warranty made in Section 4.8; (iv) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by any of the Corix Parties in this Agreement; (v) Taxes imposed on CIUS or any of its Subsidiaries as a result of being a transferee or successor to Corix or any of its Affiliates pursuant to applicable Law; (vi) amounts required to be paid by or imposed on CIUS or any of its Subsidiaries pursuant to any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than (A) indemnification or reimbursement provisions in any such agreement or arrangement entered into in the ordinary course of business, the principal subject of which does not relate to Taxes, and (B) Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangements solely between the Contributed Corix Entities) to which any Contributed Corix Entity is a party or is otherwise subject, in either case, on or prior to the Closing Date, ; (ii) any Taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code with respect to the PC/CM Domestic Subsidiaries (a “PC/CM Election”) and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Taxes, (iiivii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of non-U.S. Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated affiliated, unitary or unitary groupother group for Tax purposes) for which any PC/CM Subsidiary Contributed Corix Entity may be liable because of membership in the any affiliated group, within the meaning of Section 1504(a) of the Code, of which Legg Mason is the common parent (the “Legg Mason Affiliated Group”) or any consolidated group, combined, affiliated or unitary group (other than the Legg Mason Affiliated Group) group, at any time on or prior to Closing, and (iv) any Taxes imposed on Citigroup or its Affiliates under Section 951 of the Code with respect to any PC/CM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing Date; and (viii) any costs and expenses, such amount determined in the manner described in Section 8.1(e)(i)(A). Legg Mason shall indemnify the Citigroup Tax Indemnitees for any and all including reasonable out-of-pocket costs investigatory, legal or accounting fees and expenses expenses, losses, damages, assessments, settlements or judgments arising out of, incident to the imposition, assessment or assertion of, or attributable to any item described in (including reasonable fees for attorneys and other outside consultantsi) incurred in connection with any to (vii) (including, subject to Section 9.1(e), the contest of any Tax liability for which Legg Mason is liable under this Article VIII. With respect to each time in connection therewith); provided, however, that Citigroup brings an indemnification claim pursuant to this Article VIII, Legg Mason Corix shall not be liable, and Citigroup the CIUS-SWMAC Indemnified Parties shall not seek indemnification, under this Section 8.1(c) (A) until the aggregate amount of Legg Mason’s indemnification obligation under this Section 8.1(c) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Legg Mason shall be liable for the entire amount of the indemnification obligation under this Section 8.1(c) and (B) for any current Taxes or Losses to the extent reserved for, clearly set forth and verifiable on recovery for such Taxes or Losses would be duplicative of amounts recovered as an adjustment to (or otherwise taken into account in determining) the PC/CM Final Closing Date Balance SheetEquity Balancing Payment pursuant to Article II. For the avoidance of doubt, the parties acknowledge and agree that Legg Mason shall indemnify and hold harmless Citigroup and its Affiliates against any and all losses of Tax Benefits resulting from Legg Mason’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any PC/CM Domestic Subsidiary. (d) From and after the Closing Date, Citigroup shall be responsible for, and shall hold the Legg Mason Tax Indemnitees harmless against, any Taxes imposed on the PC/CM Subsidiaries, and not indemnified against by Legg Mason under Section 8.1(c), (i) for all taxable periods beginning after the Closing Date or portions of the Straddle Period beginning after the Closing Date, (ii) that are attributable to any action of Citigroup or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions contemplated by this Agreement or taken at the request of Legg Mason, including, without limitation, the making of the PC/CM Elections and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Taxes).,

Allocation of Taxes and Indemnification. (a) From Except as provided in Sections 8.8 and 8.11(b), from and after the Closing Date, Citigroup Parent shall be responsible for, and shall indemnify and hold Legg Mason Purchaser and its Affiliates (which, for purposes of this Article VIII, shall include the CAM Subsidiaries after the Closing Date) and each of their respective officers, directors, employees, agents and representatives (the “Legg Mason Tax Indemnitees”Acquired Subsidiaries) harmless against (i) any liability for Taxes imposed on or with respect to any of the CAM Acquired Subsidiaries or for which they are otherwise liable for as a transferee or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any CAM Subsidiary as a result of the CAM Restructuring, Joint Ventures for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on the Closing DateDate (a "Pre-Closing Tax Period"), (ii) with respect to the Applicable Argentina Subsidiaries, 50% of any Taxes resulting from relating to pesification and any valid, timely related inflation adjustments (coeficiente de estabilizacion de referencia) for a Pre-Closing Tax Period; (iii) 50% of the excess of Taxes imposed on the Acquired Subsidiaries and effective election described in Section the applicable Seller by any United States state or local Tax jurisdiction that does not recognize Elections filed under section 338(h)(10) of the Code with respect to but rather characterizes such Elections as qualifying under section 338(g) of the CAM Domestic Subsidiaries Code over the amount of Taxes that would have been imposed on such Seller had the Election been treated by such jurisdiction in the manner provided under section 338(h)(10); (a “CAM Election”) and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to Taxes, (iiiiv) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or on any comparable provision under state, local or foreign Requirements member of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated or unitary group) for which any CAM Subsidiary may be liable because of membership in the affiliated group, within the meaning of Section section 1504(a) of the CodeCode with which the Acquired Subsidiaries or the Joint Ventures file or have filed a Tax Return on a consolidated, of which Citigroup is the common parent (the “Citigroup Affiliated Group”) or any consolidated group, combinedunitary, affiliated or unitary group (other than the Citigroup Affiliated Group) at any time combined basis prior to Closingthe Closing Date, and (ivv) any Taxes imposed on Legg Mason or its Affiliates under Section 951 of the Code with respect to any CAM Foreign Subsidiary for claim by Purchaser brought prior to the portion expiration of the Straddle Period ending on the Closing Date, such amount determined in the manner described survival period provided in Section 8.1(e)(i)(A8.6(b). Citigroup shall indemnify , any Taxes and reasonable external advisory and technology service fees and other reasonable external expenses (but only to the Legg Mason extent Purchaser, in good faith, uses all internal resources before incurring such external fees and expenses) attributable to, arising from or related to the failure of any Annuity Contract, Life Insurance Contract or other tax favored product issued, assumed, exchanged, modified, sold or marketed by any of the Acquired Subsidiaries to comply with applicable Tax Indemnitees for any and Law, including all reasonable out-of-pocket costs such Taxes, fees and expenses (including reasonable fees for attorneys and other outside consultants) incurred to correct any such problems related thereto, to amend, create substitute forms or that are incurred in connection with taking any contest other actions necessary to cause such products to comply with applicable Tax Law, provided, however, that this Section 8.1(a)(v) shall not cover products with respect to which the issue relating to noncompliance did not exist as of the Closing Date or that are noncompliant due to (A) changes in (1) Tax Law or (2) published Internal Revenue Service interpretations thereof, in either case, occurring after the Closing Date or (B) any actions taken by Purchaser or its Affiliates after the Closing Date; (vi) all Taxes for all taxable periods or portions thereof ending on or before the expiration of the survival period provided in Section 8.6 (and, solely with respect to the representations contained in Section 4.18(w), (x) and (y), any reduction in, or loss of, net Tax Benefits, calculated on a net present value basis using the principles of Section 8.11(a)) that result from, arise out of or are based upon an inaccuracy or breach of the representations and warranties provided under Section 4.18 (without regard to the knowledge qualifier in the representations contained in Section 4.18(w), (x) and (y) only) or the covenants and agreements relating to Taxes as provided in Sections 2.4, 3.3, 6.1 and Articles VIII and X; (vii) any Taxes (other than Conveyance Taxes) resulting from or attributable to: (A) any of the transactions contemplated by Section 6.14, (B) any transactions contemplated by this Agreement that are required to occur on or prior to the Closing Date and (C) any actions that are undertaken by or at the direction of or for the benefit of Parent or Sellers or any Affiliates thereof (clauses (i) - (vii) hereinafter referred to as the "Pre-Closing Taxes") and (viii) 50% of all Conveyance Taxes; provided, however, that Pre-Closing Taxes (x) shall be net of any specific accruals and reserves specifically established for any such Tax liability for which Citigroup is liable under this Article VIII. With respect or expense covered in Section 8.1(a)(v) to each time that Legg Mason brings an indemnification claim the extent reflected on the Closing Date Balance Sheet (not including any amounts of Deferred Taxes reflected on such balance sheet) but only to the extent Purchaser or the Acquired Subsidiaries have not pursuant to this Article VIIISection 8.1(g)(ix) or 8.8 made a payment relating to such accrual or reserve, Citigroup provided, further, that Parent shall not be liable, and Legg Mason shall not seek indemnification, liable under this Section 8.1(a) (A) until the aggregate amount of Citigroup’s Parent's indemnification obligation under this Section 8.1(a) is equal to or greater than $100,000, 100,000 after taking into account subclause (Bx) belowabove, after at which time Citigroup point Parent shall be liable for the entire full amount of such indemnification obligation. Notwithstanding any provision to the contrary, this Section 8.1 shall not be interpreted in a manner that would require Parent to indemnify Purchaser and its Affiliates for any (1) reduction of the amount of the indemnification obligation under this Section 8.1(a) Tax Attributes of the Applicable Argentina Subsidiaries and (B2) Third Party Claims other than claims for any current Taxes to the extent reserved for, clearly set forth and verifiable on the CAM Final Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Citigroup shall indemnify and hold harmless Legg Mason and its Affiliates against any and all losses of Tax Benefits resulting from Citigroup’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any CAM Domestic SubsidiaryTaxes. (b) From Except as provided in Sections 8.1(a) and 8.11(b), from and after the Closing Date, Legg Mason Purchaser shall be responsible for, and shall hold Citigroup Parent and its Affiliates and each of their respective officers, directors, employees, agents and representatives (the “Citigroup Tax Indemnitees”) harmless against, any Taxes imposed on the CAM Subsidiaries, Acquired Subsidiaries and not indemnified against by Citigroup under Section 8.1(a), the Joint Ventures (i) for all taxable periods ending beginning after the Closing Date or portions of the Straddle Period beginning after the Closing Date and (each such period, a "Post-Closing Tax Period"), (ii) that are attributable to any action of Legg Mason Purchaser or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions contemplated by this Agreement or taken that are undertaken at the request direction of Citigroupor for the benefit of Parent or Sellers, including, without limitation, including the making of the CAM Elections and any comparable elections under Elections), (iii) 50% of the provisions excess of state, local and foreign Requirements of Law with respect to Taxes). (c) From and after the Closing Date, Legg Mason shall be responsible for, and shall indemnify and hold the Citigroup Tax Indemnitees (which, for purposes of this Article VIII, shall include the PC/CM Subsidiaries after the Closing Date) harmless against (i) any liability for Taxes imposed on the Acquired Subsidiaries and the applicable Seller by any of the PC/CM Subsidiaries United States state or for which they are otherwise liable for as a transferee or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any PC/CM Subsidiary as a result of the PC/CM Restructuring, for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on the Closing Date, (ii) any Taxes resulting from any valid, timely and effective election described in Section local Tax jurisdiction that does not recognize Elections filed under section 338(h)(10) of the Code with respect to the PC/CM Domestic Subsidiaries (a “PC/CM Election”) and any comparable elections but rather characterize such Elections as qualifying under the provisions of state, local or foreign Requirements of Law with respect to Taxes, (iii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated or unitary group) for which any PC/CM Subsidiary may be liable because of membership in the affiliated group, within the meaning of Section 1504(asection 338(g) of the Code, Code over the amount of which Legg Mason is Taxes that would have been imposed on such Seller had the common parent (Election been treated by such jurisdiction in the “Legg Mason Affiliated Group”) or any consolidated group, combined, affiliated or unitary group (other than the Legg Mason Affiliated Group) at any time prior to Closingmanner provided under section 338(h)(10), and (iv) any Taxes imposed on Citigroup or its Affiliates under Section 951 of the Code with respect to any PC/CM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing DateApplicable Argentina Subsidiaries, such amount determined in the manner described in Section 8.1(e)(i)(A). Legg Mason shall indemnify the Citigroup Tax Indemnitees for any and all reasonable out-of-pocket costs and expenses (including reasonable fees for attorneys and other outside consultants) incurred in connection with any contest 50% of any Tax liability for which Legg Mason is liable under this Article VIII. With respect Taxes relating to each time that Citigroup brings an indemnification claim pursuant to this Article VIII, Legg Mason shall not be liable, pesification and Citigroup shall not seek indemnification, under this Section 8.1(c) any related inflation adjustments (A) until the aggregate amount of Legg Mason’s indemnification obligation under this Section 8.1(c) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Legg Mason shall be liable for the entire amount of the indemnification obligation under this Section 8.1(c) and (Bcoeficiente de estabilizacion de referencia) for any current Taxes to the extent reserved for, clearly set forth and verifiable on the PC/CM Final a Pre-Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Legg Mason shall indemnify and hold harmless Citigroup and its Affiliates against any and all losses of Tax Benefits resulting from Legg Mason’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any PC/CM Domestic Subsidiary. Period (d) From and after the Closing Date, Citigroup shall be responsible for, and shall hold the Legg Mason Tax Indemnitees harmless against, any Taxes imposed on the PC/CM Subsidiaries, and not indemnified against by Legg Mason under Section 8.1(c), clauses (i) for - (iv) hereinafter referred to as the "Post-Closing Taxes"), and (v) 50% of all taxable periods beginning after the Closing Date or portions of the Straddle Period beginning after the Closing Date, (ii) that are attributable to any action of Citigroup or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions contemplated by this Agreement or taken at the request of Legg Mason, including, without limitation, the making of the PC/CM Elections and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Conveyance Taxes).

Allocation of Taxes and Indemnification. (a) From and after the Closing Date, Citigroup IIF Subway shall, or shall be responsible forcause SWMAC Holdco to, and shall indemnify indemnify, defend, save and hold Legg Mason and its harmless, CIUS, Corix, their respective Affiliates (which, for purposes of this Article VIII, shall include the CAM Subsidiaries after the Closing Date) and each of their respective officersRepresentatives, directorssuccessors and assigns (collectively, employees, agents and representatives (the “Legg Mason Tax IndemniteesCIUS-Corix Indemnified Parties”) harmless from and against any and all (i) any liability for Taxes imposed on or payable by IIF Subway, Bazos, SWMAC Holdco or any of their respective Affiliates for any taxable period (including, for the CAM Subsidiaries avoidance of doubt, any Taxes required to be deducted or for which they are otherwise liable for as a transferee or successor or pursuant to withheld and any tax sharing agreement, tax indemnification agreement or similar agreementTaxes, including all Transfer Taxes, with respect to the SWMAC Restructuring); (ii) Taxes that are attributable to, or otherwise imposed on or payable by, SWMAC, SWWC or any CAM SWWC Subsidiary as a result of the CAM Restructuring, for with respect to any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on (and including) the Closing Date (as determined under Section 9.1(c)); (iii) Losses and Taxes based upon, attributable to or resulting from any failure or failures to be true of, or inaccuracy in, any representation or warranty made in Section 6.8; (iv) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by IIF Subway, SWMAC Holdco or any of their respective Affiliates (including, prior to the Closing, SWMAC and SWWC) in this Agreement; (v) Taxes imposed on CIUS or any of its Subsidiaries as a result of being a transferee or successor to IIF Subway, Bazos, SWMAC Holdco or any of their respective Affiliates pursuant to applicable Law; (vi) amounts required to be paid by or imposed on CIUS or any of its Subsidiaries pursuant to any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than (A) indemnification or reimbursement provisions in any such agreement or arrangement entered into in the ordinary course of business, the principal subject of which does not relate to Taxes, and (B) Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangements solely between or among any of SWMAC, SWWC and the SWWC Subsidiaries) to which SWMAC, SWWC or any SWWC Subsidiary is a party or is otherwise subject, in either case, on or prior to the Closing Date, ; (ii) any Taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code with respect to the CAM Domestic Subsidiaries (a “CAM Election”) and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to Taxes, (iiivii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of non-U.S. Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated affiliated, unitary or unitary groupother group for Tax purposes) for which SWMAC, SWWC or any CAM SWWC Subsidiary may be liable because of membership in the any affiliated group, within the meaning of Section 1504(a) of the Code, of which Citigroup is the common parent (the “Citigroup Affiliated Group”) or any consolidated group, combined, affiliated or unitary group (other than the Citigroup Affiliated Group) group, at any time on or prior to Closing, and (iv) any Taxes imposed on Legg Mason or its Affiliates under Section 951 of the Code with respect to any CAM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing Date; and (viii) any costs and expenses, such amount determined in the manner described in Section 8.1(e)(i)(A). Citigroup shall indemnify the Legg Mason Tax Indemnitees for any and all including reasonable out-of-pocket costs investigatory, legal or accounting fees and expenses expenses, losses, damages, assessments, settlements or judgments arising out of, incident to the imposition, assessment or assertion of, or attributable to any item described in (including reasonable fees for attorneys and other outside consultantsi) incurred in connection with any to (vii) (including, subject to Section 9.1(e), the contest of any Tax liability for which Citigroup is liable under this Article VIII. With respect to each time in connection therewith); provided, however, that Legg Mason brings an indemnification claim pursuant to this Article VIII, Citigroup IIF Subway and SWMAC Holdco shall not be liable, and Legg Mason the CIUS-Corix Indemnified Parties shall not seek indemnification, under this Section 8.1(a) (A) until the aggregate amount of Citigroup’s indemnification obligation under this Section 8.1(a) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Citigroup shall be liable for the entire amount of the indemnification obligation under this Section 8.1(a) and (B) for any current Taxes or Losses to the extent reserved for, clearly set forth and verifiable on recovery for such Taxes or Losses would be duplicative of amounts recovered as an adjustment to (or otherwise taken into account in determining) the CAM Final Closing Date Balance SheetEquity Balancing Payment pursuant to Article II. For the avoidance of doubt, (x) in the parties acknowledge and agree that Citigroup shall indemnify and hold harmless Legg Mason and its Affiliates against any and all losses event of Tax Benefits a Loss suffered directly or indirectly by CIUS after the Closing resulting from Citigroup’s or its relevant Affiliate’s ineligibility arising out of an indemnifiable matter under this Section 9.1(a), IIF Subway shall, or failure shall cause SWMAC Holdco to, be obligated to make contribute (or cause to be contributed) to CIUS an election under Section 338(h)(10) amount equal to the amount of the Code such Loss, and no Equity Interests, or other rights or value with respect to such contribution, shall be issued to SWMAC Holdco or any CAM Domestic Subsidiaryother Person in exchange for such contribution, and (y) in the event of a Loss suffered by any of the other CIUS-Corix Indemnified Parties not addressed by clause (x) immediately above resulting from or arising out of an indemnifiable matter under this Section 9.1(a), IIF Subway shall, or shall cause SWMAC Holdco to, be obligated to make a direct payment to the applicable CIUS-Corix Indemnified Party in an amount equal to the amount of such Loss (and the calculation of such Loss shall take into account the equity ownership in CIUS by the applicable CIUS-Corix Indemnified Party and the Equity Balancing Payment and SHL Balancing Payment paid under this Agreement). (b) From and after the Closing Date, Legg Mason Corix shall be responsible forindemnify, defend, save and shall hold Citigroup and its harmless, CIUS, SWMAC Holdco, their respective Affiliates and each of their respective officersRepresentatives, directorssuccessors and assigns (collectively, employees, agents and representatives (the “Citigroup Tax IndemniteesCIUS-SWMAC Indemnified Parties”) harmless against, from and against any and all (i) Taxes imposed on the CAM Subsidiaries, and not indemnified against or payable by Citigroup under Section 8.1(a), (i) for all taxable periods ending after the Closing Date or portions of the Straddle Period beginning after the Closing Date and (ii) that are attributable to any action of Legg Mason Corix or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions contemplated by this Agreement Affiliates, or taken at the request of Citigroup, including, without limitation, the making of the CAM Elections and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to any Excluded Business Entity or the Excluded Business (including all Taxes). (c) From and after , including Transfer Taxes, with respect to the Closing Date, Legg Mason shall be responsible forExcluded Business Carveout, and shall indemnify and hold all Taxes, excluding Transfer Taxes, with respect to the Citigroup Tax Indemnitees (whichremainder of the Corix Restructuring), for purposes any taxable period (including, for the avoidance of this Article VIIIdoubt, shall include the PC/CM Subsidiaries after the Closing Dateany Taxes required to be deducted or withheld); (ii) harmless against (i) any liability for Taxes that are attributable to, or otherwise imposed on or payable by, any of the PC/CM Subsidiaries or for which they are otherwise liable for as a transferee or successor or pursuant Contributed Corix Entity with respect to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any PC/CM Subsidiary as a result of the PC/CM Restructuring, for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on (and including) the Closing Date (as determined under Section 9.1(c)); (iii) Losses and Taxes based upon, attributable to or resulting from any failure or failures to be true of, or inaccuracy in, any representation or warranty made in Section 4.8; (iv) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by any of the Corix Parties in this Agreement; (v) Taxes imposed on CIUS or any of its Subsidiaries as a result of being a transferee or successor to Corix or any of its Affiliates pursuant to applicable Law; (vi) amounts required to be paid by or imposed on CIUS or any of its Subsidiaries pursuant to any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than (A) indemnification or reimbursement provisions in any such agreement or arrangement entered into in the ordinary course of business, the principal subject of which does not relate to Taxes, and (B) Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangements solely between the Contributed Corix Entities) to which any Contributed Corix Entity is a party or is otherwise subject, in either case, on or prior to the Closing Date, ; (ii) any Taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code with respect to the PC/CM Domestic Subsidiaries (a “PC/CM Election”) and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Taxes, (iiivii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of non-U.S. Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated affiliated, unitary or unitary groupother group for Tax purposes) for which any PC/CM Subsidiary Contributed Corix Entity may be liable because of membership in the any affiliated group, within the meaning of Section 1504(a) of the Code, of which Legg Mason is the common parent (the “Legg Mason Affiliated Group”) or any consolidated group, combined, affiliated or unitary group (other than the Legg Mason Affiliated Group) group, at any time on or prior to Closing, and (iv) any Taxes imposed on Citigroup or its Affiliates under Section 951 of the Code with respect to any PC/CM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing Date; and (viii) any costs and expenses, such amount determined in the manner described in Section 8.1(e)(i)(A). Legg Mason shall indemnify the Citigroup Tax Indemnitees for any and all including reasonable out-of-pocket costs investigatory, legal or accounting fees and expenses expenses, losses, damages, assessments, settlements or judgments arising out of, incident to the imposition, assessment or assertion of, or attributable to any item described in (including reasonable fees for attorneys and other outside consultantsi) incurred in connection with any to (vii) (including, subject to Section 9.1(e), the contest of any Tax liability for which Legg Mason is liable under this Article VIII. With respect to each time in connection therewith); provided, however, that Citigroup brings an indemnification claim pursuant to this Article VIII, Legg Mason Corix shall not be liable, and Citigroup the CIUS-SWMAC Indemnified Parties shall not seek indemnification, under this Section 8.1(c) (A) until the aggregate amount of Legg Mason’s indemnification obligation under this Section 8.1(c) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Legg Mason shall be liable for the entire amount of the indemnification obligation under this Section 8.1(c) and (B) for any current Taxes or Losses to the extent reserved for, clearly set forth and verifiable on recovery for such Taxes or Losses would be duplicative of amounts recovered as an adjustment to (or otherwise taken into account in determining) the PC/CM Final Closing Date Balance SheetEquity Balancing Payment pursuant to Article II. For the avoidance of doubt, the parties acknowledge and agree that Legg Mason shall indemnify and hold harmless Citigroup and its Affiliates against any and all losses of Tax Benefits resulting from Legg Mason’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any PC/CM Domestic Subsidiary. (d) From and after the Closing Date, Citigroup shall be responsible for, and shall hold the Legg Mason Tax Indemnitees harmless against, any Taxes imposed on the PC/CM Subsidiaries, and not indemnified against by Legg Mason under Section 8.1(c), (i) for all taxable periods beginning after the Closing Date or portions of the Straddle Period beginning after the Closing Date, (ii) that are attributable to any action of Citigroup or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions contemplated by this Agreement or taken at the request of Legg Mason, including, without limitation, the making of the PC/CM Elections and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Taxes).,

Allocation of Taxes and Indemnification. (a) From and after the Closing Date, Citigroup Pluto shall be responsible forpay to Newquay the amount required to indemnify, and shall indemnify defend, save and hold Legg Mason harmless Newquay Indemnified Parties from and its Affiliates against any and all (which, for purposes of this Article VIII, shall include the CAM Subsidiaries i) Taxes that are attributable to Rover with respect to any taxable period ending after the Closing Date, and for the portion of any Straddle Period beginning after the Closing Date (as determined under Section 8.1(c)); (ii) and each Taxes based upon, attributable to or resulting from any failure or failures to be true of, or inaccuracy in, any representation or warranty made in this Agreement; (iii) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by Pluto or any of their respective officersAffiliates in this Agreement; (iv) any Transfer Taxes payable by Pluto under Section 8.4; and (v) any costs and expenses, directorsincluding reasonable out-of-pocket legal or accounting fees and expenses, employees, agents and representatives (the “Legg Mason Tax Indemnitees”) harmless against attributable to any item described in (i) to (iv) (including, subject to Section 8.1(e), the contest of any Tax liability in connection therewith); provided, however, that Pluto shall not be liable, and Newquay Indemnified Parties shall not seek indemnification, for any Taxes or Losses to the extent recovery for such Taxes or Losses would constitute a duplicative payment of amounts recovered as a purchase price adjustment pursuant to Article I or Article III. (b) From and after the Closing Date, Newquay shall pay to Pluto the amount required to indemnify, defend, save and hold harmless the Pluto Indemnified Parties from and against any and all (i) Taxes imposed on any of the CAM Subsidiaries or for which they Rover that are otherwise liable for as a transferee or successor or pursuant attributable to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any CAM Subsidiary as a result of the CAM Restructuring, for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on (and including) the Closing Date (as determined under Section 8.1(c)); (ii) Losses based upon, attributable to or resulting from any failure or failures to be true of, or inaccuracy in, any representation or warranty made in Section 5.11; (iii) Taxes based upon, attributable to or resulting from any failure or failures to be true of, or inaccuracy in, any representation or warranty made in this Agreement, other than representations or warranties made in Section 5.11 (which, for the avoidance of doubt, is addressed in clause (ii) above); (iv) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by Newquay or any of their Affiliates in this Agreement; (v) Taxes imposed on Rover as a result of Rover being a transferee or successor pursuant to applicable Requirement of Law, in either case where the liability of Rover is attributable to an event or transaction occurring before the Closing; (vi) amounts required to be paid by or imposed on Rover pursuant to any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than indemnification or reimbursement provisions in any such agreement or arrangement entered into in the ordinary course of business, the principal subject of which does not relate to Taxes) to which Rover is a party or is otherwise subject, in either case, on or prior to the Closing Date, ; (ii) any Taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code with respect to the CAM Domestic Subsidiaries (a “CAM Election”) and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to Taxes, (iiivii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign non-U.S. Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated affiliated, unitary or unitary groupother group for Tax purposes) for which any CAM Subsidiary Rover may be liable because of membership in the affiliated group, within the meaning of Section 1504(a) of the Code, of which Citigroup Newquay is the common parent (the “Citigroup Newquay Affiliated Group”) or any consolidated group, combined, affiliated or unitary group (other than the Citigroup Newquay Affiliated Group) at any time on or prior to Closing, and (iv) any Taxes imposed on Legg Mason or its Affiliates under Section 951 of the Code with respect to any CAM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing Date, such amount determined in the manner described in Section 8.1(e)(i)(A). Citigroup shall indemnify the Legg Mason Tax Indemnitees for ; (viii) any and all reasonable out-of-pocket costs and expenses (including reasonable fees for attorneys and other outside consultants) incurred Losses in connection with any contest an over-accrual or over-statement of any Tax liability for which Citigroup is liable under this Article VIII. With respect to each time that Legg Mason brings an indemnification claim pursuant to this Article VIII, Citigroup shall not be liable, and Legg Mason shall not seek indemnification, under this Section 8.1(a) (A) until the aggregate amount of Citigroup’s indemnification obligation under this Section 8.1(a) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Citigroup shall be liable for the entire amount of the indemnification obligation under this Section 8.1(a) and (B) for any current Taxes asset to the extent such Tax asset was specifically reserved for, clearly set forth and verifiable as an asset on the CAM Rover Final Closing Date Balance Sheet. For the avoidance of doubtStatement; and (ix) any costs and expenses, the parties acknowledge including reasonable, out-of-pocket legal or accounting fees and agree that Citigroup shall indemnify and hold harmless Legg Mason and its Affiliates against any and all losses of Tax Benefits resulting from Citigroup’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect expenses, attributable to any CAM Domestic Subsidiary. (b) From and after the Closing Date, Legg Mason shall be responsible for, and shall hold Citigroup and its Affiliates and each of their respective officers, directors, employees, agents and representatives (the “Citigroup Tax Indemnitees”) harmless against, any Taxes imposed on the CAM Subsidiaries, and not indemnified against by Citigroup under Section 8.1(a), item described in clauses (i) to (viii) (including, subject to Section 8.1(e), the contest of any Tax liability in connection therewith); provided, however, that Newquay shall not be liable, and the Pluto Indemnified Parties shall not seek indemnification, for all taxable periods ending after any Taxes or Losses to the extent (A) such Taxes or Losses were specifically reserved for, clearly set forth and verifiable as a liability on the Rover Final Closing Date Statement, or portions of the Straddle Period beginning after the Closing Date and (iiB) that such Taxes or Losses are attributable to any transaction or action of Legg Mason Pluto or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions an ordinary course transaction or an action contemplated by this Agreement or taken at the written request of CitigroupNewquay, including, without limitationincluding any transactions resulting from any Rover Election, the making of the CAM Elections and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to Taxes). (c) From and after the Closing Date, Legg Mason shall be responsible for, and shall indemnify and hold the Citigroup Tax Indemnitees (which, for purposes of this Article VIII, shall include the PC/CM Subsidiaries after the Closing Date) harmless against (i) any liability for Taxes imposed on any of the PC/CM Subsidiaries or for which they are otherwise liable for as a transferee or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any PC/CM Subsidiary as a result of the PC/CM Restructuring, for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on the Closing Date, (ii) any Taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code with respect to the PC/CM Domestic Subsidiaries (a “PC/CM Election”) and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Taxes, (iii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated or unitary group) for which any PC/CM Subsidiary may be liable because of membership in the affiliated group, within the meaning of Section 1504(a) of the Code, of which Legg Mason is the common parent (the “Legg Mason Affiliated Group”) or any consolidated group, combined, affiliated or unitary group (other than the Legg Mason Affiliated Group) at any time prior to Closing, and (iv) any Taxes imposed on Citigroup or its Affiliates under Section 951 of the Code with respect to any PC/CM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing Date, such amount determined in the manner described in Section 8.1(e)(i)(A). Legg Mason shall indemnify the Citigroup Tax Indemnitees for any and all reasonable out-of-pocket costs and expenses (including reasonable fees for attorneys and other outside consultants) incurred in connection with any contest of any Tax liability for which Legg Mason is liable under this Article VIII. With respect to each time that Citigroup brings an indemnification claim pursuant to this Article VIII, Legg Mason shall not be liable, and Citigroup shall not seek indemnification, under this Section 8.1(c) (A) until the aggregate amount of Legg Mason’s indemnification obligation under this Section 8.1(c) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Legg Mason shall be liable for the entire amount of the indemnification obligation under this Section 8.1(c) and (B) for any current Taxes to the extent reserved for, clearly set forth and verifiable on the PC/CM Final Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Legg Mason shall indemnify and hold harmless Citigroup and its Affiliates against any and all losses of Tax Benefits resulting from Legg Mason’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any PC/CM Domestic Subsidiary. (d) From and after the Closing Date, Citigroup shall be responsible for, and shall hold the Legg Mason Tax Indemnitees harmless against, any Taxes imposed on the PC/CM Subsidiaries, and not indemnified against borne solely by Legg Mason under Section 8.1(c), (i) for all taxable periods beginning after the Closing Date or portions of the Straddle Period beginning after the Closing Date, (ii) that are attributable to any action of Citigroup or any of its Affiliates that occurs after the Closing on the Closing Date (other than actions contemplated by this Agreement or taken at the request of Legg Mason, including, without limitation, the making of the PC/CM Elections and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to TaxesNewquay).