Common use of Additional Tax Matters Clause in Contracts

Additional Tax Matters. (a) Any sales, use, transfer, deed, fixed asset, stamp, documentary stamp or other similar type Taxes and recording charges (each, a “Transfer Tax”) which may be payable by reason of the acquisition of the Acquired Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by Seller. Purchaser and Seller shall cooperate to prepare and timely file any Tax Returns required to be filed in connection with Transfer Taxes described in the immediately preceding sentence. (b) All real and personal property Taxes imposed on, or levied with respect to, the Acquired Assets for any Tax Period commencing on or prior to the Closing Date and ending on or after the Closing Date (a “Straddle Period”) shall be prorated between Purchaser and Seller as of the end of the Closing Date, with (a) Seller being liable for such Taxes attributable to any portion of a Straddle Period ending on the Closing Date and (b) Purchaser being liable for such Taxes attributable to any portion of a Straddle Period beginning after the Closing Date. All such prorations shall be allocated so that items relating to the portion of a Straddle Period ending on the Closing Date shall be allocated to Seller based upon the number of days in the Straddle Period ending on the Closing Date and items related to the portion of a Straddle Period beginning after the Closing Date shall be allocated to Purchaser based upon the number of days in the Straddle Period beginning after the Closing Date. For purposes of Section 2.3 (other than Sections 2.3(f)) and 2.4(b)(ii)), all Liabilities for Taxes other than real and personal property Taxes imposed for a Straddle Period shall be determined for the portion of the Straddle Period ending on the Closing Date as if the Closing Date was the last day of the relevant Taxable Period. (c) Purchaser shall, within one-hundred twenty (120) days after the Closing Date, prepare and deliver to Seller for its consent (which consent shall not be unreasonably withheld, delayed or conditioned) a schedule allocating the Purchase Price and any other item of consideration, including Assumed Liabilities, to the extent properly taken into account for U.S. tax purposes, among the Acquired Assets in accordance with Section 1060 of the Code (such schedule, the “Allocation Schedule”). If Seller raises any objection to the Allocation Schedule within twenty (20) days of the receipt thereof, Purchaser and Seller will negotiate in good faith to resolve such objection(s). In the case of any adjustment to the Purchase Price or any other items of consideration requiring an amendment to the Allocation Schedule, such amended Allocation Schedule shall be prepared by Purchaser, subject to review by Seller and subject to dispute resolution pursuant to the same procedures set forth in this Section 11.1(c) applicable to the initial Allocation Schedule. Purchaser and Seller shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule as finally agreed upon, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Body or any other proceeding); provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation Schedule, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the contents of the Allocation Schedule. Purchaser and Seller shall cooperate in the filing of any forms (including IRS Form 8594 under Section 1060 of the Code) with respect to the contents of the Allocation Schedule, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price. If and to the extent the parties are unable to agree on the contents of the Allocation Schedule, the parties shall retain a mutually agreed-upon accounting firm of national repute to resolve such dispute. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 11.1(c) shall survive the Closing without limitation.

Additional Tax Matters. (a) Any sales, use, transfer, deed, fixed asset, stamp, documentary stamp or other similar type Taxes and recording charges (each, a “Transfer Tax”) which may be payable by reason As of the acquisition Closing Date, TPI shall cause all Tax allocation, Tax sharing, Tax reimbursement and similar arrangements or agreements between TPI and its Affiliates, on the one hand, and any of the Acquired Assets or Contributed Subsidiaries, on the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by Seller. Purchaser and Seller shall cooperate to prepare and timely file any Tax Returns required other, to be filed in connection extinguished and terminated with Transfer Taxes described in the immediately preceding sentencerespect to such Contributed Subsidiaries and any rights or obligations existing under any such agreement or arrangement to be no longer enforceable. (b) All real After the Closing Date, Newco will cause appropriate employees of the Contributed Subsidiaries to prepare usual and personal property Taxes imposed on, or levied customary Tax Return packages with respect to, to the Acquired Assets for any Tax Period commencing on or prior to the Closing Date beginning January 1, 1999 and ending on or after the Closing Date (a “Straddle Period”) shall be prorated between Purchaser and Seller as of the end of the Closing Date. Newco will use its commercially reasonable efforts to cause such Tax Return packages to be delivered to TPI on or before March 1, with (a) Seller being liable for such Taxes attributable to 2000, but in any portion of a Straddle Period ending on the Closing Date and (b) Purchaser being liable for such Taxes attributable to any portion of a Straddle Period beginning after the Closing Date. All such prorations shall be allocated so event not later that items relating to the portion of a Straddle Period ending on the Closing Date shall be allocated to Seller based upon the number of days in the Straddle Period ending on the Closing Date and items related to the portion of a Straddle Period beginning after the Closing Date shall be allocated to Purchaser based upon the number of days in the Straddle Period beginning after the Closing Date. For purposes of Section 2.3 (other than Sections 2.3(f)) and 2.4(b)(ii))May 1, all Liabilities for Taxes other than real and personal property Taxes imposed for a Straddle Period shall be determined for the portion of the Straddle Period ending on the Closing Date as if the Closing Date was the last day of the relevant Taxable Period2000. (c) Purchaser shallTPI and Newco agree that Newco has acquired substantially all of the property used in the Containerboard Business and that in connection therewith Newco will employ individuals who immediately before the Closing Date were employed in such trade or business by TPI. Accordingly, within onepursuant to Rev. Proc. 96-hundred twenty (120) days after 60, 1996-2 C.B. 399, provided that TPI makes available to Newco all necessary payroll records for the calendar year that includes the Closing Date, prepare Newco will furnish a Form W-2 to each employee employed by Newco who had been employed by TPI, disclosing all wages and deliver other compensation paid for such calendar year, and Taxes withheld therefrom, and TPI will be relieved of the responsibility to Seller for its consent do so. (which consent d) If Newco or any Contributed Subsidiary receives a Tax refund with respect to Taxes of any Contributed Subsidiary attributable to a Pre-Closing Period (other than a Tax refund accrued on the Final Working Capital Statement or a refund of Taxes accrued on the Final Working Capital Statement ) Newco shall not be unreasonably withheldpay, delayed or conditionedwithin the thirty (30) a schedule allocating days following the Purchase Price and receipt of such Tax refund, the amount of such Tax refund, net of any other item of consideration, including Assumed LiabilitiesTaxes imposed thereon, to TPI. If TPI receives a Tax refund with respect to Taxes of any Contributed Subsidiary attributable to any Post-Closing Period or any Taxes accrued on the extent properly taken into account for U.S. tax purposesFinal Working Capital Statement, among TPI will pay, within thirty (30) days following the Acquired Assets in accordance with Section 1060 receipt of the Code (such scheduleTax refund, the “Allocation Schedule”). If Seller raises amount of such Tax refund, net of any objection Taxes imposed thereon, to the Allocation Schedule within twenty (20) days of the receipt thereof, Purchaser and Seller will negotiate in good faith to resolve such objection(s)Newco. In the case of any adjustment to the Purchase Price or any other items of consideration requiring an amendment to the Allocation Schedule, such amended Allocation Schedule shall be prepared by Purchaser, subject to review by Seller and subject to dispute resolution pursuant to the same procedures set forth in this Section 11.1(c) applicable to the initial Allocation Schedule. Purchaser and Seller shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule as finally agreed upon, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Body or any other proceeding); provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation Schedule, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the contents of the Allocation Schedule. Purchaser and Seller shall cooperate in the filing of any forms (including IRS Form 8594 under Section 1060 of the Code) refund with respect to Taxes of a Contributed Subsidiary attributable to a Straddle Period, the contents Tax refund shall be apportioned between Pre-Closing Periods and Post-Closing Periods in accordance with the principles of the Allocation Schedule, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price. If and Section 8.1(c) hereof; provided that to the extent the parties are unable to agree any Tax refund for a Straddle Period was accrued on the contents Final Working Capital Statement, such refund shall be for the account of Newco. The reduction of any Tax refund amount under this Section 8.5(d) by the Allocation Scheduleamount of Taxes imposed on the payor's receipt of such refund, shall be determined in the parties shall retain a mutually agreed-upon accounting firm same manner in which Tax Benefits are determined and paid under Section 7.6. (e) To the extent requested by TPI, Newco agrees that it will timely file all required applications and notices with the appropriate authorities to the extent necessary, under the applicable forest Tax laws, to maintain the current property tax classification of national repute TPI's timberland properties being contributed to resolve such dispute. Notwithstanding any other provision of this Agreement, Newco under the terms and provisions of this Section 11.1(c) shall survive hereof, except to the Closing without limitationextent that any such filing would adversely affect Newco.

Additional Tax Matters. (a) Any sales, use, transfer, deed, fixed asset, stamp, documentary stamp or other similar type Taxes and recording charges (each, a “Transfer Tax”) which may be payable by reason As of the acquisition Closing Date, CSK shall cause all Tax allocation, Tax sharing, Tax reimbursement and similar arrangements or agreements applicable to the WISCO Business between CSK and any Affiliates, on the one hand, and any of the Acquired Assets or WISCO Contributed Subsidiaries, on the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by Seller. Purchaser and Seller shall cooperate to prepare and timely file any Tax Returns required other, to be filed in connection extinguished and terminated with Transfer Taxes described in respect to such WISCO Contributed Subsidiaries and any rights or obligations existing under any such agreement or arrangement to be no longer enforceable, except to the immediately preceding sentenceextent reflected on the Final Working Capital Statement. (b) All real After the Closing Date, the Company will cause appropriate Employees of the WISCO Contributed Subsidiaries to prepare usual and personal property Taxes imposed on, or levied customary Tax Return packages with respect to, to the Acquired Assets for any Tax Period commencing on or prior to the Closing Date beginning January 1, 1999 and ending on or after the Closing Date (a “Straddle Period”) shall be prorated between Purchaser and Seller as of the end of the Closing Date. The Company will use its commercially reasonable efforts to cause such Tax Return packages to be delivered to CSK on or before March 1, with (a) Seller being liable for such Taxes attributable to 2000, but in any portion of a Straddle Period ending on the Closing Date and (b) Purchaser being liable for such Taxes attributable to any portion of a Straddle Period beginning after the Closing Date. All such prorations shall be allocated so event not later that items relating to the portion of a Straddle Period ending on the Closing Date shall be allocated to Seller based upon the number of days in the Straddle Period ending on the Closing Date and items related to the portion of a Straddle Period beginning after the Closing Date shall be allocated to Purchaser based upon the number of days in the Straddle Period beginning after the Closing Date. For purposes of Section 2.3 (other than Sections 2.3(f)) and 2.4(b)(ii))May 1, all Liabilities for Taxes other than real and personal property Taxes imposed for a Straddle Period shall be determined for the portion of the Straddle Period ending on the Closing Date as if the Closing Date was the last day of the relevant Taxable Period2000. (c) Purchaser shallCSK and G-P agree that the Company will acquire hereunder substantially all of the property used in the WISCO Business and that in connection therewith the Company will employ individuals who immediately before the Closing Date were employed in such trade or business by WISCO or the WISCO Contributed Subsidiaries. Accordingly, within onepursuant to the Alternate Procedure permitted by Rev. Proc. 96-hundred twenty (120) days after 60, 1996-2 C.B. 399, provided that the applicable CSK Party makes available to the Company all necessary payroll records for the calendar year that includes the Closing Date, prepare the Company will furnish a Form W-2 to each Employee employed by the Company who had been employed by the WISCO Business, disclosing all wages and deliver other compensation paid for such calendar year, and Taxes withheld therefrom, and WISCO and the applicable CSK Party will be relieved of the responsibility to Seller for do so. (d) If the Company or any WISCO Contributed Subsidiary receives a refund with respect to Taxes of any WISCO Contributed Subsidiary attributable to a Pre-Closing Period (other than a Tax refund accrued as an asset on the Final Working Capital Statement) or a refund of Taxes accrued as a liability on the Final Working Capital Statement, the Company shall pay, within the thirty (30) days following the receipt of such Tax refund, the amount of such Tax refund (reduced by the amount of any Taxes it incurs or will incur as a result of its consent accrual or receipt of such refund or any interest thereon), to CSK. If CSK receives a Tax refund with respect to Taxes of any WISCO Contributed Subsidiary attributable to any Post-Closing Period or any Tax refund accrued as an asset on the Final Working Capital Statement, CSK will pay, within thirty (which consent shall not be unreasonably withheld30) days following the receipt of such refund, delayed the amount of such Tax refund (reduced by the amount of any Taxes it incurs or conditioned) will incur as a schedule allocating the Purchase Price and result of its accrual or receipt of such refund or any other item of consideration, including Assumed Liabilitiesinterest thereon), to the extent properly taken into account for U.S. tax purposes, among the Acquired Assets in accordance with Section 1060 of the Code (such schedule, the “Allocation Schedule”). If Seller raises any objection to the Allocation Schedule within twenty (20) days of the receipt thereof, Purchaser and Seller will negotiate in good faith to resolve such objection(s)Company. In the case of any adjustment to the Purchase Price or any other items of consideration requiring an amendment to the Allocation Schedule, such amended Allocation Schedule shall be prepared by Purchaser, subject to review by Seller and subject to dispute resolution pursuant to the same procedures set forth in this Section 11.1(c) applicable to the initial Allocation Schedule. Purchaser and Seller shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule as finally agreed upon, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Body or any other proceeding); provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation Schedule, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the contents of the Allocation Schedule. Purchaser and Seller shall cooperate in the filing of any forms (including IRS Form 8594 under Section 1060 of the Code) refund with respect to Taxes of a WISCO Contributed Subsidiary attributable to a Straddle Period, the contents Tax refund shall be apportioned between Pre-Closing Periods and Post-Closing Periods in accordance with the principles of the Allocation Schedule, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price. If and Section 8.1(c) hereof; provided that to the extent the parties are unable to agree any Tax refund for a Straddle Period was accrued on the contents Final Working Capital Statement, such refund shall be for the account of the Allocation Schedule, the parties shall retain a mutually agreed-upon accounting firm of national repute to resolve such dispute. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 11.1(c) shall survive the Closing without limitationCompany.

Additional Tax Matters. (a) Any salesShareholder shall prepare, useor cause to be prepared, transfer, deed, fixed asset, stamp, documentary stamp or other similar type Taxes and recording charges (each, a “Transfer Tax”) which may be payable by reason of the acquisition of the Acquired Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by Seller. Purchaser and Seller shall cooperate to prepare and timely file any all income Tax Returns required to be filed in connection by Company after the Closing Date with Transfer Taxes described in respect to a Pre-Closing Tax Period (and excluding the immediately preceding sentencePre-Closing Tax Period portion of a Straddle Period). (b) All real and personal property Taxes imposed onExcept as required in Section 8.3(a), Buyer shall prepare, or levied with respect tocause to be prepared, the Acquired Assets for any all Tax Period commencing on or prior Returns required to the Closing Date and ending on or be filed by Company after the Closing Date with respect to a Pre-Closing Tax Period. Shareholder shall reimburse Buyer for any Taxes reflected on any pre-Closing Date Tax Return and its portion of any Taxes reflected on any Tax Return for a Straddle Period at least three days prior to the due date of such Tax Return. (a “Straddle Period”c) Any such Tax Return required to be filed in Section 8.3(a) or Section 8.3(b) shall be prorated between Purchaser prepared in a manner consistent with past practice (unless otherwise required by Applicable Law) and Seller without a change of any election or any accounting method and shall be submitted to Shareholder or Buyer (together with schedules, statements and, to the extent requested by Buyer or Shareholder, supporting documentation) at least 30 days prior to the due date (including extensions) of such Tax Return. If either party objects to any item on any such Tax Return, that party shall, within five days after delivery of such Tax Return, notify the other party, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Shareholder and Buyer shall negotiate in good faith and use their reasonable best efforts to resolve such items. (d) In the case of Taxes payable with respect to a Straddle Period, the amount of (i) any Taxes based on or measured by income, gross or net sales, use, receipts, or payroll of Company for a Straddle Period which relate to the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the end of the Closing Date, with (a) Seller being liable for such Taxes attributable to any portion of a Straddle Period ending day on the Closing Date and (bii) Purchaser being liable other Taxes of Company for such Taxes attributable to any portion of a Straddle Period beginning after which relates to the Pre-Closing Date. All such prorations Tax Period shall be allocated so that items relating deemed to be the portion amount of such Tax for the entire taxable period multiplied by a Straddle Period ending on fraction the Closing Date shall be allocated to Seller based upon numerator of which is the number of days in the Straddle Period ending on the Closing Date and items related to the portion denominator of a Straddle Period beginning after the Closing Date shall be allocated to Purchaser based upon which is the number of days in such Straddle Period. All determinations necessary to give effect to the Straddle Period beginning after the Closing Date. For purposes of Section 2.3 (other than Sections 2.3(f)) and 2.4(b)(ii)), all Liabilities for Taxes other than real and personal property Taxes imposed for a Straddle Period foregoing allocations shall be determined for made in a manner consistent with prior practice of Company, to the portion of the Straddle Period ending on the Closing Date as if the Closing Date was the last day of the relevant Taxable Periodextent permitted by Applicable Law. (ce) Purchaser shallShareholder shall manage, within oneconduct, control and settle, compromise or otherwise dispose of, and represent the interests of the Selling Parties and their direct and indirect owners in, any audit, examination, appeal, claim, litigation or other Proceeding with respect to Taxes for any Tax return filed pursuant to Section 8.3(a); provided, however, that any settlement, compromise or other disposition of any claim that would have the effect of materially increasing any Tax liability of Company, Buyer or any of their direct or indirect owners for any Post-hundred twenty (120) days after Closing Tax Period may only be made with the Closing Datewritten consent of Buyer, prepare and deliver to Seller for its consent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. (f) a schedule allocating the Purchase Price and any other item of consideration, including Assumed Liabilities, Except to the extent properly taken into account for U.S. tax purposesprovided in Section 8.3(e), among the Acquired Assets in accordance with Section 1060 of the Code (such scheduleBuyer shall manage, the “Allocation Schedule”). If Seller raises any objection to the Allocation Schedule within twenty (20) days of the receipt thereofconduct, Purchaser control and Seller will negotiate in good faith to resolve such objection(s). In the case of any adjustment to the Purchase Price settle, compromise or any other items of consideration requiring an amendment to the Allocation Schedule, such amended Allocation Schedule shall be prepared by Purchaser, subject to review by Seller and subject to dispute resolution pursuant to the same procedures set forth in this Section 11.1(c) applicable to the initial Allocation Schedule. Purchaser and Seller shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule as finally agreed uponotherwise dispose of, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, represent the interests of Company in any audits audit, examination, appeal, claim, litigation or examinations by other Proceeding with respect to Taxes for any Governmental Body or any other proceeding)Pre-Closing Tax Period; provided, however, that nothing contained herein shall prevent Purchaser any settlement, compromise or Seller from settling other disposition of any proposed deficiency or adjustment by claim for any Governmental Body based upon or arising out Pre-Closing Tax Period may only be made with the written consent of the Allocation ScheduleShareholder, which consent shall not be unreasonably withheld, conditioned or delayed. Xxxxx agrees to give written notice to Shareholder of the receipt of any written notice by Company, Buyer or any of Xxxxx’s Affiliates which involves the assertion of any claim, or the commencement of any claim, in respect of which an indemnity may be sought by Buyer pursuant to Section 10.1(a)(iv); (a “Tax Claim”); provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder. Buyer shall control the contest or resolution of any Tax Claim; provided, however, that Xxxxx shall obtain the prior written consent of Shareholder (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim; and, provided further, that Shareholder shall be entitled to participate in the defense of such claim and to employ counsel of his choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Shareholder. (g) All Tax-sharing agreements with respect to or involving Company shall be terminated as of the Closing Date and, after the Closing Date, Company shall not be bound thereby or have any Liability thereunder. (h) All transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement will be paid by Shareholder when due, and neither Purchaser nor Seller shall be Shareholder will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the contents of the Allocation Schedule. Purchaser Applicable Law, Buyer will, and Seller shall cooperate will cause its Affiliates to, join in the filing execution of any forms such Tax Returns and other documentation. (including IRS Form 8594 under Section 1060 i) Notwithstanding anything herein to the contrary and without duplication of amounts reflected in the Code) Net Working Capital at Closing, any ad valorem Taxes imposed on the assets of Company and other periodic expense items such as utilities and similar expenses with respect to the contents assets of Company that relate to a period beginning before the Allocation Schedule, including any amendments to Closing Date and ending after the Closing Date shall be apportioned as of Closing such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price. If that Shareholder shall be liable for (and shall reimburse Buyer or Company to the extent that Buyer or Company shall pay) that portion of such Taxes and other expense items relating to, or arising in respect of, periods through the parties are unable Closing Date and Buyer shall be liable for (and shall reimburse Shareholder to agree the extent Shareholder shall have paid) that portion of such Taxes and other expense items relating to, or arising in respect to, periods after the Closing Date. All amounts to be prorated will, to the extent reasonably feasible, be taken into account on the contents Settlement Statement. To the extent the amounts of any such proratable items are not finally known at the Allocation ScheduleClosing, appropriate settlement will be made within 30 days after the parties shall retain a mutually agreed-upon accounting firm amount of national repute to resolve any such dispute. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 11.1(c) shall survive the Closing without limitationitem is finally known.

Additional Tax Matters. (a) Any sales, use, transfer, deed, fixed asset, stamp, documentary stamp or other similar type Taxes and recording charges (each, a “Transfer Tax”) which may be payable by reason As of the acquisition Closing Date, CSK shall cause all Tax allocation, Tax sharing, Tax reimbursement and similar arrangements or agreements applicable to the WISCO Business between CSK and any Affiliates, on the one hand, and any of the Acquired Assets or WISCO Contributed Subsidiaries, on the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by Seller. Purchaser and Seller shall cooperate to prepare and timely file any Tax Returns required other, to be filed in connection extinguished and terminated with Transfer Taxes described in respect to such WISCO Contributed Subsidiaries and any rights or obligations existing under any such agreement or arrangement to be no longer enforceable, except to the immediately preceding sentenceextent reflected on the Final Working Capital Statement. (b) All real After the Closing Date, the Company will cause appropriate Employees of the WISCO Contributed Subsidiaries to prepare usual and personal property Taxes imposed on, or levied customary Tax Return packages with respect to, to the Acquired Assets for any Tax Period commencing on or prior to the Closing Date beginning January 1, 1999 and ending on or after the Closing Date (a “Straddle Period”) shall be prorated between Purchaser and Seller as of the end of the Closing Date. The Company will use its commercially reasonable efforts to cause such Tax Return packages to be delivered to CSK on or before March 1, with (a) Seller being liable for such Taxes attributable to 2000, but in any portion of a Straddle Period ending on the Closing Date and (b) Purchaser being liable for such Taxes attributable to any portion of a Straddle Period beginning after the Closing Date. All such prorations shall be allocated so event not later that items relating to the portion of a Straddle Period ending on the Closing Date shall be allocated to Seller based upon the number of days in the Straddle Period ending on the Closing Date and items related to the portion of a Straddle Period beginning after the Closing Date shall be allocated to Purchaser based upon the number of days in the Straddle Period beginning after the Closing Date. For purposes of Section 2.3 (other than Sections 2.3(f)) and 2.4(b)(ii))May 1, all Liabilities for Taxes other than real and personal property Taxes imposed for a Straddle Period shall be determined for the portion of the Straddle Period ending on the Closing Date as if the Closing Date was the last day of the relevant Taxable Period2000. (c) Purchaser shallCSK and G-P agree that the Company will acquire hereunder substantially all of the property used in the WISCO Business and that in connection therewith the Company will employ individuals who immediately before the Closing Date were employed in such trade or business by WISCO or the WISCO Contributed Subsidiaries. Accordingly, within onepursuant to the 45 Alternate Procedure permitted by Rev. Proc. 96-hundred twenty (120) days after 60, 1996-2 C.B. 399, provided that the applicable CSK Party makes available to the Company all necessary payroll records for the calendar year that includes the Closing Date, prepare the Company will furnish a Form W-2 to each Employee employed by the Company who had been employed by the WISCO Business, disclosing all wages and deliver other compensation paid for such calendar year, and Taxes withheld therefrom, and WISCO and the applicable CSK Party will be relieved of the responsibility to Seller for do so. (d) If the Company or any WISCO Contributed Subsidiary receives a refund with respect to Taxes of any WISCO Contributed Subsidiary attributable to a Pre- Closing Period (other than a Tax refund accrued as an asset on the Final Working Capital Statement) or a refund of Taxes accrued as a liability on the Final Working Capital Statement, the Company shall pay, within the thirty (30) days following the receipt of such Tax refund, the amount of such Tax refund (reduced by the amount of any Taxes it incurs or will incur as a result of its consent accrual or receipt of such refund or any interest thereon), to CSK. If CSK receives a Tax refund with respect to Taxes of any WISCO Contributed Subsidiary attributable to any Post-Closing Period or any Tax refund accrued as an asset on the Final Working Capital Statement, CSK will pay, within thirty (which consent shall not be unreasonably withheld30) days following the receipt of such refund, delayed the amount of such Tax refund (reduced by the amount of any Taxes it incurs or conditioned) will incur as a schedule allocating the Purchase Price and result of its accrual or receipt of such refund or any other item of consideration, including Assumed Liabilitiesinterest thereon), to the extent properly taken into account for U.S. tax purposes, among the Acquired Assets in accordance with Section 1060 of the Code (such schedule, the “Allocation Schedule”). If Seller raises any objection to the Allocation Schedule within twenty (20) days of the receipt thereof, Purchaser and Seller will negotiate in good faith to resolve such objection(s)Company. In the case of any adjustment to the Purchase Price or any other items of consideration requiring an amendment to the Allocation Schedule, such amended Allocation Schedule shall be prepared by Purchaser, subject to review by Seller and subject to dispute resolution pursuant to the same procedures set forth in this Section 11.1(c) applicable to the initial Allocation Schedule. Purchaser and Seller shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule as finally agreed upon, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Body or any other proceeding); provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation Schedule, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the contents of the Allocation Schedule. Purchaser and Seller shall cooperate in the filing of any forms (including IRS Form 8594 under Section 1060 of the Code) refund with respect to Taxes of a WISCO Contributed Subsidiary attributable to a Straddle Period, the contents Tax refund shall be apportioned between Pre-Closing Periods and Post-Closing Periods in accordance with the principles of the Allocation Schedule, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price. If and Section 8.1(c) hereof; provided that to the extent the parties are unable to agree any Tax refund for a Straddle Period was accrued on the contents Final Working Capital Statement, such refund shall be for the account of the Allocation Schedule, the parties shall retain a mutually agreed-upon accounting firm of national repute to resolve such dispute. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 11.1(c) shall survive the Closing without limitationCompany.

Additional Tax Matters. (ai) Any sales, use, transfer, deed, fixed asset, stamp, documentary stamp or other similar type Taxes The Buyer shall cause the Target (at Sellers' sole and recording charges (each, a “Transfer Tax”reasonable cost and expense) which may be payable by reason of to file with the acquisition of the Acquired Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by Seller. Purchaser and Seller shall cooperate to prepare and timely file any appropriate governmental authorities all Tax Returns required to be filed by it for any taxable period ending prior to January 1, 1997 and Sellers shall remit any Taxes due in respect of such Tax Returns (but only to the extent such Taxes are in excess of the reserve, if any, for such Tax liability as set forth in the Financial Statements and the Most Recent Financial Statements). In addition, Sellers shall cause (at Buyer's sole and reasonable cost and expense) Target to prepare a short period tax return for the Target covering the period January 1, 1997 through the Closing Date. Buyer agrees to cooperate fully with Sellers and Target in connection with Transfer Taxes described in the immediately preceding sentencetherewith. (bii) All real The Buyer agrees that, unless required by law, it will not amend any Tax Return filed by Target for a tax year that ends prior to the Closing Date without the consent of the Requisite Sellers, which consent will not be unreasonably withheld; and personal property provided further that any refunds of Taxes imposed on, or levied received in connection any amendments of such returns promptly will be paid to Sellers and the Shareholders in accordance with respect to, the Acquired Assets their Allocable Portions; Buyer agrees that at Requisite Seller's request (and at Sellers' sole and reasonable cost and expense) it shall cause Target to file amended returns for any tax period that ends prior to the Closing Date so long as such amendments are in accordance with applicable law. (iii) Buyer and the Sellers recognize that each of them will need access, from time to time, after the Closing Date, to certain accounting and Tax Period commencing records and information held by the Buyer and/or the Target to the extent such records and information pertain to events occurring on or prior to the Closing Date Date; therefore, Buyer agrees to cause the Target to (A) use its best efforts to properly retain and ending on or after maintain such records for period of six (6) years from the date the Tax Returns for the year in which the Closing Date (a “Straddle Period”) shall be prorated between Purchaser and Seller as occurs are filed or until the expiration of the end statute of limitations that applies to the Tax Return in question (i.e., including Tax Returns for years preceding the year in which the Closing Dateoccurs), with (a) Seller being liable for such Taxes attributable to any portion of a Straddle Period ending on the Closing Date whichever is later, and (bB) Purchaser being liable for such Taxes attributable to any portion of a Straddle Period beginning after allow the Closing Date. All such prorations shall be allocated so that items relating Sellers and their agents and representatives at times and dates mutually acceptable to the portion of a Straddle Period ending on the Closing Date shall be allocated to Seller based upon the number of days in the Straddle Period ending on the Closing Date Buyer and items related to the portion of a Straddle Period beginning after the Closing Date shall be allocated to Purchaser based upon the number of days in the Straddle Period beginning after the Closing Date. For purposes of Section 2.3 (other than Sections 2.3(f)) and 2.4(b)(ii)), all Liabilities for Taxes other than real and personal property Taxes imposed for a Straddle Period shall be determined for the portion of the Straddle Period ending on the Closing Date as if the Closing Date was the last day of the relevant Taxable Period. (c) Purchaser shall, within one-hundred twenty (120) days after the Closing Date, prepare and deliver to Seller for its consent (which consent shall not be unreasonably withheld, delayed or conditioned) a schedule allocating the Purchase Price and any other item of consideration, including Assumed LiabilitiesSellers, to the extent properly taken into account for U.S. tax purposesinspect, among the Acquired Assets in accordance with Section 1060 review and make copies of the Code (such schedule, the “Allocation Schedule”). If Seller raises any objection records as such other party may deem necessary or appropriate from time to the Allocation Schedule within twenty (20) days of the receipt thereof, Purchaser and Seller will negotiate in good faith to resolve such objection(s). In the case of any adjustment to the Purchase Price or any other items of consideration requiring an amendment to the Allocation Scheduletime, such amended Allocation Schedule shall activities to be prepared by Purchaser, subject to review by Seller conducted during normal business hours and subject to dispute resolution pursuant to at the same procedures set forth in this Section 11.1(c) applicable to the initial Allocation Schedule. Purchaser and Seller shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule as finally agreed upon, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Body or any other proceeding); provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation Schedule, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the contents of the Allocation Schedule. Purchaser and Seller shall cooperate in the filing of any forms (including IRS Form 8594 under Section 1060 of the Code) with respect to the contents of the Allocation Schedule, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price. If and to the extent the parties are unable to agree on the contents of the Allocation Schedule, the parties shall retain a mutually agreed-upon accounting firm of national repute to resolve such dispute. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 11.1(c) shall survive the Closing without limitationParty's expense.

Additional Tax Matters. (a) Any sales, use, transfer, deed, fixed asset, stamp, documentary stamp or other similar type Taxes and recording charges For any taxable period that includes (each, a “Transfer Tax”but does not end on) which may be payable by reason of the acquisition of the Acquired Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by Seller. Purchaser and Seller shall cooperate to prepare and timely file any Tax Returns required to be filed in connection with Transfer Taxes described in the immediately preceding sentence. (b) All real and personal property Taxes imposed on, or levied with respect to, the Acquired Assets for any Tax Period commencing on or prior to the Closing Date and ending on or after the Closing Date (a “Straddle Period”), (i) shall in the case of Taxes based on net or gross income, receipts or payroll, the amount of any Taxes for the Pre-Closing Tax Period will be prorated between Purchaser and Seller determined based on an interim closing of the books as of the end close of business on the Closing Date, with (aii) Seller being liable in the case of Taxes based on a specific event or transaction, the amount of any Taxes for the Pre-Closing Tax Period will be determined based on the actual date of such event or transaction, and (iii) the amount of other Taxes attributable to any portion of for a Straddle Period that relate to the Pre-Closing Tax Period will be deemed by Buyer to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and (b) Purchaser being liable for such Taxes attributable to any portion the denominator of a Straddle Period beginning after the Closing Date. All such prorations shall be allocated so that items relating to the portion of a Straddle Period ending on the Closing Date shall be allocated to Seller based upon which is the number of days in the Straddle Period. Taxes in the form of interest or penalties that relate to Taxes for any Pre-Closing Tax Period ending on the Closing Date and items related to the (or portion of a Straddle Period beginning after the Closing Date shall be allocated to Purchaser based upon the number of days in the Straddle Period beginning after the Closing Date. For purposes of Section 2.3 (other than Sections 2.3(f)) and 2.4(b)(ii)), all Liabilities for Taxes other than real and personal property Taxes imposed for a Straddle Period shall be determined for the portion of the any Straddle Period ending on the Closing Date Date) will be treated as if occurring in a Pre-Closing Tax Period, whether such items are incurred, accrued, assessed, or similarly charged on before or after the Closing Date was the last day of the relevant Taxable PeriodDate. (b) Any transfer, documentary, sales, use, stamp, registration, value added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement will be borne and paid one-half by Seller and one-half by Buyer when due. (c) Purchaser shallSeller and Buyer and their respective Affiliates will provide each other with such cooperation and information as they reasonably may request in filing any Tax Return, within one-hundred twenty amended Tax Return, or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information will include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, and documents relating to rulings or other determinations by taxing authorities. (120d) days after Seller shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company relating to state or federal income Tax for any Tax period ending on or prior to the Closing Date. Such Tax Returns shall be prepared in accordance with applicable Law and consistent with past practice. Buyer shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns of the Company, prepare including for any Straddle Period. To the extent related to a Pre-Closing Tax Period, any Tax Return of the Company prepared or caused to be prepared or filed or caused be filed by Buyer shall be (i) prepared in accordance with applicable Law and deliver consistent with past practice, (ii) provided to the Seller at least thirty (30) days prior to the filing of such Tax Return and (iii) subject to the review and approval of the Seller, which approval shall not be unreasonably withheld, conditioned or delayed. (e) Buyer shall not (and shall not cause or permit the Company to) (i) amend any Tax Return of the Company with respect to any Pre-Closing Tax Period or enter into any voluntary disclosure agreement, engage in any voluntary compliance procedures or make any other similar voluntary contact with any taxing authority with respect to any Tax Return of the Company 37 for its any Pre-Closing Tax Period, (ii) consent to the extension or waiver of the limitations period applicable to any Tax claim or assessment with respect to the Company for any Pre-Closing Tax Period, or (iii) make any Tax election with respect to the Company with respect to any Pre-Closing Tax Period except as contemplated by this Agreement, in each case without the prior written consent of Seller, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. (f) After the Closing, Seller may not contest any non-income Taxes relating to the Company, whether for a schedule allocating Pre-Closing Tax Period or otherwise, without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to this contrary in this Agreement, Seller shall have the Purchase Price sole right to contest any income Taxes relating to the Company and control any Tax contest, audit or other item of considerationproceeding relating thereto, including Assumed Liabilities, to the extent properly taken into account for U.S. tax purposes, among the Acquired Assets in accordance with Section 1060 of the Code (such schedule, the “Allocation Schedule”). If Seller raises any objection to the Allocation Schedule within twenty (20) days of the receipt thereof, Purchaser and Seller will negotiate in good faith to resolve such objection(s). In the case of any adjustment to the Purchase Price or any other items of consideration requiring an amendment to the Allocation Schedule, such amended Allocation Schedule shall be prepared by Purchaser, subject to review by Seller and subject to dispute resolution pursuant to the same procedures set forth in this Section 11.1(c) applicable to the initial Allocation Schedule. Purchaser and Seller shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule as finally agreed upon, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Body or any other proceeding); provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation Schedule, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the contents of the Allocation Schedule. Purchaser and Seller shall cooperate in the filing of any forms (including IRS Form 8594 under Section 1060 of the Code) Contest with respect to the contents affiliated group of which the Allocation Schedule, including Company is or was a member prior to the Closing. (g) Each of Buyer and the Company may deduct and withhold from any amendments consideration otherwise payable to such forms required pursuant to any Person under this Agreement any amounts that Buyer or the Company is required to deduct and withhold with respect to the making of such payment under the Code or any adjustment applicable Law relating to Taxes. To the extent such amounts are so withheld and paid over to or deposited with the relevant Governmental Authority by Buyer or the Company, those withheld amounts will be treated for all purposes of this Agreement as having been paid to the Purchase Price. If applicable Person in respect to which the deduction and to the extent the parties are unable to agree on the contents of the Allocation Schedule, the parties shall retain a mutually agreed-upon accounting firm of national repute to resolve such dispute. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 11.1(c) shall survive the Closing without limitationwithholding was made.

Additional Tax Matters. ‌ (a) Any sales, use, transfer, deed, fixed asset, stamp, documentary stamp or other similar type Taxes and recording charges (each, a “Transfer Tax”) which may be payable by reason of the acquisition of the Acquired Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by Seller. Purchaser and Seller shall cooperate to prepare and timely file any Tax Returns required to be filed in connection with Transfer Taxes described in the immediately preceding sentence.sentence.‌ (b) All real and personal property Taxes imposed on, or levied with respect to, the Acquired Assets for any Tax Period commencing on or prior to the Closing Date and ending on or after the Closing Date (a “Straddle Period”) shall be prorated between Purchaser and Seller as of the end of the Closing Date, with (a) Seller being liable for such Taxes attributable to any portion of a Straddle Period ending on the Closing Date and (b) Purchaser being liable for such Taxes attributable to any portion of a Straddle Period beginning after the Closing Date. All such prorations shall be allocated so that items relating to the portion of a Straddle Period ending on the Closing Date shall be allocated to Seller based upon the number of days in the Straddle Period ending on the Closing Date and items related to the portion of a Straddle Period beginning after the Closing Date shall be allocated to Purchaser based upon the number of days in the Straddle Period beginning after the Closing Date. For purposes of Section 2.3 (other than Sections 2.3(f)) and 2.4(b)(ii)), all Liabilities for Taxes other than real and personal property Taxes imposed for a Straddle Period shall be determined for the portion of the Straddle Period ending on the Closing Date as if the Closing Date was the last day of the relevant Taxable Period. (c) Purchaser shall, within one-hundred twenty (120) days after the Closing Date, prepare and deliver to Seller for its consent (which consent shall not be unreasonably withheld, delayed or conditioned) a schedule allocating the Purchase Price and any other item of consideration, including Assumed Liabilities, to the extent properly taken into account for U.S. tax purposes, among the Acquired Assets in accordance with Section 1060 of the Code (such schedule, the “Allocation Schedule”). If Seller raises any objection to the Allocation Schedule within twenty (20) days of the receipt thereof, Purchaser and Seller will negotiate in good faith to resolve such objection(s). In the case of any adjustment to the Purchase Price or any other items of consideration requiring an amendment to the Allocation Schedule, such amended Allocation Schedule shall be prepared by Purchaser, subject to review by Seller and subject to dispute resolution pursuant to the same procedures set forth in this Section 11.1(c) applicable to the initial Allocation Schedule. Purchaser and Seller shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule as finally agreed upon, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Body or any other proceeding); provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation Schedule, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the contents of the Allocation Schedule. Purchaser and Seller shall cooperate in the filing of any forms (including IRS Form 8594 under Section 1060 of the Code) with respect to the contents of the Allocation Schedule, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price. If and to the extent the parties are unable to agree on the contents of the Allocation Schedule, the parties shall retain a mutually agreed-upon accounting firm of national repute to resolve such dispute. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 11.1(c) shall survive the Closing without limitation.

Additional Tax Matters. (a) Any sales, use, transfer, deed, fixed asset, stamp, documentary stamp or other similar type Taxes and recording charges For any taxable period that includes (each, a “Transfer Tax”but does not end on) which may be payable by reason of the acquisition of the Acquired Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by Seller. Purchaser and Seller shall cooperate to prepare and timely file any Tax Returns required to be filed in connection with Transfer Taxes described in the immediately preceding sentence. (b) All real and personal property Taxes imposed on, or levied with respect to, the Acquired Assets for any Tax Period commencing on or prior to the Closing Date and ending on or after the Closing Date (a “Straddle Period”), (i) shall in the case of Taxes based on net or gross income, receipts or payroll, the amount of any Taxes for the Pre-Closing Tax Period will be prorated between Purchaser and Seller determined based on an interim closing of the books as of the end close of business on the Closing Date, with (aii) Seller being liable in the case of Taxes based on a specific event or transaction, the amount of any Taxes for the Pre-Closing Tax Period will be determined based on the actual date of such event or transaction, and (iii) the amount of other Taxes attributable to any portion of for a Straddle Period that relate to the Pre-Closing Tax Period will be deemed by Buyer to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and (b) Purchaser being liable for such Taxes attributable to any portion the denominator of a Straddle Period beginning after the Closing Date. All such prorations shall be allocated so that items relating to the portion of a Straddle Period ending on the Closing Date shall be allocated to Seller based upon which is the number of days in the Straddle Period. Taxes in the form of interest or penalties that relate to Taxes for any Pre-Closing Tax Period ending on the Closing Date and items related to the (or portion of a Straddle Period beginning after the Closing Date shall be allocated to Purchaser based upon the number of days in the Straddle Period beginning after the Closing Date. For purposes of Section 2.3 (other than Sections 2.3(f)) and 2.4(b)(ii)), all Liabilities for Taxes other than real and personal property Taxes imposed for a Straddle Period shall be determined for the portion of the any Straddle Period ending on the Closing Date Date) will be treated as if occurring in a Pre-Closing Tax Period, whether such items are incurred, accrued, assessed, or similarly charged on before or after the Closing Date was the last day of the relevant Taxable PeriodDate. (b) Any transfer, documentary, sales, use, stamp, registration, value added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement will be borne and paid one-half by Seller and one-half by Buyer when due. (c) Purchaser shallSeller and Buyer and their respective Affiliates will provide each other with such cooperation and information as they reasonably may request in filing any Tax Return, within one-hundred twenty amended Tax Return, or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information will include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, and documents relating to rulings or other determinations by taxing authorities. (120d) days after Seller shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company relating to state or federal income Tax for any Tax period ending on or prior to the Closing Date. Such Tax Returns shall be prepared in accordance with applicable Law and consistent with past practice. Buyer shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns of the Company, prepare including for any Straddle Period. To the extent related to a Pre-Closing Tax Period, any Tax Return of the Company prepared or caused to be prepared or filed or caused be filed by Buyer shall be (i) prepared in accordance with applicable Law and deliver consistent with past practice, (ii) provided to the Seller at least thirty (30) days prior to the filing of such Tax Return and (iii) subject to the review and approval of the Seller, which approval shall not be unreasonably withheld, conditioned or delayed. (e) Buyer shall not (and shall not cause or permit the Company to) (i) amend any Tax Return of the Company with respect to any Pre-Closing Tax Period or enter into any voluntary disclosure agreement, engage in any voluntary compliance procedures or make any other similar voluntary contact with any taxing authority with respect to any Tax Return of the Company for its any Pre-Closing Tax Period, (ii) consent to the extension or waiver of the limitations period applicable to any Tax claim or assessment with respect to the Company for any Pre-Closing Tax Period, or (iii) make any Tax election with respect to the Company with respect to any Pre-Closing Tax Period except as contemplated by this Agreement, in each case without the prior written consent of Seller, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. (f) After the Closing, Seller may not contest any non-income Taxes relating to the Company, whether for a schedule allocating Pre-Closing Tax Period or otherwise, without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to this contrary in this Agreement, Seller shall have the Purchase Price sole right to contest any income Taxes relating to the Company and control any Tax contest, audit or other item of considerationproceeding relating thereto, including Assumed Liabilities, to the extent properly taken into account for U.S. tax purposes, among the Acquired Assets in accordance with Section 1060 of the Code (such schedule, the “Allocation Schedule”). If Seller raises any objection to the Allocation Schedule within twenty (20) days of the receipt thereof, Purchaser and Seller will negotiate in good faith to resolve such objection(s). In the case of any adjustment to the Purchase Price or any other items of consideration requiring an amendment to the Allocation Schedule, such amended Allocation Schedule shall be prepared by Purchaser, subject to review by Seller and subject to dispute resolution pursuant to the same procedures set forth in this Section 11.1(c) applicable to the initial Allocation Schedule. Purchaser and Seller shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule as finally agreed upon, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Body or any other proceeding); provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation Schedule, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the contents of the Allocation Schedule. Purchaser and Seller shall cooperate in the filing of any forms (including IRS Form 8594 under Section 1060 of the Code) Contest with respect to the contents affiliated group of which the Allocation Schedule, including Company is or was a member prior to the Closing. (g) Each of Buyer and the Company may deduct and withhold from any amendments consideration otherwise payable to such forms required pursuant to any Person under this Agreement any amounts that Buyer or the Company is required to deduct and withhold with respect to the making of such payment under the Code or any adjustment applicable Law relating to Taxes. To the extent such amounts are so withheld and paid over to or deposited with the relevant Governmental Authority by Buyer or the Company, those withheld amounts will be treated for all purposes of this Agreement as having been paid to the Purchase Price. If applicable Person in respect to which the deduction and to the extent the parties are unable to agree on the contents of the Allocation Schedule, the parties shall retain a mutually agreed-upon accounting firm of national repute to resolve such dispute. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 11.1(c) shall survive the Closing without limitationwithholding was made.

Additional Tax Matters. (ai) Any salesAll net income Taxes, usefranchise Taxes, transferbusiness privilege taxes, deedand similar Taxes shall be borne by the Party primarily obligated for such Taxes under applicable law (excluding, fixed assetfor the avoidance of doubt, stamp, documentary stamp or other similar type Taxes and recording charges (each, a “Transfer Tax”) which may be payable by reason any liability of the acquisition of Buyer as a transferee or successor). Taxes with respect to the Sellers’ operations or the Acquired Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by Seller. Purchaser and Seller shall cooperate to prepare and timely file any Tax Returns required to be filed in connection with Transfer Taxes not described in the immediately preceding sentence. (b) All real and personal property Taxes imposed on, or levied with respect to, sentence shall be the Acquired Assets for any responsibility of the Sellers if allocable to a Pre-Closing Tax Period commencing on or prior to the Closing Date and ending on or after the Closing Date (a “Straddle Period”) shall be prorated between Purchaser and Seller as the responsibility of the end of Buyer if allocable to a Post-Closing Tax Period or the Closing Date, with (a) Seller being liable for such Taxes attributable to any portion of a Straddle Period ending on the Closing Date and (b) Purchaser being liable for such Taxes attributable to any portion of a Straddle Period beginning after the Closing Date. All such prorations shall be allocated so that items relating to . (ii) For purposes of this Agreement, the portion of any real property, personal property or any other similar ad valorem Taxes (excluding, for the avoidance of doubt, a franchise or business privilege Tax measured by property) with respect to the Sellers’ operations or the Acquired Assets that are attributable to any Straddle Period ending on will be apportioned between the pre-Closing Date shall and post-Closing portions of such Straddle Period in accordance with this Section 7(o)(ii). The portion of such Tax that is allocable to the pre-Closing portion of the Straddle Period will be allocated deemed to Seller based upon be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on the Closing Date and items related to the portion of a Straddle Period beginning after the Closing Date shall be allocated to Purchaser based upon the number of days in the Straddle Period beginning after the Closing Date. For purposes of Section 2.3 (other than Sections 2.3(f)) and 2.4(b)(ii)), all Liabilities for Taxes other than real and personal property Taxes imposed for a Straddle Period shall be determined for the portion of the Straddle Period ending on the Closing Date as if and denominator of which is the number of days in the Straddle Period. The portion of Tax allocable to the portion of the Straddle Period after the Closing Date was the last day of the relevant Taxable Period. (c) Purchaser shall, within one-hundred twenty (120) days after the Closing Date, prepare and deliver to Seller for its consent (which consent shall not will be unreasonably withheld, delayed or conditioned) calculated in a schedule allocating the Purchase Price and any other item of consideration, including Assumed Liabilities, to the extent properly taken into account for U.S. tax purposes, among the Acquired Assets in accordance with Section 1060 of the Code (such schedule, the “Allocation Schedule”). If Seller raises any objection to the Allocation Schedule within twenty (20) days of the receipt thereof, Purchaser and Seller will negotiate in good faith to resolve such objection(s)corresponding manner. In the case of any adjustment other Taxes, the amount allocable to each portion of the Straddle Period shall be determined as if the taxable period ended on the Closing Date. (iii) The Buyer and the Sellers shall, if and for so long as they are able to do so, furnish or cause to be furnished to each other, as promptly as practicable upon request from the other, such information and assistance in its possession or in the possession of its third party tax advisers relating to the Purchase Price or any other items of consideration requiring an amendment to Acquired Assets and the Allocation Schedule, such amended Allocation Schedule shall be prepared by Purchaser, subject to review by Seller Assumed Liabilities as is reasonably necessary for the preparation and subject to dispute resolution pursuant to the same procedures set forth in this Section 11.1(c) applicable to the initial Allocation Schedule. Purchaser and Seller shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule as finally agreed upon, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Body or any other proceeding); provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation Schedule, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the contents of the Allocation Schedule. Purchaser and Seller shall cooperate in the filing of any forms Tax Return, or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters. (including IRS Form 8594 under Section 1060 iv) Unless otherwise required by law, Buyer and Sellers agree to treat the purchase and sale of the Code) Acquired Assets as taxable purchase of assets for U.S. federal, state, and local income tax purposes and agree to report all taxable items with respect to the contents purchase and sale of the Allocation Schedule, including any amendments to Acquired Assets on their respective tax returns consistent with such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price. If and to the extent the parties are unable to agree on the contents of the Allocation Schedule, the parties shall retain a mutually agreed-upon accounting firm of national repute to resolve such dispute. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 11.1(c) shall survive the Closing without limitationtreatment.