Common use of Additional Tax Matters Clause in Contracts

Additional Tax Matters. (i) The Seller shall be responsible for the preparation and filing of all of the Seller's federal consolidated income Tax Returns with respect to all 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 are required to be filed 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, 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 Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered to the Buyer for review and comment thereon at least 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 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 Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iii)

Additional Tax Matters. (i) The Seller Xxxxxx Shareholders will cause the Target (at the Xxxxxx Shareholders' sole cost and expense) to file with the appropriate Governmental Bodies all Tax Returns required to be filed by it for any Pre-Closing Tax Period and will remit any Taxes due in respect of the Tax Returns; provided however, that any withholding, social security, unemployment, disability, or other employee related taxes and any gross receipts taxes, which have arisen regularly in the Ordinary Course of Business with respect to the period before the Closing Date and are not due and payable as of the Closing Date, will be the responsibility of the Parent and the Surviving Corporation. Any Taxes (other than income taxes) due as a result of the transactions contemplated by this Agreement will be the sole responsibility of the Parent, which shall also be responsible for the preparation and filing of all of the Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Tax Periods, which shall include Imperial, and for the payment of all federal income Taxes with respect to such associated Tax Returns. (ii) The Seller . Each Shareholder shall be solely responsible for the preparation and filing of all state and local Tax Returns and payment of Taxes such as income taxes due and owing by him or her as a result of the sale of the Shares. ("XXX ii) The Parent and the Xxxxxx Shareholders recognize that each of them will need access, from time to time, after the Closing Date, to certain accounting and Tax Returns") of Imperial for Pre-Closing Tax Periods that are required records and information concerning the Target held by the Surviving Corporation and/or the Target to be filed the extent the records and information pertain to events occurring on or before the Closing Date; therefore, the Parent agrees to cause the Surviving Corporation to (A) use its best efforts to properly retain and maintain those records for a period of six (6) years from the date the Tax Returns for the year in which the Closing occurs are filed or until the expiration of the 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 occurs), whichever is later, and for (B) allow the payment Xxxxxx Shareholders and their agents and representatives at times and dates mutually acceptable to the Parties, to inspect, review and make copies of those records that the other party may deem necessary or appropriate from time to time, those activities to be conducted during normal business hours and at the other Party's expense. The Parent, the Surviving Corporation and the Xxxxxx Shareholders immediately shall give to one another true and complete copies of all Taxes with respect notices and communications received from the I.R.S. or any other Governmental Body relating to such XXX any Tax Returns. Such XXX or Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Return for any Pre Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by lawPeriod. (iii) The Seller shall have prepared Following the Closing, if and delivered to the Buyer for review extent necessary to qualify or prevent the disqualification of the transaction contemplated hereunder as a tax free reorganization under I.R.C. Sections 368(a)(1)(A) and comment thereon at least 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 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 (collectively368(a)(2)(D), the "Applicable XXX Tax Returns"Parent and Sub will satisfy the Continuity of Business Enterprise requirements as embodied in I.R.S. Reg. ss.1.368-i(d), 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 Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iii).

Additional Tax Matters. (i) The Seller shall be responsible for the preparation and filing of all of the Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Tax Periods, which shall include ImperialMercer, and for the payment of all federal income Taxes with respect to such Tax Returnsreturns. (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 Mercer that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such XXX Tax Returns. Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) Such XXX Tax Returns shall be prepared in a manner consistent with prior practice, 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 Post-Closing Tax Periods, unless required otherwise by law. (iii) The 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. Seller shall have prepared 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 delivered 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 Tax relating to a Straddle Period that is allocable, in accordance with paragraph (vii) below, to the pre-Closing portion of such Straddle Period (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) (v) Buyer shall be responsible for the preparation and filing of all Tax Returns and the payment of all Taxes with respect to Mercer for all Post-Closing Tax Periods (vi) To the extent permitted by law, Seller and Buyer shall use their best efforts to cause any Tax period to close on the Closing Date. (vii) Taxes payable with respect to a Straddle Period shall be allocated to the pre-Closing and post-Closing portions of a Straddle Period on the basis of a closing of the books as of the Closing Date or any other method agreed upon by Buyer and Seller, except that Taxes imposed on a periodic basis, such as real and personal property Taxes, shall be prorated based on the number of days before and after the Closing Date. (viii) Seller shall pay any stock transfer taxes due as a result of the sale of the Shares to Buyer pursuant to the transactions contemplated by this Agreement. (ix) At Buyer's request, Seller shall join Buyer in making elections under Section 338(g) and Section 338(h)(10) of the Code and any state, local and foreign counterparts with respect to Mercer (the "SECTION 338 ELECTIONS"). Seller shall provide to Buyer such information as may be reasonably requested by Buyer for review purposes of determining whether Buyer should make a Section 338 Election under any state or local law. Seller and comment thereon Buyer shall jointly complete and make the Section 338 Elections on the applicable forms and in accordance with applicable law. Seller shall deliver such forms and related documents to Buyer at least fifteen ninety (1590) days prior to the due date for their filing Tax Returns relating solely such elections or forms. Buyer shall deliver to PreSeller at least forty-Closing Tax Periods that have not been filed on or five (45) days prior to the Closing Date and which due date for filing, such completed forms as 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 with respect to 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) hereofElections. The Buyer and Seller shall timely file the Section 338 Elections and any required forms and documents. (x) Buyer and Seller agree to consult shall act reasonably and resolve in good faith to reach an agreement promptly, but in no event later than ninety (90) days after the Closing Date, on the allocation of the Purchase Price among the assets of Mercer for purposes of the Section 338 Elections. If Buyer and Seller are unable to reach an agreement within such ninety (90) day period, they shall submit the issue to arbitration by a nationally recognized accounting firm mutually acceptable to Buyer and Seller, whose determination shall be final and binding on both parties, and whose expenses shall be shared equally by Buyer and Seller. (xi) Seller shall be responsible for the payment of any issues arising Taxes of Seller's affiliated group or Mercer that result from the Section 338 Elections (the "SECTION 338 TAXES"). However, to the extent the state and local Taxes payable by Seller as a result of making Section 338 Elections exceed the review state and local taxes payable by Seller in the absence of Section 338 Elections (such excess hereinafter referred to as the "Section 338 Delta"), Buyer shall reimburse Seller for the Section 338 Delta. (xii) Seller, Buyer and Mercer shall cooperate in good faith in (a) preparing and filing all Tax Returns, (b) maintaining and making available to each other all records necessary in connection with the preparation and filing of all Tax Returns by and the Buyer prior payment of all Taxes and (c) resolving all disputes and audits with respect to the filing of any Tax Returns to which this paragraph (iii)and Taxes. Buyer

Additional Tax Matters. (a) All payments of any portion of the Purchase Price or other amounts payable to Seller (including, for greater certainty, Royalty Payments and Deferred Consideration) in respect of this Agreement shall be made without deduction or withholding for any Tax, except as required by applicable Law. To the extent amounts payable to Seller 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 make the required withholding. Purchaser agrees that, 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 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 with respect to the Purchase Price, the amount of such payment, as applicable, shall be increased to the 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 withholdings or deductions been required. In the event that Purchaser is required to withhold any non-U.S. Tax with respect to the Royalty Grant, the amount of such payment, as applicable, shall be increased to the 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 withholdings or deductions been required (such increase, the “Royalty Gross-Up”); provided that the Royalty Gross-Up shall be payable only with respect to amounts payable within twelve (12) months following the date hereof unless the relevant non-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 establishment of a new office outside Ireland by Purchaser or KPI, in which cases the Royalty Gross-Up shall apply to payments made with respect to the Royalty Grant at any time. (b) The Seller Parties agree that, upon the written request of Seller, if available, the election under paragraph 56.4(7)(g) of the Tax Act and any applicable provincial equivalent shall be responsible jointly made. (c) Subject to Section 3.6(d), each Party shall furnish or cause to be furnished to the other, each at its own expense, as promptly as is reasonably practicable, and in such manner as is reasonably practicable, such information or documentation in its possession (or the possession of its Affiliates), and shall provide, or cause to be provided, any assistance and explanations of any material provided, relating to the transactions contemplated by this Agreement, as is (in each case) reasonably necessary for the filing of any Tax Returns, for the claim or application for any relief, for the claim of any Tax credit, refund or similar payment, for the preparation of any audit and filing for the prosecution or defense of all of the Seller's federal consolidated income Tax Returns any claim or relating to any adjustment or proposed adjustment with respect to all Pre-Closing Tax Periods, which shall include Imperial, and for the payment of all federal income Taxes with respect to such Tax ReturnsTaxes. (iid) The Seller Section 3.6(c) shall be responsible for the preparation and filing not oblige any Party to release any information or document that it reasonably considers confidential, or otherwise do anything which would or might in its reasonable opinion constitute a breach of all state and local Tax Returns ("XXX Tax Returns") any law, regulation, fiduciary duty or duty of Imperial for Pre-Closing Tax Periods that are required to be filed 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, 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 Post-Closing Tax Periods, unless required otherwise by lawconfidentiality. (iiie) The Seller shall have prepared and delivered to the Buyer for review and comment thereon at least 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 Closing Date and which are required by applicable law to be signed and filed by the Buyer, provided Parties agree that the provisions Assigned Assets subject to this Agreement do not constitute an “applicable asset acquisition” as described under Section 1060 of this paragraph (iii) shall the Code and do not apply to any XXX Tax Returns (other than those to be filed constitute a trade or business 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 ordinary sense of the review of such Tax Returns by the Buyer prior term. (f) [Redacted – commercially sensitive information relating to the filing of Tax Returns to which this paragraph (iii)tax positions].

Additional Tax Matters. (ia) The Seller Any sales, use, purchase, transfer, franchise, deed, fixed asset, stamp, documentary stamp, use or other Taxes and recording charges which may be payable by reason of the sale of the Purchased Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be responsible for borne and timely paid by the preparation and filing of all of Purchaser (collectively, the Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Tax Periods, which shall include Imperial“Transfer Taxes”), and for the payment of Purchaser shall indemnify, defend (with counsel reasonably satisfactory to the Purchaser), protect, and save and hold Sellers harmless from and against any and all federal income Taxes with respect claims, charges, interest or penalties assessed, imposed or asserted in relation to any such Tax ReturnsTransfer Taxes. (iib) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns Purchaser shall, within one-hundred twenty ("XXX Tax Returns"120) of Imperial for Pre-Closing Tax Periods that are required to be filed on or before days after the Closing Date, prepare and deliver to HUSA a schedule allocating the Purchase Price (and any other items that are required for federal income tax purposes to be treated as part of the payment purchase price) among the Purchased Assets (such schedule, the “Allocation”). If HUSA raises any objection to the Allocation within twenty (20) days of all Taxes the receipt thereof, the Purchaser and HUSA will negotiate in good faith to resolve such objection(s); provided however, the Purchaser and HUSA are not required to negotiate the treatment of any amount associated with respect Section 3.1(a)(iii). If the Purchaser, Sellers and HUSA are unable to such XXX Tax Returns. Such XXX agree upon an Allocation, they are not required to report and file any Tax Returns shall be prepared (including Form 8594 under Section 1060 of the Code) in a manner consistent with the Allocation but shall provide the other party prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect written notice of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered such intention. Subject to the Buyer for review foregoing, the Purchaser, Sellers and comment thereon at least fifteen HUSA shall cooperate in the filing of any forms (15including Form 8594 under Section 1060 of the Code) days prior with respect to such Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment 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 Purchase Price. Notwithstanding any other provision of this Agreement, the Closing Date terms and which are required by applicable law to be signed and filed by the Buyer, provided that the provisions of this paragraph (iiiSection 11.1(b) shall not apply to any XXX Tax Returns (other than those to be filed in survive 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 Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iii)Closing without limitation.

Additional Tax Matters. (ia) The Buyer shall promptly notify Seller in writing upon receipt by Buyer or any Affiliates thereof, of notice of any pending or threatened Tax liabilities which relate to any period prior to the Effective Time. Seller shall have the sole right to control any Tax audit or administrative or court proceeding with respect to Taxes for periods ending on or prior to the Effective Time and Buyer agrees that it will cooperate fully with Seller and its counsel in the defense against or compromise of any claim in any said proceeding. After the Closing Date, Buyer shall make available to Seller such records as Seller may reasonably require for the preparation of any Tax Returns or other similar governmental reports or forms, and the preparation and defense of any audit or administrative or court proceeding. All refunds of Taxes paid by Seller or Seller's Affiliates shall be for the account of Seller. Buyer shall take such actions as reasonably requested by Seller to obtain such refunds and shall deliver to Seller any such refunds immediately upon receipt thereof. All refunds of Taxes paid by Buyer or Buyer's Affiliates shall be for the account of Buyer. (b) Seller shall be responsible for (and shall indemnify and hold Buyer and the preparation Affiliates of Buyer that own and/or operate the Business and/or the Purchased Assets harmless from and filing of all of the Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Tax Periods, which shall include Imperial, and for the payment of all federal income Taxes with respect to such Tax Returns. (iiagainst) 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 are required to be filed 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 the Business and the Purchased Assets regardless of when due and payable, (i) with prior practice, 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 Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered respect to the Buyer for review and comment thereon at least 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 all taxable periods ending on or prior to the Effective Time, (ii) with respect to all taxable periods beginning before the Closing Date and which are required by applicable law ending after the Closing Date, but only with respect to be signed the portion of such period up to and filed by including the Buyer, provided that the provisions of this paragraph Effective Time and (iii) shall not apply with respect to any XXX Tax Returns Taxes for which Seller is liable under Sections 7.2 and 7.7. Notwithstanding any other provision of this Agreement, Seller shall have no obligation to indemnify Buyer or Buyer Group for any Taxes (other than those including as a result of a breach of the representation contained in Section 4.8) except as provided in these Sections 7.2 and 7.7. (c) Buyer and the Affiliates of Buyer that own and/or operate the Business and/or the Purchased Assets shall be responsible for (and shall indemnify and hold Seller harmless from and against) all Taxes with respect to be filed in the States Business and the Purchased Assets, regardless of Ohio and Texas) in which Section 338 Taxes are or will be when due and owing payable, (collectivelyi) with respect to all taxable periods beginning after the Effective Time, and (ii) with respect to all taxable periods beginning before the "Applicable XXX Tax Returns")Closing Date and ending after the Closing Date, but only with respect to the portion of such periods commencing after the Effective Time and (iii) with respect to any Taxes for which Applicable XXX Tax Returns Buyer is liable under Section 7.7. (d) Indemnification under this Section 7.7 shall be subject to the provisions of paragraph (xiii) hereof. The Buyer and the Seller agree to consult and resolve procedures set forth in good faith any issues arising as a result of the review of such Tax Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iii)Section 13.4 through Section 13.7.

Additional Tax Matters. (ia) The Seller Prior to the Closing Date, the Company shall be responsible for the preparation engage Ernst & Young (or other accounting firm of national standing reasonably acceptable to Buyer) to prepare all federal, state and filing of all of the Seller's federal consolidated local 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 ”) that have not been filed as 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 are required to be filed 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 practicepractice 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 Post-periods ending after the Closing Date. The Company shall deliver a draft of any such Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered Return to the Buyer Parent for Parent’s review and comment thereon at least fifteen (15) 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 filing 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 Returns relating solely Return as actually filed, then the amount of Tax liabilities and Tax assets to Prebe 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). (b) Buyer, the Parent and the Sellers recognize that each of them will need access, from time to time, after the Closing Date, to certain accounting and Tax Periods that have not been filed records and information held by Buyer and/or the Company 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 Company to (A) use its commercially reasonable efforts to properly retain and maintain such records for a period of six (6) years from the date the Tax Returns for the year in which the Closing occurs are required by applicable law filed or until the expiration of the statute of limitations with respect to such year, whichever is later, and (B) allow the Parent, the Sellers and their agents and representatives at times and dates mutually acceptable to the parties, to reasonably inspect, review and make copies of such records from time to time, such activities to be signed conducted during normal business hours and filed by at the BuyerParent’s or Sellers’ expense, provided as appropriate with respect to out-of-pocket expenses. (c) If, subsequent to the Closing, Buyer or the Companies receives notice of a Tax Contest with respect to any Tax Return for a periods or portions thereof beginning prior to the Closing Date that reasonably could be expect to have an adverse impact on the Parent’s indemnification obligations under this Agreement, then within thirty (30) days after receipt of such notice, Buyer shall notify the Parent of such notice. Buyer shall have the right to control the conduct and resolution of any such Tax Contest, provided, however, that the provisions of this paragraph (iii) Parent shall not apply have the right to any XXX Tax Returns (other than those to be filed in control the States of Ohio conduct 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 resolution of the review portion of such Tax Returns Contest that that reasonably could be expect to have a Material Adverse Effect on the Parent’s indemnification obligations under this Agreement to the extent that such indemnification obligations would not be covered by the Escrow Sum, provided, however, that if any of the issues raised in such Material Tax Contest could reasonably be expected to have a material impact on Taxes of the Companies for a Tax period or portion thereof beginning on or after the Closing Date (a “Post-Closing Tax Period”), then the Parent shall afford Buyer prior the opportunity to control jointly the filing conduct and resolution of the portion of such Tax Returns Contest with respect to which this paragraph (iii)such issues that could reasonably be expected to have a material impact on Taxes of the Companies in any Post-Closing Tax Period. If Buyer shall have the right to control the conduct

Additional Tax Matters. (ia) The Seller Prior to the Closing Date, the Company shall be responsible for the preparation engage Ernst & Young (or other accounting firm of national standing reasonably acceptable to Buyer) to prepare all federal, state and filing of all of the Seller's federal consolidated local 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 ”) that have not been filed as 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 are required to be filed 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 practicepractice 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 Post-periods ending after the Closing Date. The Company shall deliver a draft of any such Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered Return to the Buyer Parent for Parent’s review and comment thereon at least fifteen (15) 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 filing 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 Returns relating solely Return as actually filed, then the amount of Tax liabilities and Tax assets to Prebe 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). (b) Buyer, the Parent and the Sellers recognize that each of them will need access, from time to time, after the Closing Date, to certain accounting and Tax Periods that have not been filed records and information held by Buyer and/or the Company 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 Company to (A) use its commercially reasonable efforts to properly retain and maintain such records for a period of six (6) years from the date the Tax Returns for the year in which the Closing occurs are required by applicable law filed or until the expiration of the statute of limitations with respect to such year, whichever is later, and (B) allow the Parent, the Sellers and their agents and representatives at times and dates mutually acceptable to the parties, to reasonably inspect, review and make copies of such records from time to time, such activities to be signed conducted during normal business hours and filed by at the BuyerParent’s or Sellers’ expense, provided that as appropriate with respect to out-of-pocket expenses. (c) If, subsequent to the provisions Closing, Buyer or the Companies receives notice of this paragraph (iii) shall not apply a Tax Contest with respect to any XXX Tax Returns (other than those to be filed in the States of Ohio and Texas) in which Section 338 Taxes are Return for a periods 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 Returns by the Buyer portions thereof beginning prior to the filing of Tax Returns Closing Date that reasonably could be expect to which this paragraph (iii)have an adverse impact on

Additional Tax Matters. (i) The Seller shall be responsible for the preparation and filing of all of the Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Tax Periods, which shall include ImperialMercer, and for the payment of all federal income Taxes with respect to such Tax Returnsreturns. (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 Mercer that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such XXX Tax Returns. Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) Such XXX Tax Returns shall be prepared in a manner consistent with prior practice, 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 Post-Closing Tax Periods, unless required otherwise by law. (iii) The 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. Seller shall have prepared 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 delivered 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 Tax relating to a Straddle Period that is allocable, in accordance with paragraph (vii) below, to the pre-Closing portion of such Straddle Period (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) (v) Buyer shall be responsible for the preparation and filing of all Tax Returns and the payment of all Taxes with respect to Mercer for all Post-Closing Tax Periods (vi) To the extent permitted by law, Seller and Buyer shall use their best efforts to cause any Tax period to close on the Closing Date. (vii) Taxes payable with respect to a Straddle Period shall be allocated to the pre-Closing and post-Closing portions of a Straddle Period on the basis of a closing of the books as of the Closing Date or any other method agreed upon by Buyer and Seller, except that Taxes imposed on a periodic basis, such as real and personal property Taxes, shall be prorated based on the number of days before and after the Closing Date. (viii) Seller shall pay any stock transfer taxes due as a result of the sale of the Shares to Buyer pursuant to the transactions contemplated by this Agreement. (ix) At Buyer's request, Seller shall join Buyer in making elections under Section 338(g) and Section 338(h)(10) of the Code and any state, local and foreign counterparts with respect to Mercer (the "SECTION 338 ELECTIONS"). Seller shall provide to Buyer such information as may be reasonably requested by Buyer for review purposes of determining whether Buyer should make a Section 338 Election under any state or local law. Seller and comment thereon Buyer shall jointly complete and make the Section 338 Elections on the applicable forms and in accordance with applicable law. Seller shall deliver such forms and related documents to Buyer at least fifteen ninety (1590) days prior to the due date for their filing Tax Returns relating solely such elections or forms. Buyer shall deliver to PreSeller at least forty-Closing Tax Periods that have not been filed on or five (45) days prior to the Closing Date and which due date for filing, such completed forms as 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 with respect to 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) hereofElections. The Buyer and Seller shall timely file the Section 338 Elections and any required forms and documents. (x) Buyer and Seller agree to consult shall act reasonably and resolve in good faith to reach an agreement promptly, but in no event later than ninety (90) days after the Closing Date, on the allocation of the Purchase Price among the assets of Mercxx xxx purposes of the Section 338 Elections. If Buyer and Seller are unable to reach an agreement within such ninety (90) day period, they shall submit the issue to arbitration by a nationally recognized accounting firm mutually acceptable to Buyer and Seller, whose determination shall be final and binding on both parties, and whose expenses shall be shared equally by Buyer and Seller. (xi) Seller shall be responsible for the payment of any issues arising Taxes of Seller's affiliated group or Mercxx xxxt result from the Section 338 Elections (the "SECTION 338 TAXES"). However, to the extent the state and local Taxes payable by Seller as a result of making Section 338 Elections exceed the review state and local taxes payable by Seller in the absence of Section 338 Elections (such excess hereinafter referred to as the "Section 338 Delta"), Buyer shall reimburse Seller for the Section 338 Delta. (xii) Seller, Buyer and Mercxx xxxll cooperate in good faith in (a) preparing and filing all Tax Returns, (b) maintaining and making available to each other all records necessary in connection with the preparation and filing of all Tax Returns by and the Buyer prior payment of all Taxes and (c) resolving all disputes and audits with respect to the filing of any Tax Returns to which this paragraph (iii)and Taxes. Buyer

Additional Tax Matters. (a) Any Transfer Tax which may be payable by reason of the sale of the Purchased Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by the Asset Purchaser in an amount not to exceed one million U.S. dollars ($1,000,000). (b) The Purchaser shall, within the later of (i) The Seller shall be responsible for 120 days after the preparation and filing of all of Closing Date, or (ii) 30 days prior to the Seller's date by which Champion’s federal consolidated income Tax Returns must be filed, prepare and deliver to Champion for its consent (which consent shall not be unreasonably withheld, delayed or conditioned) a schedule allocating the Purchase Price (and any other items that are required for federal income tax to be treated as Purchase Price) among the Purchased Assets (such schedule, the “Allocation”). If Champion raises any objection to the Allocation within twenty (20) days of the receipt thereof, the Purchaser and Champion will negotiate in good faith to resolve such objection(s). The Purchaser, Sellers and Champion shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with respect to all Pre-Closing Tax Periods, which shall include Imperialthe Allocation as finally agreed upon, and for shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Governmental Body or any other proceeding) without first giving the payment other party prior written notice; provided, however, that nothing contained herein shall prevent Purchaser, Champion, or Sellers from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of all federal income Taxes the Allocation, and neither Purchaser, Champion or Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging such Allocation. The Purchaser, Sellers and Champion shall cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to such Tax ReturnsAllocation, 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 such Allocation, 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(b) shall survive the Closing without limitation. (iic) The Seller shall be responsible Whenever it is necessary to apportion Taxes for a Tax Period that begins before and ends after the preparation Closing Date (a “Straddle Period”) between the portion of the Straddle Period that ends on the Closing Date and filing the portion of all state and local Tax Returns ("XXX Tax Returns") of Imperial for Pre-Closing Tax Periods that are required to be filed on or before the Straddle Period beginning after the Closing Date, (i) real, personal and intangible property Taxes (“Property Taxes”) for the payment portion of all Taxes with respect to such XXX Tax Returns. Such XXX Tax Returns the Straddle Period ending on the Closing Date shall be prepared in a manner consistent with prior practice, 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 Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered equal to the Buyer amount of such property Taxes for review and comment thereon at least fifteen (15) the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period 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 and including the Closing Date and the denominator of which are required by applicable law to be signed is the number of days in the Straddle Period; and filed by (ii) the Buyer, provided that the provisions of this paragraph (iii) shall not apply to any XXX Tax Returns Taxes (other than those to be filed in the States of Ohio and TexasProperty Taxes) 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 computed as a result if such taxable period ended as of the review close of such Tax Returns by business on the Buyer prior to the filing of Tax Returns to which this paragraph (iii)Closing Date.

Additional Tax Matters. (i) The Seller shall be responsible for the preparation and filing of all of the Seller's federal consolidated income Tax Returns with respect to all 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 ("SAL XXX Tax ReturnsRETURNS") of Imperial for Pre-Closing Tax Periods that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such XXX Tax SAL Xxx Returns. Such XXX Tax SAL Xxx Returns shall be prepared in a manner consistent with prior practice, 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 Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered to the Buyer for review and comment thereon at least 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 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 SAL Xxx 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 APPLICABLE SAL XXX Tax ReturnsRETURNS"), which Applicable XXX Tax SAL Xxx 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 Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iii)