Tech Data (TECD)

Section 17. Taxes and Other Claims.

17.1 Payments Free of Taxes and Other Claims. Any and all payments by or on account of any obligation of any Company hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff, and without limiting the foregoing, shall be made free and clear of and without reduction or withholding for any Indemnified Taxes (including any Other Taxes), provided that if any Company should be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable hereunder shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Purchasers’ Agent or any Purchaser, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Company shall make such deductions, and (iii) the applicable Company shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

17.2 Payment of Other Taxes by the Companies. Without limiting the provisions of Section 17.1 above, each Company shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

17.3 Indemnification by Tech Data. Tech Data shall indemnify the Purchasers’ Agent and each Purchaser within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes for Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Purchasers’ Agent or such Purchaser, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes are correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Tech Data by Purchasers’ Agent or any Purchaser (with a copy to Purchasers’ Agent), shall be conclusive absent manifest error.

17.4 Evidence of Payment. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Company to a Governmental Authority, Tech Data shall deliver to the Purchasers’ Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment, or other evidence of such payment reasonable satisfactory to Purchasers’ Agent.

17.5 Status of Purchasers. Any Foreign Purchaser that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Company is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to

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payments hereunder, shall deliver to Tech Data (with a copy to Purchasers’ Agent), at the time or times prescribed by applicable law or reasonably requested by Tech Data or Purchasers’ Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payment to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if requested by Tech Data or Purchasers’ Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Tech Data or Purchasers’ Agent as will enable Tech Data or Purchasers’ Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that any Company is resident for tax purposes in the United States, any Foreign Purchaser shall deliver to Tech Data and Purchasers’ Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a party under this Agreement (and from time to time thereafter upon request of Tech Data or Purchasers’ Agent, but only if such Foreign Purchaser is legally entitled to do so), whichever of the following is applicable:

(i) duly completed copies of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(ii) duly completed copies of IRS Form W-8ECI, or

(iii) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Tech Data and Purchasers’ Agent to determine the withholding or deduction required to be made.

17.6 Treatment of Certain Refunds. If Purchasers’ Agent or any Purchaser determines that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by Tech Data or with respect to which Tech Data has paid additional amounts pursuant to this Section, it shall pay to Tech Data an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Tech Data under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of Purchasers’ Agent or such Purchaser, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that Tech Data, upon the request of Purchasers’ Agent or such Purchaser, agrees to repay the amount paid over to Tech Data (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Purchasers’ Agent or such Purchaser in the event Purchasers’ Agent or such Purchaser is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require Purchasers’ Agent or any Purchaser to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Tech Data or any other Person.

Without limiting the obligations of the Purchasers set forth above regarding delivery of certain forms and documents to establish such Purchasers’ status for United States withholding tax purposes, each Purchaser agrees promptly to deliver to Purchasers’ Agent or Tech Data, as

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Purchasers’ Agent or Tech Data shall reasonably request, on or prior to the Restatement Date and in a timely fashion thereafter, such other documents and forms required by any relevant taxing authorities under the laws of any other jurisdiction, duly completed and executed by such Purchaser as are required under such laws to confirm such Purchaser’s entitlement to any available exemption from, or reduction of applicable withholding taxes in respect of all payments to be made to such Purchaser outside of the United States by any Company pursuant to this Agreement or otherwise to establish such Purchaser’s status for withholding tax purposes in such of a jurisdiction. Each Purchaser shall promptly (i) notify Purchasers’ Agent of any change in circumstances that would modify or render invalid any such claimed exemption or reduction, and (ii) take such steps as shall not be materially disadvantageous to it, in its reasonable judgment, and as may be reasonably necessary to avoid any requirement of applicable laws of any such jurisdiction that any Company make any deduction or withholding for taxes from amounts payable to such Purchaser. Additionally, each Company shall promptly deliver to Purchasers’ Agent or any Purchaser, as Purchasers’ Agent or such Purchaser shall reasonably request, on or prior to the Restatement Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the laws of any jurisdiction, duly completed and executed by the applicable Company as are required to be furnished by such Purchaser or Purchasers’ Agent under such laws in connection with any payment by Purchasers’ Agent or any Purchaser or Taxes or Other Taxes, or otherwise in connection with this Agreement, with respect to such jurisdiction.