In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

Tax Liability. Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with Awards (including any taxes arising under Section 409A of the Code), and the Company shall not have any obligation to indemnify or otherwise hold any Participant harmless from any or all of such taxes.

Income Tax Reporting; Withholding. Executive shall report the Annual Base Salary, any bonus and all other payments made to Executive under this Agreement as ordinary income for federal, state and local tax income purposes and all such compensation and other payments shall be subject to withholding.

Without limiting the generality of the foregoing, should any payment made pursuant to this Agreement be deemed by Canada Revenue Agency or any other taxation authority of Canada or the United States or any political subdivision thereof to constitute a taxable benefit or otherwise be or become subject to any tax, then the Corporation shall pay to the Indemnified Party such additional amount as may be necessary to ensure that the amount received by or on behalf of the Indemnified Party, after the payment of or withholding for such tax, is equal to the amount of the actual losses, liabilities, claims, damages, costs, charges or expenses against which the Indemnified Party was to be indemnified hereunder.

Income and Employment Tax Withholding. All required federal, state, city and local income and employment taxes which arise on the lapse of the Period of Restriction shall be satisfied through the # withholding of Shares required to be issued under [Section 10], or # tendering by the Participant to the Company of Shares which are owned by the Participant, as described in [Section 15.02] of the Plan. The Fair Market Value of the Shares to be tendered shall be equal to the dollar amount of the Company’s aggregate withholding tax obligations, calculated on the day the Period of Restriction ends.

Tax Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and the Company: # makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and # does not commit to structure the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items.

On the Closing Date, the Target Group will leave the Seller’s tax consolidated group and file corporate income and consumption tax returns for the period ending on the date prior to the Closing Date. The Seller shall be responsible for preparing and filing all income tax returns with respect to the activity of the Target Group for any taxable period ending on or prior to the Closing Date (the “Pre-Closing Tax Period), and the Seller hereby covenants and agrees to pay all income taxes shown on such income tax returns. Since Target Company has a joint tax liability with respect to the national corporate income tax liabilities of the Seller’s tax consolidated group, the Target Company can charge to the Seller any taxes the Target Company paid due to the joint tax liability, and such right includes national corporate income taxes for the period for the fiscal year ended ​ or earlier.

“Hypothetical Tax Liability” means, with respect to any Taxable Year, the liability for Taxes of # the Corporation and # without duplication, the Company, but in the case of this [clause (b)] only with respect to Taxes imposed on the Company and allocable to the Corporation, in each case using the same methods, elections, conventions, and practices used on the relevant Corporation Tax Return; provided, that the liability for Taxes described in [clauses (a) and (b)])] shall be calculated # without taking into account the Blocker Pre-BCA Covered Tax Assets or the Exchange Covered Tax Assets, # using the Assumed State and Local Tax Rate, solely for purposes of calculating the state and local hypothetical tax liability of the Corporation and the Company, and # assuming, solely for purposes of calculating the liability for U.S. federal income Taxes, in order to prevent double counting, that state and local income and franchise Taxes are not deductible by the Corporation for U.S. federal income Tax purposes.

#​ will be treated as a limited liability company for U.S. federal income tax purposes.

Income Taxes. The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the shares of Common Stock received by the Participant upon the conversion of all or a portion of the Participant’s Stock Unit Account, an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to such shares of Common Stock. Such payment shall be made in the form of cash, the delivery of shares of Common Stock already owned or by withholding such number of actual shares otherwise deliverable pursuant to this Agreement as is equal to the withholding tax due, or in a combination of such methods. In the event that the Participant does not affirmatively instruct the Company ahead of the applicable vesting date that he or she wishes to pay withholding taxes in another manner specified above, the Company shall withhold shares from the settlement of the Award.