Common use of Additional Tax Matters Clause in Contracts

Additional Tax Matters. (a) Prior to the Closing Date, the Company shall engage Ernst & Young (or other accounting firm of national standing reasonably acceptable to Buyer) to prepare all federal, state and local income Tax Returns with respect to all periods ending on or before the Effective Date (“Pre-Closing Tax Periods”) that have not been filed as of the Closing Date. Such Tax Returns shall be prepared in a manner consistent with prior practice except as otherwise required by applicable law, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and periods ending after the Closing Date. The Company shall deliver a draft of any such Tax Return to Parent for Parent’s review and comment at least 15 days prior to the due date for the filing of such Tax Return (or if earlier, 15 days prior to the filing date thereof). Buyer, the Company and Parent shall cooperate to resolve any disagreement they may have regarding whether such Tax Return has been prepared in accordance with the prior practice of the Company (or, where no past practice has been established for an item, whether such item has been reported in a manner better supported by applicable law than any other manner). The Parent’s consent shall not be required for the Company to file the Tax Return (or for Buyer to cause the Tax Return to be filed) as Buyer deems appropriate, but if the Parent delivers a written statement to Buyer no more than 10 days after receiving a Tax Return for review and comment, which written statement sets forth the Parent’s objections to the Tax Return as proposed to be filed by the Company and Buyer, the Parent and the Buyer shall (following the filing of such Tax Return as prepared (or as caused to be prepared) by the Buyer) submit the dispute over the items specified in such written statement to the Independent Accountants. The Parent and the Buyer shall use their commercially reasonable efforts to cause the Independent Accountants to resolve such disputed items as soon as practicable, subject to the standard that items for which a past practice has been established by the Company shall be determined in accordance with such past practice except as otherwise required by applicable law and that all other items shall be determined in a manner better supported by applicable law than any other manner. If the Independent Accountants determines that one or more disputed items should have been determined (based on the standard set forth in the immediately preceding sentence) in a manner different from the manner in which such item or items were reported on the Tax Return as actually filed, then the amount of Tax liabilities and Tax assets to be reflected in the Closing Statement Review shall be determined with reference to the amounts that would have been reflected on such Tax Return had such Tax Return been prepared and filed in accordance with the Independent Accountants’ determination, as opposed to the amounts reflected on such Tax Return as actually prepared and filed. The resolution of any dispute by the Independent Accountants pursuant to this Section 6.5(a) shall be final, binding and non-appealable on the parties hereto. The fees and expenses of the Independent Accountants shall be shared 50% by Buyer and Global, jointly and severally, and 50% by Parent. The Company shall, and Buyer shall cause the Company, to pay all Taxes shown as due on any Tax Return filed pursuant to this Section 6.5(a).

Additional Tax Matters. (ai) Prior to Seller shall be responsible for the Closing Date, the Company shall engage Ernst & Young (or other accounting firm preparation and filing of national standing reasonably acceptable to Buyer) to prepare all federal, state and local Seller's federal consolidated income Tax Returns with respect to all periods ending Pre-Closing Periods, which shall include Mercer, and for the payment of all federal income Taxes with respect to such returns. (ii) Seller shall be responsible for the preparation and filing of all state and local Tax Returns of Mercer that are required to be filed on or before the Effective Date (“Pre-Closing Tax Periods”) that have not been filed as of the Closing Date. , and for the payment of all Taxes with respect to such Tax Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) Such Tax Returns shall be prepared in a manner consistent with prior practice except as otherwise required by applicable lawpractice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and periods ending Post-Closing Tax Periods. (iii) Buyer shall be responsible for the preparation and filing of all state and local Tax Returns of Mercer that relate to a Pre-Closing Tax Period and that are required to be filed after the Closing Date. The Company Seller shall deliver a draft pay Buyer, in immediately available funds, any Taxes that are required to be paid with such Tax Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) (iv) Buyer shall be responsible for the preparation and filing of all Straddle Period Tax Returns with respect to Mercer, and for the payment of all Taxes with respect to such returns. Seller shall reimburse Buyer, in immediately available funds, for the portion of any such Tax Return relating to Parent for Parent’s review and comment at least 15 days prior to the due date for the filing of such Tax Return (or if earliera Straddle Period that is allocable, 15 days prior to the filing date thereof). Buyer, the Company and Parent shall cooperate to resolve any disagreement they may have regarding whether such Tax Return has been prepared in accordance with the prior practice of the Company paragraph (orvii) below, where no past practice has been established for an item, whether such item has been reported in a manner better supported by applicable law than any other manner). The Parent’s consent shall not be required for the Company to file the Tax Return (or for Buyer to cause the Tax Return to be filed) as Buyer deems appropriate, but if the Parent delivers a written statement to Buyer no more than 10 days after receiving a Tax Return for review and comment, which written statement sets forth the Parent’s objections to the Tax Return as proposed to be filed by the Company and Buyer, the Parent and the Buyer shall (following the filing pre-Closing portion of such Tax Return Straddle Period (less the portion of such Taxes that are specifically accrued as prepared (or as caused to be prepared) by the Buyer) submit the dispute over the items specified in such written statement to the Independent Accountants. The Parent and the Buyer shall use their commercially reasonable efforts to cause the Independent Accountants to resolve such disputed items as soon as practicable, subject to the standard that items for which a past practice has been established by the Company shall be determined in accordance with such past practice except as otherwise required by applicable law and that all other items shall be determined in a manner better supported by applicable law than any other manner. If the Independent Accountants determines that one or more disputed items should have been determined (based current taxes on the standard set forth in the immediately preceding sentence) in a manner different from the manner in which such item or items were reported on the Tax Return as actually filed, then the amount of Tax liabilities and Tax assets to be reflected in the Closing Statement Review shall be determined with reference to the amounts that would have been reflected on such Tax Return had such Tax Return been prepared and filed in accordance with the Independent Accountants’ determination, as opposed to the amounts reflected on such Tax Return as actually prepared and filed. The resolution of any dispute by the Independent Accountants pursuant to this Section 6.5(a) shall be final, binding and non-appealable on the parties hereto. The fees and expenses of the Independent Accountants shall be shared 50% by Buyer and Global, jointly and severally, and 50% by Parent. The Company shall, and Buyer shall cause the Company, to pay all Taxes shown as due on any Tax Return filed pursuant to this Section 6.5(aMost Recent Financial Statements.).

Additional Tax Matters. (ai) Prior to The Seller shall be responsible for the Closing Date, preparation and filing of all of the Company shall engage Ernst & Young (or other accounting firm of national standing reasonably acceptable to Buyer) to prepare all federal, state and local Seller's federal consolidated income Tax Returns with respect to all periods ending on or before the Effective Date (“Pre-Closing Tax Periods”, which shall include Imperial, and for the payment of all federal income Taxes with respect to such Tax Returns. (ii) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns ("XXX Tax Returns") of Imperial for Pre-Closing Tax Periods that have not been are required to be filed as of on or before the Closing Date, and for the payment of all Taxes with respect to such XXX Tax Returns. Such XXX Tax Returns shall be prepared in a manner consistent with prior practice except as otherwise required by applicable lawpractice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and periods ending after Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered to the Closing Date. The Company shall deliver a draft of any such Tax Return to Parent Buyer for Parent’s review and comment thereon at least 15 fifteen (15) days prior to the due date for their filing Tax Returns relating solely to Pre-Closing Tax Periods that have not been filed on or prior to the filing Closing Date and which are required by applicable law to be signed and filed by the Buyer, provided that the provisions of this paragraph (iii) shall not apply to any XXX Tax Returns (other than those to be filed in the States of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectively, the "Applicable XXX Tax Returns"), which Applicable XXX Tax Returns shall be subject to the provisions of paragraph (xiii) hereof. The Buyer and the Seller agree to consult and resolve in good faith any issues arising as a result of the review of such Tax Return (or if earlier, 15 days Returns by the Buyer prior to the filing date thereof). Buyer, the Company and Parent shall cooperate to resolve any disagreement they may have regarding whether such Tax Return has been prepared in accordance with the prior practice of the Company (or, where no past practice has been established for an item, whether such item has been reported in a manner better supported by applicable law than any other manner). The Parent’s consent shall not be required for the Company to file the Tax Return (or for Buyer to cause the Tax Return to be filed) as Buyer deems appropriate, but if the Parent delivers a written statement to Buyer no more than 10 days after receiving a Tax Return for review and comment, which written statement sets forth the Parent’s objections to the Tax Return as proposed to be filed by the Company and Buyer, the Parent and the Buyer shall (following the filing of such Tax Return as prepared (or as caused to be prepared) by the Buyer) submit the dispute over the items specified in such written statement to the Independent Accountants. The Parent and the Buyer shall use their commercially reasonable efforts to cause the Independent Accountants to resolve such disputed items as soon as practicable, subject to the standard that items for which a past practice has been established by the Company shall be determined in accordance with such past practice except as otherwise required by applicable law and that all other items shall be determined in a manner better supported by applicable law than any other manner. If the Independent Accountants determines that one or more disputed items should have been determined (based on the standard set forth in the immediately preceding sentence) in a manner different from the manner in which such item or items were reported on the Tax Return as actually filed, then the amount of Tax liabilities and Tax assets Returns to be reflected in the Closing Statement Review shall be determined with reference to the amounts that would have been reflected on such Tax Return had such Tax Return been prepared and filed in accordance with the Independent Accountants’ determination, as opposed to the amounts reflected on such Tax Return as actually prepared and filed. The resolution of any dispute by the Independent Accountants pursuant to which this Section 6.5(a) shall be final, binding and non-appealable on the parties hereto. The fees and expenses of the Independent Accountants shall be shared 50% by Buyer and Global, jointly and severally, and 50% by Parent. The Company shall, and Buyer shall cause the Company, to pay all Taxes shown as due on any Tax Return filed pursuant to this Section 6.5(aparagraph (iii).

Additional Tax Matters. No later than one hundred eighty (a180) Prior to days after the Closing Date, the Company Purchaser shall engage Ernst & Young (or other accounting firm of national standing reasonably acceptable to Buyer) to prepare all federal, state and local income Tax Returns with respect to all periods ending on or before the Effective Date (“Pre-Closing Tax Periods”) that have not been filed as of the Closing Date. Such Tax Returns shall be prepared in a manner consistent with prior practice except as otherwise required by applicable law, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and periods ending after the Closing Date. The Company shall deliver a draft of any such Tax Return to Parent for Parent’s review and comment at least 15 days prior to the due date Motion Companies for the filing each of such Tax Return their consent (or if earlier, 15 days prior to the filing date thereof). Buyer, the Company and Parent shall cooperate to resolve any disagreement they may have regarding whether such Tax Return has been prepared in accordance with the prior practice of the Company (or, where no past practice has been established for an item, whether such item has been reported in a manner better supported by applicable law than any other manner). The Parent’s which consent shall not be unreasonably withheld, delayed or conditioned) a schedule allocating the Purchase Price (and any other items that are required for the Company to file the federal income Tax Return (or for Buyer to cause the Tax Return purposes to be filedtreated as Purchase Price) as Buyer deems appropriateamong the Transferred Assets (such schedule, but if the Parent delivers a written statement to Buyer no more than 10 days after receiving a Tax Return for review and comment, which written statement sets forth “Allocation”). If the Parent’s objections Motion Companies raise any objection to the Allocation within ten (10) Business Days of the receipt thereof, Purchaser and the Motion Companies shall negotiate in good faith to resolve such objection(s). If the Motion Companies do not raise any objection to the Allocation within ten (10) Business Days of the receipt thereof, the Motion Companies shall be deemed to have conclusively accepted the Allocation. If, and to the extent the parties are unable to agree on the Allocation, each of the Motion Companies, on the one hand, and the Purchaser, on the other hand, shall be free to allocate the Purchase Price (and any other items that are required for federal income Tax Return as proposed purposes to be filed treated as Purchase Price) among the Transferred Assets without regard to the allocation of any other party. In the event the parties agree to the Allocation, Purchaser and each Motion Company shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation as finally agreed upon, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Governmental Authority or any other Proceeding) without first giving the Company other party prior written notice; provided, however, that nothing contained herein shall prevent Purchaser or the Motion Companies from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation, and Buyerneither Purchaser nor the Motion Companies shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Allocation. In the event the parties agree to the Allocation, the Parent Purchaser and the Buyer Motion Companies shall (following cooperate in the filing of such Tax Return as prepared any forms (or as caused to be preparedincluding Form 8594 under Section 1060 of the Code) by the Buyer) submit the dispute over the items specified in such written statement with respect to the Independent Accountants. The Parent and the Buyer shall use their commercially reasonable efforts Allocation, including any amendments to cause the Independent Accountants to resolve such disputed items as soon as practicable, subject to the standard that items for which a past practice has been established by the Company shall be determined in accordance with such past practice except as otherwise forms required by applicable law and that all other items shall be determined in a manner better supported by applicable law than any other manner. If the Independent Accountants determines that one or more disputed items should have been determined (based on the standard set forth in the immediately preceding sentence) in a manner different from the manner in which such item or items were reported on the Tax Return as actually filed, then the amount of Tax liabilities and Tax assets to be reflected in the Closing Statement Review shall be determined with reference to the amounts that would have been reflected on such Tax Return had such Tax Return been prepared and filed in accordance with the Independent Accountants’ determination, as opposed to the amounts reflected on such Tax Return as actually prepared and filed. The resolution of any dispute by the Independent Accountants pursuant to this Agreement with respect to any adjustment to the Purchase Price. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 6.5(a8.15 shall survive the Closing until the liquidation and winding up of Motion Companies (but in no event later than sixty (60) shall be final, binding and non-appealable on days after the parties hereto. The fees and expenses expiration of the Independent Accountants shall be shared 50% by Buyer and Global, jointly and severally, and 50% by Parent. The Company shall, and Buyer shall cause the Company, to pay all Taxes shown as due on any Tax Return filed pursuant to this Section 6.5(aapplicable statute of limitations).

Additional Tax Matters. (a) Prior to For so long as the Closing Datetax structure in respect of the Company and its Subsidiaries described in Exhibit J is in effect (the "Initial Structure"), except as approved by a Qualified Vote in accordance with Section 3.08(b), the Company shall engage Ernst & Young be operated so that neither it nor any of its Subsidiaries that is located in a tax haven for purposes of the Mexican income tax law (Ley de Impuestos Sobre la Renta, Titulo 1, Disposiciones Generales, Articulo 5(b) (the "Neutral Provisions") will have any income that gives rise to any Mexican income tax payable by America Movil or any of its Mexican Subsidiaries. In addition, for so long as the Initial Structure is in effect, notwithstanding any other accounting firm provision contained herein, AM Latin America, on behalf of national standing reasonably acceptable itself and America Movil may elect at any time, in its sole discretion to Buyercause the Company and certain of its Subsidiaries to adopt, either the Danish Structure or the Netherlands-Danish Structure, set forth in Exhibit J hereto (the "Alternate Structure") by delivering the Structure Notice (as defined below) to prepare the other Shareholders and the Shareholders shall take all federalnecessary actions to give effect to such election; provided, state and local income Tax Returns with respect to all periods ending on however, if any change or before modification in the Effective Date tax laws of Denmark (“Pre-Closing Tax Periods”) that have not been filed as in the case of the Closing Date. Such Tax Returns shall be prepared Danish Structure) or Denmark or the Netherlands (in a manner consistent with prior practice except as otherwise required by applicable law, and shall utilize accounting methods, elections and conventions that do not have the effect case of distorting the allocation of income or expense between PreNetherlands-Closing Tax Periods and periods ending Danish Structure) takes place after the Closing Date. The Company shall deliver a draft of any such Tax Return to Parent for Parent’s review and comment at least 15 days date hereof but prior to the due date for of the filing Structure Notice which would materially adversely affect the tax position of such Tax Return (or if earlier, 15 days prior to the filing date thereof). Buyer, the Company and Parent shall cooperate to resolve any disagreement they may have regarding whether such Tax Return has been prepared in accordance with the prior practice Veto Shareholder as a Shareholder of the Company (orunder the relevant Alternate Structure, where the Veto Shareholders shall negotiate in good faith to agree to a substitute tax structure, and until such agreement is reached, no past practice Structure Notice may be given that specifies an Alternate Structure based in the tax jurisdiction in which such change or modification has been established occurred; provided, further, that each Shareholder shall be deemed to have agreed to any proposed substitute tax structure under which its net tax obligations are equal to or less than the net tax obligations it would have incurred under the Danish Structure or the Netherlands-Danish Structure absent any such change in law. For purposes of this Section 5.14, "Structure Notice" shall mean a certificate signed by a senior officer of AM Latin America, on behalf of itself and America Movil, stating that implementation of the Alternate Structure specified therein will avoid adverse tax consequences for an item, whether America Movil and its Mexican Subsidiaries. Such Alternate Structure shall be implemented within 30 days following the date of such item has been reported in a manner better supported by applicable law than any other manner)notice or as soon as practicable thereafter. The Parent’s consent shall not be required for the Company to file the Tax Return (or for Buyer to cause the Tax Return to be filed) as Buyer deems appropriatecosts, but if the Parent delivers a written statement to Buyer no more than 10 days after receiving a Tax Return for review expenses and comment, which written statement sets forth the Parent’s objections to the Tax Return as proposed to be filed losses incurred by the Company and Buyer, the Parent and the Buyer or any Shareholder in implementing such Alternate Structure shall (following the filing of such Tax Return as prepared (or as caused to be prepared) borne by the Buyer) submit the dispute over the items specified in such written statement to the Independent Accountants. The Parent and the Buyer shall use their commercially reasonable efforts to cause the Independent Accountants to resolve such disputed items as soon as practicable, subject to the standard that items for which a past practice has been established by the Company shall be determined in accordance with such past practice except as otherwise required by applicable law and that all other items shall be determined in a manner better supported by applicable law than any other manner. If the Independent Accountants determines that one or more disputed items should have been determined (based on the standard set forth in the immediately preceding sentence) in a manner different from the manner in which such item or items were reported on the Tax Return as actually filed, then the amount of Tax liabilities and Tax assets to be reflected in the Closing Statement Review shall be determined with reference to the amounts that would have been reflected on such Tax Return had such Tax Return been prepared and filed in accordance with the Independent Accountants’ determination, as opposed to the amounts reflected on such Tax Return as actually prepared and filed. The resolution of any dispute by the Independent Accountants pursuant to this Section 6.5(a) shall be final, binding and non-appealable on the parties hereto. The fees and expenses of the Independent Accountants shall be shared 50% by Buyer and Global, jointly and severally, and 50% by Parent. The Company shall, and Buyer shall cause the Company, to pay all Taxes shown as due on any Tax Return filed pursuant to this Section 6.5(a).

Additional Tax Matters. (a) Prior to To the Closing Dateextent not otherwise provided in this Agreement, the Company Seller shall engage Ernst & Young (or other accounting firm of national standing reasonably acceptable to Buyer) to prepare be responsible for and shall promptly pay when due all federal, state and local income Tax Returns Property Taxes levied with respect to all periods ending on or before the Effective Date (“Purchased Assets attributable to the Pre-Closing Tax Periods”) that have not been filed as of Period. All Property Taxes levied with respect to the Closing Date. Such Tax Returns Purchased Assets for the Straddle Period shall be prepared apportioned between Buyer and Seller based on the number of days of such Straddle Period included in a manner consistent with prior practice except as otherwise required by applicable law, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods Period and periods ending after the number of days of such Straddle Period included in the Post-Closing DateTax Period. The Company Seller shall deliver a draft be liable for the proportionate amount of any such Tax Return to Parent for Parent’s review and comment at least 15 days prior Property Taxes that is attributable to the due date for the filing of such Pre-Closing Tax Return (or if earlier, 15 days prior to the filing date thereof). Buyer, the Company and Parent shall cooperate to resolve any disagreement they may have regarding whether such Tax Return has been prepared in accordance with the prior practice of the Company (or, where no past practice has been established for an item, whether such item has been reported in a manner better supported by applicable law than any other manner). The Parent’s consent shall not be required for the Company to file the Tax Return (or for Buyer to cause the Tax Return to be filed) as Buyer deems appropriate, but if the Parent delivers a written statement to Buyer no more than 10 days after receiving a Tax Return for review and comment, which written statement sets forth the Parent’s objections to the Tax Return as proposed to be filed by the Company and Buyer, the Parent and the Buyer shall (following the filing of such Tax Return as prepared (or as caused to be prepared) by the Buyer) submit the dispute over the items specified in such written statement to the Independent Accountants. The Parent and the Buyer shall use their commercially reasonable efforts to cause the Independent Accountants to resolve such disputed items as soon as practicable, subject to the standard that items for which a past practice has been established by the Company shall be determined in accordance with such past practice except as otherwise required by applicable law and that all other items shall be determined in a manner better supported by applicable law than any other manner. If the Independent Accountants determines that one or more disputed items should have been determined (based on the standard set forth in the immediately preceding sentence) in a manner different from the manner in which such item or items were reported on the Tax Return as actually filed, then the amount of Tax liabilities and Tax assets to be reflected in the Closing Statement Review shall be determined with reference to the amounts that would have been reflected on such Tax Return had such Tax Return been prepared and filed in accordance with the Independent Accountants’ determination, as opposed to the amounts reflected on such Tax Return as actually prepared and filed. The resolution of any dispute by the Independent Accountants pursuant to this Section 6.5(a) shall be final, binding and non-appealable on the parties hereto. The fees and expenses of the Independent Accountants shall be shared 50% by Buyer and Global, jointly and severally, and 50% by Parent. The Company shallPeriod, and Buyer shall cause be liable for the Companyproportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Buyer or Seller, as applicable, shall present a statement to pay all Taxes shown as due on any Tax Return filed pursuant the other setting forth the amount of reimbursement to which each is entitled under this Section 6.5(a7.5(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. In the event that Buyer or Seller makes any payment for which it is entitled to reimbursement under this Section 7.5(a), the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

Additional Tax Matters. (a) Prior to All payments of any portion of the Closing Date, the Company shall engage Ernst & Young (Purchase Price or other accounting firm amounts payable to Seller (including, for greater certainty, Royalty Payments and Deferred Consideration) in respect of national standing reasonably acceptable this Agreement shall be made without deduction or withholding for any Tax, except as required by applicable Law. To the extent amounts payable to BuyerSeller are subject to withholding or deduction for any Tax pursuant to applicable Law, Purchaser and/or its Affiliates, as applicable, shall (after giving reasonable notice to Seller and cooperating with Seller to obtain any available exemptions or reliefs) be entitled to prepare all federalmake the required withholding. Purchaser agrees that, state under current law, it does not intend to withhold U.S. Tax on any amounts payable under this Agreement, provided that Purchaser has received from Seller a properly completed and local income validly executed IRS Form W-8BEN-E (which has not expired under applicable regulations and/or instructions) certifying as to Seller’s eligibility for the benefits under the Convention Between the United States of America and Canada with Respect to Taxes on Income and on Capital, as amended by protocols, and claiming a zero percent (0%) rate of withholding on any royalties, interest and dividend income. In the event that Purchaser is required to withhold any non-U.S. Tax Returns with respect to all periods ending on or before the Effective Date (“Pre-Closing Tax Periods”) that have not been filed as of the Closing Date. Such Tax Returns shall be prepared in a manner consistent with prior practice except as otherwise required by applicable lawPurchase Price, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and periods ending after the Closing Date. The Company shall deliver a draft of any such Tax Return to Parent for Parent’s review and comment at least 15 days prior to the due date for the filing of such Tax Return (or if earlier, 15 days prior to the filing date thereof). Buyer, the Company and Parent shall cooperate to resolve any disagreement they may have regarding whether such Tax Return has been prepared in accordance with the prior practice of the Company (or, where no past practice has been established for an item, whether such item has been reported in a manner better supported by applicable law than any other manner). The Parent’s consent shall not be required for the Company to file the Tax Return (or for Buyer to cause the Tax Return to be filed) as Buyer deems appropriate, but if the Parent delivers a written statement to Buyer no more than 10 days after receiving a Tax Return for review and comment, which written statement sets forth the Parent’s objections to the Tax Return as proposed to be filed by the Company and Buyer, the Parent and the Buyer shall (following the filing of such Tax Return as prepared (or as caused to be prepared) by the Buyer) submit the dispute over the items specified in such written statement to the Independent Accountants. The Parent and the Buyer shall use their commercially reasonable efforts to cause the Independent Accountants to resolve such disputed items as soon as practicable, subject to the standard that items for which a past practice has been established by the Company shall be determined in accordance with such past practice except as otherwise required by applicable law and that all other items shall be determined in a manner better supported by applicable law than any other manner. If the Independent Accountants determines that one or more disputed items should have been determined (based on the standard set forth in the immediately preceding sentence) in a manner different from the manner in which such item or items were reported on the Tax Return as actually filed, then the amount of Tax liabilities and Tax assets to be reflected in the Closing Statement Review such payment, as applicable, shall be determined with reference increased to the amounts extent necessary to ensure that, after making all required withholdings or deductions, Seller receives an amount equal to the payment that would have been reflected on received had no such withholdings or deductions been required. In the event that Purchaser is required to withhold any non-U.S. Tax Return had with respect to the Royalty Grant, the amount of such Tax Return been prepared and filed in accordance with the Independent Accountants’ determinationpayment, as opposed applicable, shall be increased to the amounts reflected on extent necessary to ensure that, after making all required withholdings or deductions, Seller receives an amount equal to the payment that would have been received had no such Tax Return as actually prepared and filed. The resolution of any dispute by withholdings or deductions been required (such increase, the Independent Accountants pursuant to this Section 6.5(a) “Royalty Gross-Up”); provided that the Royalty Gross-Up shall be final, binding and payable only with respect to amounts payable within twelve (12) months following the date hereof unless the relevant non-appealable on U.S. Tax arises out of (i) a change of legal domicile or tax residence of either Purchaser or KPI that is initiated by Purchaser or KPI for any reason, or (ii) the parties hereto. The fees and expenses establishment of a new office outside Ireland by Purchaser or KPI, in which cases the Independent Accountants Royalty Gross-Up shall be shared 50% by Buyer and Global, jointly and severally, and 50% by Parent. The Company shall, and Buyer shall cause apply to payments made with respect to the Company, to pay all Taxes shown as due on Royalty Grant at any Tax Return filed pursuant to this Section 6.5(a)time.

Additional Tax Matters. To the extent relevant to the Business, the Purchased Assets or the Assumed Liabilities, Seller shall (ai) Prior provide Buyer with such reasonable assistance as may be required in connection with the preparation of any Tax Return and the conduct of any audit or other examination by any Governmental Authority or in connection with judicial or administrative proceedings relating to any liability for Taxes, and (ii) retain and provide Buyer with all records or other information that may be relevant to the preparation of any Tax Returns, or the conduct of any audit or examination, or other proceeding relating to Taxes. In the case of any real or personal property Taxes or any similar ad valorem Taxes attributable to the Purchased Assets or the Business for which Taxes are reported on a Tax Return covering which Taxes are reported on a Tax Return covering a period which commences on or prior to the Closing Date and which ends after the Closing Date, any such Taxes shall be prorated between Seller, on the Company shall engage Ernst & Young (or other accounting firm of national standing reasonably acceptable one hand, and Buyer, on the other, on a per diem basis, with Seller being liable for Taxes relating to Buyer) any period up to prepare all federal, state and local income Tax Returns with respect to all periods ending on or before the Effective Date (“Pre-Closing Tax Periods”) that have not been filed as of including the Closing Date. Such Tax Returns shall be prepared in a manner consistent with prior practice except as otherwise required by applicable law, Date and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and periods ending Buyer being liable for Taxes relating to any period commencing after the Closing Date. The Company shall deliver a draft of party required by applicable Law to pay any such Tax Return to Parent for Parent’s review and comment at least 15 days prior (the “Paying Party”), to the due date extent such payment exceeds the obligation of the Paying Party hereunder, shall provide the other Party (the “Non-Paying Party”) with notice of payment, and within 10 days’ of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the filing Non-Paying Party’s share of such Tax Return (or if earlier, 15 days prior to the filing date thereof)Taxes. Buyer, the Company and Parent shall cooperate to resolve any disagreement they may have regarding whether such Tax Return has been prepared in accordance with the prior practice of the Company (or, where no past practice has been established for an item, whether such item has been reported in a manner better supported The Party required by applicable law than any other manner). The Parent’s consent shall not be required for the Company Law to file the Tax Return (or for Buyer to cause the Tax Return to be filed) as Buyer deems appropriate, but if the Parent delivers a written statement to Buyer no more than 10 days after receiving a Tax Return for review and commentwith respect to Taxes shall do so within the time period prescribed by applicable Law, which written statement sets forth the Parent’s objections to the Tax Return as proposed to be filed by the Company and Buyer, the Parent and the Buyer other Party shall (following the filing of such Tax Return as prepared (or as caused to be prepared) by the Buyer) submit the dispute over the items specified reasonably cooperate in such written statement to the Independent Accountants. The Parent and the Buyer shall use their commercially reasonable efforts to cause the Independent Accountants to resolve such disputed items as soon as practicable, subject to the standard that items for which a past practice has been established by the Company shall be determined in accordance with such past practice except as otherwise required by applicable law and that all other items shall be determined in a manner better supported by applicable law than any other manner. If the Independent Accountants determines that one or more disputed items should have been determined (based on the standard set forth in the immediately preceding sentence) in a manner different from the manner in which such item or items were reported on the Tax Return as actually filed, then the amount of Tax liabilities and Tax assets to be reflected in the Closing Statement Review shall be determined with reference to the amounts that would have been reflected on such Tax Return had such Tax Return been prepared and filed in accordance with the Independent Accountants’ determination, as opposed to the amounts reflected on such Tax Return as actually prepared and filed. The resolution of any dispute by the Independent Accountants pursuant to this Section 6.5(a) shall be final, binding and non-appealable on the parties hereto. The fees and expenses of the Independent Accountants shall be shared 50% by Buyer and Global, jointly and severally, and 50% by Parent. The Company shall, and Buyer shall cause the Company, to pay all Taxes shown as due on any Tax Return filed pursuant to this Section 6.5(a)connection therewith.