Common use of Agreements Regarding Tax Matters Clause in Contracts

Agreements Regarding Tax Matters. (a) After the Closing, the Company on one hand and the Buyer on the other hand (i) will promptly inform the other party in writing of any notice that it receives of any audit, investigation, request for documents or information related to Taxes that reasonably could be expected to affect the Tax liability of the other party, (ii) will each provide the other party with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for taxes, (iii) will each retain and provide to the other party all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding or determination and (iv) will each provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party for any period. Without limiting the generality of the foregoing, each of the Company and the Buyer will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending on or prior to the Closing Date. (b) For all purposes under this Agreement involving the determination of Taxes (including the determination of the Company Taxes), in the case of Taxes that are payable with respect to any period that includes but does not end on the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the close of the Closing Date shall be (i) in the case of Taxes that are (x) based upon or related to income or receipts, or (y) employment, social security or other similar taxes, deemed equal to the amount which would be payable if the taxable year ended on the close of the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to any assets or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the close of the Closing Date and the denominator of which is the number of calendar days in the entire period.

Agreements Regarding Tax Matters. (a) After the Closing, the Company on one hand The Sellers and the Buyer on the shall provide each other hand (i) will promptly inform the other party in writing of any notice that it receives of any audit, investigation, request for documents or information related to Taxes that reasonably could be expected to affect the Tax liability of the other party, (ii) will each provide the other party with such assistance and non-privileged information relating to the Purchased Assets as may reasonably be requested in connection with the preparation of any Tax ReturnReturn or the performance of any audit, audit examination or any other examination Action by any taxing authority or relating to any Tax Return, whether conducted in a judicial or administrative proceeding relating to liability for taxes, (iii) will each forum. The Sellers and the Buyer shall retain and provide to the other party Party all non-privileged records and other information that which may be relevant to any such Tax Return, audit audit, examination or examination, proceeding or determination and (iv) will each provide any other proceeding. The Seller shall deliver within five days of the other party with Buyer’s request therefor any final determination of any such audit or examination, proceeding or determination that affects any amount information required to be shown on any Tax Return reported by the Buyer or the Seller pursuant to Section 6043A of the other party for any period. Without limiting the generality of the foregoing, each of the Company and the Buyer will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending on or prior to the Closing DateCode. (b) For The Sellers shall exercise control over the handling, disposition and settlement of any inquiry, examination or proceeding by a Governmental Entity that relates solely to Taxes for which the Sellers would be required to indemnify the Buyer (a “Tax Matter”). The Buyer shall notify the Seller in writing promptly upon learning of any Tax Matter. Neither Seller (nor any of its Affiliates) shall agree to settle any Tax Matter that may affect the liability for Taxes of the Buyer (or any of its Affiliates) for any taxable period that ends after the Closing Date without the Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (c) If the Buyer or an Affiliate of the Buyer receives a refund with respect to Taxes for which the Seller or any of its Affiliates is wholly or partially responsible under Section 6.3, the Buyer or such Affiliate shall pay to the Seller, within five (5) Business Days following the receipt of such refund, the amount of such refund attributable to the Seller. If the Seller or an Affiliate of the Seller receives a refund with respect to Taxes for which the Buyer is wholly or partially responsible under Section 6.3, the Seller or such Affiliate shall pay to the Buyer, within five (5) Business Days following the receipt of such refund, the amount of such refund attributable to the Buyer. (d) Notwithstanding anything else contained herein, the Buyer and the Seller shall (i) pay one-half of all purposes under this Agreement involving the determination amounts that are required to be paid in respect of any transfer, sales, use, recording, value-added or similar Taxes (including the determination any registration and/or stamp Taxes, levies and duties) that may be imposed by reason of the Company Taxes)sale, in the case of Taxes that are payable with respect to any period that includes but does not end on the Closing Dateassignment, the portion of any such Tax that is allocable to the portion transfer and delivery of the period ending on Purchased Assets (the close of the Closing Date shall be (i) in the case of Taxes that are (x) based upon or related to income or receipts, or (y) employment, social security or other similar taxes, deemed equal to the amount which would be payable if the taxable year ended on the close of the Closing Date“Transfer Taxes”); and (ii) in timely file all Tax Returns, at the case of Taxes imposed on a periodic basis with respect to any assets or otherwise measured by the level of any itemParties’ shared expense, deemed required to be filed in connection with the amount payment of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the close of the Closing Date and the denominator of which is the number of calendar days in the entire periodTaxes.

Agreements Regarding Tax Matters. (a) After the Closing, the Company on one hand and the Buyer on the other hand Each Member shall (i) will promptly inform the other party in writing of any notice that it receives of any audit, investigation, request for documents or information related to Taxes that reasonably could be expected to affect the Tax liability of the other party, (ii) will each provide the other party Company with such assistance as may be reasonably be requested in connection with the preparation of any Tax Return, Return or any audit or other examination by any taxing authority Tax Authority or judicial or administrative proceeding involving any Governmental Authority relating to liability for taxesTaxes, (iiiii) will each retain for a period of six years following the end of the calendar year in which the Closing occurs and provide to the other party Company all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding or determination determination, and (iviii) will each provide the other party Company with a copy of any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party Company for any period. Without limiting the generality of the foregoing, each of the Company and the Buyer will Member shall retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), copies of all Tax Returns, supporting work schedules and other records relating to tax Tax periods or portions thereof ending on or prior to the Closing DateDate that concern the Contributed Assets or the Assumed Liabilities. (b) For all purposes under The Members agree that the transactions contemplated by this Agreement involving constitute a disposition of a trade or business within the determination meaning of Section 41(f)(3) of the Code. The Members will provide to the Company upon request all information necessary to permit the Company to apply the provisions of Section 41(f)(3)(A) of the Code. (c) If either Member receives any refund of Taxes (including the determination of the Company Taxes), in the case of Taxes that are payable with respect relating to any period that includes but does not end on the Closing Date, the portion of any such Tax that is allocable its ELV Business for periods prior to the portion of the period ending on the close of the Closing Date shall be (i) in the case of Taxes that are (x) based upon or related to income or receipts, or (y) employment, social security or other similar taxes, deemed equal to the amount which would be payable if the taxable year ended on the close of the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to any assets or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the close of the Closing Date and the denominator Tax liability to which such refund relates was included as a cost in a cost-reimbursement or fixed-price incentive (cost-redeterminable) Government Contract, then such Member and the Company shall cooperate to determine the appropriate portion of such Tax refund due to any Governmental Authority pursuant to the applicable provisions of the Federal Acquisition Regulation as if the Company had pursued and obtained an identical Tax refund. Once the appropriate portion due any Governmental Authority is determined, such Member shall promptly remit such portion directly to such Governmental Authority. (d) The Company shall timely prepare and, with the prior written consent of the Members (which is consent shall not be unreasonably withheld or delayed), file all Tax Returns, reports and forms required by any Tax Authority to be filed by the Company. The Company shall timely prepare and, with the prior written consent of the Members (which consent shall not be unreasonably withheld or delayed), file all Non-Income Tax Returns with respect to the Contributed Assets or the ELV Business for any Tax period beginning before and ending after the Closing Date (a “Straddle Period”). (e) The Company shall pay all Non-Income Taxes due with respect to any Straddle Period; provided, that the Members shall be liable for and, to the extent paid by the Company, shall reimburse the Company for any such Non-Income Taxes attributable to the portion of such Straddle Period beginning before and ending as of the effective time of the Closing (including Non-Income Taxes resulting from the transactions contemplated by this Agreement but, except as provided in Section 13.03, not including sales Taxes, transfer Taxes or stamp Taxes imposed with respect to the transfer of the Contributed Assets or the ELV Business pursuant to this Agreement), but only to the extent such Non-Income Taxes are not recoverable by the Company from a Governmental Authority pursuant to the Federal Acquisition Regulation. Any Non-Income Taxes arising from or with respect to the Contributed Assets or the ELV Business for a Straddle Period shall be apportioned between the Company and the Members by allocating real and personal property taxes between the Members and the Company based on the ratio of the number of calendar days in the entire periodStraddle Period occurring before the Closing Date to the number of days in the Straddle Period occurring on or after the Closing Date and by assuming, with respect to all other Non-Income Taxes, that the ELV Business had a tax period that ended at the close of business on the day immediately prior to the Closing Date and closed its books as of that time. The Company shall reimburse the Members for any such Non-Income Taxes paid by the Members for which the Company is liable pursuant to this Section 6.05(e). (f) Boeing shall be liable for and, to the extent paid by the Company shall reimburse the Company for, any Income Taxes attributable to the Boeing Contributed Assets and the portion of the ELV Business conducted by Boeing attributable to any Tax period that begins before and ends either (i) before, or (ii) as of the effective time of the Closing. Lockheed Xxxxxx shall be liable for and, to the extent paid by the Company shall reimburse the Company for, any Income Taxes attributable to the Lockheed Xxxxxx Contributed Assets and the portion of the ELV Business conducted by Lockheed Xxxxxx attributable to any Tax period that begins before and ends either (i) before, or (ii) as of the effective time of the Closing. (g) The Company shall engage an independent accounting firm of national reputation to assist in the preparation of the Company’s Income Tax Returns. (h) Lockheed Xxxxxx shall be designated as the “tax matters partner” within the meaning of Section 6231(a)(7) of the Code and in any similar capacity under Applicable Law. (i) The Company and the Members shall make the election under Treasury Regulation Section 301.6231(a)(1)-1(b) to have the TEFRA unified partnership procedures of Sections 6221 through 6231 of the Code apply with respect to the Company. (j) The Company shall reimburse each Member for all state and local Income Taxes paid by such Member that are properly allocable to the Company under the Federal Acquisition Regulation.

Agreements Regarding Tax Matters. (a) After the Closing, the Company on one hand Selling Parties and the Buyer on the other hand Buyers (i) will promptly inform the other party in writing of any notice that it receives of any audit, investigation, request for documents or information related to Taxes that reasonably could be expected to affect the Tax liability of the other party, (ii) will each provide the other party with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for taxes, (iiiii) will each retain and provide to the other party all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding or determination and (iviii) will each provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party for any period. Without limiting the generality of the foregoing, each of the Company Buyers and the Buyer Selling Parties will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), copies of all Tax Returns, supporting work schedules and other records relating to the Park Companies for tax periods or portions thereof ending on or prior to the Closing Date. (b) For all purposes under this Agreement involving the determination of Taxes (including the determination of the Company Selling Parties’ Taxes), in the case of Taxes that are payable with respect to any period that includes but does not end on the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the close of the Closing Date shall be (i) in the case of Taxes that are (x) based upon or related to income or receipts, (y) imposed in connection with the sale or other transfer or assignment of property (real or personal, tangible or intangible), or (yz) employment, social security or other similar taxes, deemed equal to the amount which would be payable if the taxable year ended on the close of the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to any assets or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the close of the Closing Date and the denominator of which is the number of calendar days in the entire period.

Agreements Regarding Tax Matters. (a) After the ClosingSeller shall, the Company on one hand at its expense, prepare, or cause to be prepared, and the Buyer on the other hand (i) will promptly inform the other party in writing of any notice file or cause to be filed when due, all Tax Returns that it receives of any audit, investigation, request for documents are required to be filed by or information related to Taxes that reasonably could be expected to affect the Tax liability of the other party, (ii) will each provide the other party with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for taxes, (iii) will each retain and provide respect to the other party Target Companies on an affiliated, consolidated, combined or unitary basis with Seller or with at least one Affiliate of Seller that is not a Target Company for Tax years or periods beginning on or before the Closing Date. The Target Companies shall, at their expense, prepare, or cause to be prepared, and file or cause to be filed when due, all records Tax Returns not described in the prior sentence that are required to be filed by or with respect to the Target Companies on or before the Closing Date (taking into account any applicable extensions), and other information that may shall pay (or cause to be relevant timely paid) all Taxes required to be paid with respect to any such Tax Return. (b) Except for the Tax Returns described in Section 7.05(a), audit Buyer shall, at its expense, prepare, or examinationcause to be prepared, proceeding and file, or determination and (iv) will each provide the other party with any final determination of any such audit or examinationcause to be filed, proceeding or determination that affects any amount when due, all Tax Returns required to be shown on filed by or with respect to the Target Companies after the Closing Date. Buyer shall pay (or cause to be timely paid) all Taxes required to be paid with respect to any Tax Return governed by this Section 7.05(b). (c) The Parties agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records), documents and powers of attorney relating to the Target Companies as are reasonably necessary for the filing of Tax Returns, the making of any election relating to Taxes, or the prosecution, defense, or conduct of any Tax Contest. Notwithstanding anything to the contrary in this Section 7.05(c) or this Agreement, Buyer shall have no right to access or receive any Tax information that relates to any of Seller’s consolidated, combined or unitary Tax Returns, including workpapers, supporting documents, and other party for information or data with respect thereto other than such information that pertains solely to the Target Companies. Buyer and Seller agree to, and shall cause the Target Companies to, retain all books and records with respect to Tax matters pertinent to the Target Companies relating to any period. Without limiting the generality of the foregoing, each of the Company and the Buyer will retain, Pre-Closing Period until the expiration of the applicable statutes statute of limitation limitations (including and, to the extent notified by the other Party, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any Tax Authority. (d) To the extent relating to the Target Companies, Seller shall terminate (or cause to be terminated) on or before the Closing Date all Tax sharing agreements or similar arrangements (other than this Agreement) between the Target Companies, on the one hand, and Seller or any Affiliate of Seller (other than the Target Companies), copies on the other hand, and neither Seller nor any Affiliate of all Tax ReturnsSeller, supporting work schedules and on the one hand, or the Target Companies, on the other records relating hand, will have any liability or be entitled to tax periods or portions thereof ending any right thereunder to each other on or prior to after the Closing Date. (e) Without the prior written consent of Seller (not to be unreasonably withheld or delayed), Buyer and its Affiliates shall not (a) cause any Target Company to take any action on the Closing Date or after the Closing other than in the ordinary course of business (other than any action expressly contemplated by this Agreement), (b) For all purposes under this Agreement involving the determination of Taxes (including the determination of the Company Taxes), in the case of Taxes that are payable make or change any Tax election with respect to a Target Company that has a retroactive impact to a Pre-Closing Period, (c) amend any Tax Return of a Target Company for a Pre-Closing Period or (d) to the extent related to a Target Company for a taxable period that includes but does not end ending on or before the Closing Date, the portion of initiate any such voluntary disclosure with any Tax that is allocable Authority, in each case to the portion of the period ending on the close of the Closing Date shall extent such action would reasonably be (i) in the case of Taxes that are expected to either (x) based upon impact the Taxes of Seller or related to income or receipts, its Affiliates (other than the Target Companies) or (y) employment, social security reduce any amount payable to Seller pursuant to this Agreement. (f) Seller and Buyer agree that (i) they shall join in making an election under Section 338(h)(10) of the Code (and any similar election under any applicable state or other similar taxes, deemed equal local Applicable Law) with respect to the amount which would be payable if the taxable year ended on the close acquisition by Buyer of the Closing Date; Shares pursuant to this Agreement and with respect to the deemed purchase of the shares of Worldpac Puerto Rico and (ii) in Buyer shall make an election under Section 338(g) of the case of Taxes imposed on a periodic basis Code (and any similar election under any applicable state or local Applicable Law) with respect to the deemed purchase of the shares of Worldpac Canada (collectively, the “Section 338 Elections”). Seller shall deliver to the Buyer, no later than five (5) days prior to the Closing Date, drafts of Internal Revenue Service Form 8023 and any similar forms under applicable state and local income Tax Law (collectively, the “Section 338 Election Forms”) effectuating the Section 338 Elections described in the preceding clause (i). The Section 338 Election Forms shall be duly executed by Xxxxxx and Xxxxx at or prior to the Closing. Buyer and Seller (as required by Applicable Law) shall timely file with the appropriate Governmental Authorities the Section 338 Election Forms as prescribed by Applicable Law. If, after filing any of such Section 338 Election Forms, any changes or supplements are required thereto, Buyer and Seller shall complete any required amendments or supplements thereto, and Buyer and Seller shall promptly execute such amended form and Buyer shall timely file such amended form, and any required supplements thereto, with the appropriate Governmental Authorities. Seller and Buyer agree that, as a “protective” matter, Seller and the Company shall also file an election statement under Section 336(e) and Treasury Regulations section 1.336-2(j) with respect to the acquisition by Buyer of the Shares and with respect to the deemed purchase of the shares of Worldpac Puerto Rico. The “protective” Section 336(e) election statement (as described in sections 1.336-2(h)(5) and (6) of the Treasury Regulations) to be filed in accordance with such protective election shall also be considered “Section 338 Election Forms” for purposes of this Agreement. Seller, the Company and Worldpac Puerto Rico agree that this Agreement shall constitute a written binding agreement to make a Section 336(e) election within the meaning of Treasury Regulations Section 1.336-2(h)(1)(i), and that the statements delivered pursuant to this Section 7.05(f) will be attached to Seller’s (or, if applicable, the parent of the U.S. federal corporate consolidated income tax group which includes Seller) and the Company’s timely filed U.S. federal income Tax Return for the taxable period that includes the Closing Date and provided to the Company and Worldpac Puerto Rico. (g) Seller shall deliver to Buyer, within thirty (30) days after the Final Adjusted Purchase Price is determined pursuant to Section 2.05, a schedule (the “Allocation Schedule”) allocating the Final Adjusted Purchase Price and “Adjusted Grossed-up Basis” (as such term is defined under applicable Treasury Regulations under Section 338 of the Code) among the assets or otherwise measured of the Company and Autopart International, including an allocation to the shares of Worldpac Canada and Worldpac Puerto Rico. The amounts allocated to the shares of Worldpac Canada and Worldpac Puerto Rico shall be further allocated (along with the Adjusted Grossed-up Basis) to the assets of Worldpac Canada and Worldpac Puerto Rico, respectively, as a result of the Section 338(h)(10) and Section 338(g) elections with respect to such Target Companies and such allocations shall be set forth on the Allocation Schedule. The Allocation Schedule shall be prepared in accordance with Section 338 of the Code and the Treasury Regulations thereunder. Buyer may dispute any amounts reflected on the Allocation Schedule by providing written notice to Seller of the disputed items, and setting forth in reasonable detail the basis of such dispute, within thirty (30) days following receipt of the Allocation Schedule. In the event Buyer and Seller are unable to resolve any dispute within thirty (30) days, Xxxxx and Seller shall submit the dispute to the Independent Firm in the manner provided by Section 2.05. Buyer and Seller agree (i) to file, and to cause their respective Affiliates to file, all Tax Returns (including IRS Form 8883, Asset Allocation Statement Under Section 338) in a manner consistent with the Allocation Schedule (as modified by the level mutual agreement of Buyer and Seller or as finally determined by the Independent Firm) and not to take (and to cause their respective Affiliates not to take) any itemposition inconsistent therewith in any Tax Return, deemed unless required to do so by Applicable Law or with prior written consent of the other Parties. If any Governmental Authority disputes the allocation contained in the final Allocation Schedule, the Party receiving notice thereof shall promptly notify the other Parties of such dispute. (h) Any overpayments of estimated Taxes, refunds or credits in lieu of refunds of Taxes set forth on Schedule 7.05(h), plus any interest attributable thereto, that are received by Buyer (or its Affiliates) or any Target Company, or to which Buyer (or its Affiliates) or a Target Company become entitled, shall be for the account of the Seller, and Buyer shall pay (or cause to be paid) to Seller (in immediately available funds) any such overpayment, refund or the amount of such credit, reduced by any Taxes for or other reasonable out-of-pocket costs incurred by Buyer or any Target Company in connection with obtaining such refunds, within ten (10) Business Days after receipt or entitlement thereto (or utilization thereof). For purposes of this Section 7.05(h), a Target Company shall be deemed to have received a refund or credit of Taxes to the entire extent that the Target Company elects to apply such refund or credit, which it would otherwise would have been entitled to receive, to offset or reduce Taxes relating to any period (oror portion thereof) beginning after the Closing Date. Buyer shall, and shall cause the Target Company, to cooperate with Seller in obtaining any such refunds and credits under this Section 7.05(h). To the case extent that an amount of a refund or credit paid to Seller pursuant to this Section 7.05(h) is subsequently disallowed or required to be returned to the relevant Tax Authority, Seller shall promptly repay to Buyer such amount, together with any interest, penalties or other additional amounts imposed by such Tax Authority. (i) Seller and Buyer agree to treat any payments made under Section 2.05 as an adjustment to the Final Adjusted Purchase Price for all purposes, including Tax purposes (to the extent permitted by Applicable Law). (j) Buyer shall control at its sole discretion and expense all Tax Contests of the Target Companies for Pre-Closing Periods and Straddle Periods other than any Tax Contests with respect to Taxes paid or Tax Returns filed on an affiliated, consolidated, combined or unitary basis with Seller or with at least one Affiliate of Seller that is not a Target Company (which shall be controlled by Seller at its sole discretion and expense). The controlling party shall timely pay or cause to be timely paid all Taxes required to be paid with respect to the final resolution of such Taxes determined on an arrears basis, the amount Tax Contest. (k) Neither Buyer nor any of such Taxes for the immediately preceding periodits Affiliates will make or cause to be made any election under subsection 256(9) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the close of the Closing Date and Income Tax Act (Canada) (or any counterpart provision of any applicable corresponding Canadian provincial or territorial Tax legislation) with respect to acquisition of control of any Target Company that occurs as a result of the denominator acquisition of which is the number of calendar days in the entire periodShares by Buyer pursuant to this Agreement.

Agreements Regarding Tax Matters. (a) After the Closing, the Company on one hand and the Buyer on the other hand Each Party shall (i) will promptly inform the other party in writing of any notice that it receives of any audit, investigation, request for documents or information related to Taxes that reasonably could be expected to affect the Tax liability of the other party, (ii) will each provide the other party with such assistance as may be reasonably be requested in connection with the preparation of any Tax Return, Return relating to an SG Acquired Subsidiary or the SG Acquired Assets or any audit or other examination by any taxing authority Tax Authority or judicial or administrative proceeding involving any Governmental Authority relating to liability for taxesTaxes, (iiiii) will each retain for a period of six years following the end of the calendar year in which the Closing occurs, or if longer, the period required by applicable Tax law, and upon reasonable request provide to the other party all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding or determination determination, and (iviii) will each provide the other party with a copy of any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of an SG Acquired Subsidiary or with respect to the other party SG Acquired Assets for any period. Without limiting the generality of the foregoing, each of the Company and the Buyer will Party shall retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), or if longer, the period required by applicable Tax law, copies of all Tax Returns, supporting work schedules and other records (including any other documents or information required to be retained in accordance with applicable Tax law) relating to tax Tax periods or portions thereof ending on or prior to the Closing DateDate that concern the SG Acquired Assets, the SG Acquired Subsidiaries or the SG Assumed Liabilities. (b) For all purposes under The Parties agree that the transactions contemplated by this Agreement involving constitute a disposition of a trade or business within the determination meaning of Section 41(f)(3) of the Code. The Parties will provide to each other upon request all information necessary to permit Xxxxx Corning to apply the provisions of Section 41(f)(3)(A) of the Code. (c) Xxxxx Corning shall timely prepare all Tax Returns with respect to the SG Acquired Subsidiaries for any Tax period beginning before and ending after the Closing Date (a “Straddle Period”) and all Tax Returns for any Tax period ending on or before the Closing Date (a “Pre-Closing Period”) that is to be filed after the Closing Date and, with the prior written consent of Saint-Gobain (which consent shall not be unreasonably withheld or delayed), shall file or cause to be filed such Tax Returns. Saint-Gobain acknowledges and agrees that Tax Returns prepared by Xxxxx Corning pursuant to this Section 6.05(c) may include, at the discretion of Xxxxx Corning, United States federal (and applicable state and local) Tax Returns of non-U.S. SG Acquired Subsidiaries for Pre-Closing Periods reflecting the election of a tax year for United States federal (and applicable state and local) Tax purposes that ends on the day prior to the Closing Date; provided (i) such elections do not require any such SG Acquired Subsidiaries to change their reporting period for any purposes other than United States tax purposes (including financial accounting and non-US tax purposes), (ii) Xxxxx Corning has reasonably determined that such elections are permitted under applicable law and (iii) such elections are not reasonably expected to materially increase the United States tax liability of any of the SG Acquired Subsidiaries or of Saint-Gobain or of any of their Affiliates. (d) Xxxxx Corning shall pay or cause to be paid all Taxes with respect to the SG Acquired Assets and the SG Acquired Subsidiaries shown as due on the Tax Returns filed for a Straddle Period or a Pre-Closing Period pursuant to Section 6.05(c); provided, that Saint-Gobain shall be liable for and shall reimburse Xxxxx Corning for any such Taxes attributable to the portion of such Straddle Period beginning before and ending as of the Closing Date or to a Pre-Closing Period (including Taxes resulting from the transactions contemplated by this Agreement and attributable to the SG Acquired Subsidiaries (except to the extent that such Taxes were taking into account as a liability in calculating the Adjusted Net Working Capital, the Adjusted Net Debt, or as provided in Section 6.05(k))). Any Taxes arising from or with respect to the SG Acquired Subsidiaries or the Business for a Straddle Period shall be apportioned between the Parties by allocating real and personal property taxes and any other ad valorem taxes between Parties based on the ratio of the number of days in the Straddle Period occurring before the Closing Date to the number of days in the Straddle Period occurring on or after the Closing Date and by assuming, with respect to all other Taxes, that SG Acquired Subsidiary or Business had a tax period that ended at the close of business on the day immediately prior to the Closing Date and closed its books as of that time. Xxxxx Corning shall reimburse Saint-Gobain for any such Taxes paid by Saint-Gobain for which Xxxxx Corning is liable pursuant to this Section 6.05(d). (e) Saint-Gobain shall be liable for, and shall hold harmless and indemnify Xxxxx Corning and its Subsidiaries (including the determination SG Acquired Subsidiaries) against, Taxes (and related Damages) imposed on Xxxxx Corning any of its Subsidiaries or the Company Taxes), in the case of Taxes SG Acquired Assets that are payable with respect attributable to any period that includes but does not end on the Closing Date, the portion of a Straddle Period beginning before or on and ending as of the Closing Date or to a Pre-Closing Period (excluding Taxes taken into account as a liability in calculating Adjusted Net Working Capital and Adjusted Net Debt and taking into account any such Tax that is allocable resulting actual refund or reduction in liability for Taxes imposed on Xxxxx Corning or any of its Subsidiaries attributable to the portion of the period Straddle Period beginning before and ending on the close as of the Closing Date or to a Pre-Closing Period, and except as provided in Section 6.05(k) and excluding Taxes (or increased amount of Taxes) which would not have arisen but for any change of methods of tax accounting, elections or other calculation principles effected after the Closing Date and effective for Tax period or portions thereof ending on or before the Closing Date (other than any such changes that are required by law)). For the avoidance of doubt, Saint-Gobain’s indemnification obligation under this Section 6.05(e) shall include any Taxes imposed as a result of a later audit or examination or required by law and shall not be subject to the Indemnity Caps or the Indemnity Threshold. (f) The following procedures shall apply with respect to any written claim with respect to Taxes made by any Governmental Authority or other Person that, if pursued successfully, could serve as the basis for a claim for indemnification of Xxxxx Corning or the SG Acquired Subsidiaries under this Agreement (a “Tax Claim”): (i) If any Governmental Authority or other Person asserts a Tax Claim, if the party hereto first receiving notice of such Tax Claim is Xxxxx Corning or the SG Acquired Subsidiaries, then Xxxxx Corning shall within 10 days of receipt provide written notice of such Tax Claim to the party hereunder that would be required to indemnify Xxxxx Corning hereunder in respect of such Tax (the “Tax Indemnifying Party”), and if the party hereto first receiving notice of such Tax Claim is the Tax Indemnifying Party, then such Tax Indemnifying Party shall promptly provide written notice of such Tax Claim to Xxxxx Corning. Such notice in each case shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Governmental Authority or other Person. (ii) Xxxxx Corning shall control the defense and prosecution of all Tax Claims. The Tax Indemnifying Party shall cooperate in good faith with Xxxxx Corning and its authorized representatives in order to contest effectively such Tax Claim. Xxxxx Corning shall inform the Tax Indemnifying Party of all developments and events relating to such Tax Claim (including providing to Tax Indemnifying Party copies of all written materials relating to such Tax Claim), and Tax Indemnifying Party or its authorized representatives shall be entitled, at the expense of Tax Indemnifying Party, to attend and participate in, but not control, all conferences, meetings and proceedings relating to such Tax Claim. Xxxxx Corning shall provide the Tax Indemnifying Party drafts of all written submissions relating to such Tax Claims in advance for comment and review. (iii) Xxxxx Corning shall not enter into any compromise or settlement of such Tax Claim that would result in any Tax detriment to the Tax Indemnifying Party without the consent of such party, such consent not to be unreasonably withheld or delayed; provided however that if in any case such consent is not granted, Xxxxx Corning may elect to enter into such compromise or settlement of such Tax Claim notwithstanding, if it obtains advice from an expert on taxation for the jurisdiction in question of national standing in the case of Taxes that are (x) based upon or related to income or receipts, or (y) employment, social security or other similar taxes, deemed equal relevant jurisdiction to the amount which would be payable if effect that the taxable year ended compromise or settlement is in the best interests of both Xxxxx Corning and the Tax Indemnifying Party. (g) Xxxxx Corning may at its own discretion make one or more elections under Section 338(g) of the Code with respect to the direct or indirect acquisition of any non-U.S. SG Acquired Subsidiaries. (h) Any refund of Income Taxes of any SG Acquired Subsidiary or the SG Acquired Assets for any period or portion thereof ending on the close of or before the Closing Date; , to the extent not included in the calculation of the Saint-Gobain Adjusted Net Working Capital Amount and not reflecting a Tax for which Xxxxx Corning is indemnifying Saint-Gobain pursuant to Section 6.05(k), shall be for the account of Saint-Gobain. Xxxxx Corning shall, or shall cause its Affiliates to, forward to Saint-Gobain any such refund within 10 days after such refund is received or applied against other Income Tax liability. Except as otherwise required by applicable law, the parties shall treat any payments under the preceding sentence as an adjustment to the price paid for the relevant SG Acquired Subsidiary or SG Acquired Asset. Xxxxx Corning shall promptly notify Saint-Gobain of any entitlement to any such refund or credit referred to above, and shall, if Saint-Gobain so requests and at Saint-Gobain’s expense, cause the relevant SG Acquired Subsidiary to file for and obtain any refund determined by Saint-Gobain to be due to Saint-Gobain. Xxxxx Corning shall permit Saint-Gobain to control at Saint-Gobain’s expense the prosecution of any such refund claimed, following procedures consistent with those provided for Tax Claims in Section 6.05(f). (i) Xxxxx Corning and Saint-Gobain agree to report all transactions regarding the SG Acquired Subsidiaries not in the ordinary course of business occurring on the Closing Date after Xxxxx Corning’s acquisition of the SG Acquired Subsidiaries on Xxxxx Corning’s or a Subsidiary’s federal income Tax return to the extent permitted by United States Treasury regulation Section 1.1502-76(b)(1)(ii)(B). (j) The Parties agree, to the extent permitted by law, to treat all indemnification payments made pursuant to this Agreement as adjustments to the Purchase Price for United States federal income and other applicable Tax purposes. (k) Notwithstanding the proviso to Section 6.05 (d) or Section 6.05 (e), Saint-Gobain and its Affiliates shall not be liable for, and Xxxxx Corning shall hold harmless and indemnify Saint-Gobain and its Affiliates on an after-Tax basis against, any Taxes and related Damages imposed on Vetrotex France SA or Vetrotex International SA that are attributable to the sale pursuant to Section 2.01 of this Agreement of (i) SG R&C Intellectual Property by Vetrotex France SA to a Purchasing Company and (ii) SG Acquired Subsidiaries by Vetrotex France SA and Vetrotex International SA as Subsidiary Transferors. In addition, Xxxxx Corning shall hold harmless and indemnify Saint-Gobain and its Affiliates, on an after-Tax basis, against any Incremental Taxes and related Damages; provided, in order to avoid double recovery, that Xxxxx Corning’s indemnification obligation under this sentence shall exclude any Taxes and related Damages indemnified by Xxxxx Corning pursuant to the case first sentence of this Section 6.05 (k). For the avoidance of doubt, Xxxxx Corning’s indemnification obligations under this Section 6.05 (k) shall include any Taxes imposed on or Incremental Taxes (and related Damages) arising as a periodic basis with respect result of a later audit or examination or required by law and shall not be subject to any assets or otherwise measured by the level of any item, deemed to be the amount of such Taxes (nor taken into account for the entire period calculation of) the Indemnity Caps or the Indemnity Threshold. (orl) Notwithstanding any other provision of this Agreement, in if there shall be any dispute, controversy or claim (a “Tax Dispute”) between the case of such Taxes determined Parties arising out of, relating to, or connected with this Section 6.05, the Parties shall use their best efforts to resolve the matter on an arrears basis, amicable basis and in a manner fair and equitable to the amount of such Taxes for the immediately preceding period) multiplied by Parties. If one Party notifies another Party that a fraction the numerator of which is the number of calendar days in the period ending on the close of the Closing Date Tax Dispute has arisen and the denominator of which is Parties are unable to resolve the number of calendar Tax Dispute within thirty (30) days from such notice, then the matter shall be referred to Deloitte & Touche for resolution. Thereafter, such Tax Dispute shall be resolved by Deloitte & Touche following procedures consistent with those set forth in the entire periodSection 3.04(a).

Agreements Regarding Tax Matters. (a) After The Seller will prepare and timely file all Tax Returns in respect of the Closing, Purchased Assets for all Tax periods ending on or prior to the Company on one hand Closing Date. The Buyer will prepare and timely file all other Tax Returns that are required to be filed in respect of the Purchased Assets. (b) The Seller and the Buyer on the will provide each other hand (i) will promptly inform the other party in writing of any notice that it receives of any audit, investigation, request for documents or information related to Taxes that reasonably could be expected to affect the Tax liability of the other party, (ii) will each provide the other party with such assistance and information relating to the Business and the Purchased Assets as may reasonably be requested in connection with the preparation of any Tax ReturnReturn or the performance of any audit, audit examination or any other examination Proceeding by any taxing authority or authority, whether conducted in a judicial or administrative proceeding relating to liability for taxesforum, (iii) and will each retain and provide to the other party all records and other information that which may be relevant to any such Tax Return, audit audit, examination or examination, proceeding or determination and (iv) will each provide the any other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party for any periodproceeding. Without limiting the generality of the foregoing, each of the Company Buyer and the Buyer Seller will retain, until for six years after the expiration of the applicable statutes of limitation (including any extensions thereof)Closing, copies of all Tax Returns, supporting work schedules and other records relating to tax periods the Business and the Purchased Assets for taxable periods, or ratable portions thereof of any taxable periods, ending on or prior to or including the Closing Date. (bc) For all purposes under this Agreement involving The Seller will exercise exclusive control over the handling, disposition and settlement of any inquiry, examination, or Proceeding by a Governmental Entity that could result in a determination of Taxes (including the determination of the Company Taxes), in the case of Taxes that are payable with respect to any period that includes but does not end on Taxes due or payable by the Closing Date, Buyer for which the portion Seller may be liable or against which the Seller may be required to indemnify the Buyer. The Buyer will notify the Seller or its Affiliates in writing promptly upon learning of any such inquiry, examination or Proceeding. The Buyer will cooperate with the Seller, as the Seller may reasonably request, in any such inquiry, examination or Proceeding. The Buyer will not extend the statute of limitations for any Tax that is allocable for which the Seller may be required to indemnify the portion of Buyer without the period ending on Seller's prior written consent. (d) If the close of the Closing Date shall be (i) in the case of Taxes that are (x) based upon or related to income or receipts, or (y) employment, social security or other similar taxes, deemed equal to the amount which would be payable if the taxable year ended on the close of the Closing Date; and (ii) in the case of Taxes imposed on Buyer receives a periodic basis refund with respect to any assets Taxes for which the Seller is wholly or otherwise measured by partially responsible under Section 2.3(b)(ii) hereof, the level of any itemBuyer will pay, deemed to be within 30 days following the amount receipt of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basisTax refund, the amount of such Tax refund attributable to the Seller. If the Seller receives a refund with respect to Taxes for which the immediately preceding periodBuyer is wholly or partially responsible under Section 2.3(a)(vi) multiplied hereof, the Seller will pay, within 30 days following the receipt of such Tax refund, the amount of such Tax refund attributable to the Buyer. (e) Neither Party will agree to settle any Tax liability or compromise any claim with respect to Taxes relating to the business of the Business, which settlement or compromise may affect the liability for Taxes hereunder (or right to Tax benefit) of the other Party, without the other Party's consent, which consent will not be unreasonably withheld or delayed. (f) The Buyer will pay all Taxes that are required to be paid in respect of any transfer, sales, use, recording, value-added or similar Taxes that may be imposed by reason of the sale, assignment, transfer and delivery of the Purchased Assets. The Buyer will timely file all Tax Returns required to be filed in connection with the payment of such Taxes. (g) The Buyer and the Seller acknowledge and agree that the Buyer constitutes a "successor employer" within the meaning of Code Section 3121(a)(1) and Code Section 3306(b)(1) and the regulations thereunder. Accordingly, the Buyer agrees to treat all wages paid to the Employees as paid by a fraction the numerator of which is the number of calendar days in the period ending on the close of the Closing Date successor employer for all federal and the denominator of which is the number of calendar days in the entire periodstate income tax and employment Tax purposes.

Agreements Regarding Tax Matters. (a) After To the Closingextent that any real and personal property Taxes are imposed on the Transferred Assets for a Straddle Period, such Taxes (to the Company on one hand extent not included in the Closing Net Working Capital) shall be prorated between the Seller Group and the Buyer on the other hand (i) will promptly inform the other party in writing of any notice that it receives of any audit, investigation, request for documents or information related Group pursuant to Taxes that reasonably could be expected to affect the Tax liability of the other party, (ii) will each provide the other party with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for taxes, (iii) will each retain and provide to the other party all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding or determination and (iv) will each provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party for any period. Without limiting the generality of the foregoing, each of the Company and the Buyer will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending on or prior to the Closing Date. (b) For all purposes under this Agreement involving the determination of Taxes (including the determination of the Company Taxes), in the case of Taxes that are payable with respect to any period that includes but does not end on the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the close of the Closing Date shall be (iSection 6.9(a) in the case of Taxes that are (x) based upon or related to income or receipts, or (y) employment, social security or other similar taxes, deemed equal following manner: the amount apportioned to the amount which would be payable if the taxable year ended on the close of the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to any assets or otherwise measured by the level of any item, deemed to Seller Group shall be the amount of such Taxes Tax for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the period portion of the Straddle Period ending on the close of the Closing Date and the denominator of which is the total number of calendar days in such Straddle Period; and the entire periodamount not apportioned to the Seller Group in the foregoing shall be apportioned to Buyer Group. If any such Tax was not included in the Closing Net Working Capital, the Seller Group shall pay its apportioned amount to the Buyer within thirty (30) days after receipt of the Tax bxxx for such Straddle Period. All refunds of real and personal property Taxes received with respect to the Transferred Assets apportioned to a Party pursuant to this Section 6.9(a) shall be the property of such Party, and any such refunds received by the other Party shall be remitted to the Party within ten (10) business days of receipt by such other Party. (b) Any applicable sales, use, transfer, stamp, stock transfer, real property transfer or similar Taxes that are, or become due and payable as a result of the Transactions (“Transfer Taxes”) will be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller. The Parties will timely cooperate with each other in minimizing the amount of any Transfer Taxes to the extent permitted by applicable Law (including the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes). To the extent permitted under subsection 167(1) of Part IX of the Canadian Excise Tax Act, section 75 of the Quebec Sales Tax Act, and any equivalent or corresponding provision under any applicable provincial or territorial legislation imposing a similar value added or multi-staged Tax, the applicable member of the Buyer Group and Bxxxxx Canada shall jointly elect that no Tax be payable with respect to the purchase and sale of Transferred Assets by Bxxxxx Canada under this Agreement. The applicable member of the Buyer Group and Bxxxxx Canada shall make such election(s) in prescribed form containing prescribed information and the applicable member of the Buyer Group shall, on a timely basis, file such election(s) in compliance with the requirements of the applicable legislation. Buyer shall indemnify and save harmless Bxxxxx Canada from and against any such Tax imposed on Bxxxxx Canada as a result of any failure or refusal by any Governmental Authority to accept any such election. (c) In accordance with the requirements of the Canadian Income Tax Act, the regulations thereunder, the administrative practice and policy of the Canada Revenue Agency and any applicable equivalent or corresponding provincial or territorial legislative, regulatory and administrative requirements, applicable member of the Buyer Group and Bxxxxx Canada shall make and file, in a timely manner a joint election(s) to have the rules in section 22 of the Canadian Income Tax Act, and any equivalent or corresponding provision under applicable provincial or territorial tax legislation, apply in respect of the debts of Bxxxxx Canada that are the subject of such election, and shall designate therein that portion of the Purchase Price and Assumed Liabilities allocated to such debts in accordance with the procedures set out in Section 2.3 of this Agreement as the consideration paid by the applicable member of the Buyer Group to Bxxxxx Canada. The applicable member of the Buyer Group and Bxxxxx Canada shall prepare and file their respective Income Tax Returns in a manner consistent with such election. (d) In accordance with the requirements of the Canadian Income Tax Act, the regulations thereunder, the administrative practice and policy of the Canada Revenue Agency and any applicable equivalent or corresponding provincial or territorial legislative, regulatory and administrative requirements, the applicable member of the Buyer Group and Bxxxxx Canada shall make and file, in a timely manner a joint election(s) to have the rules in subsection 20(24) of the Canadian Income Tax Act, and any equivalent or corresponding provision under applicable provincial or territorial Tax legislation, apply to the obligations of Bxxxxx Canada in respect of undertakings which arise from the operation of the Business and to which paragraph 12(1)(a) of the Canadian Income Tax Act applies. Buyer and Bxxxxx Canada acknowledge that Bxxxxx Canada is transferring assets to the applicable member of the Buyer Group which have a value equal to the elected amount as consideration for the assumption by the applicable member of the Buyer Group of such obligations of Bxxxxx Canada. The applicable member of the Buyer Group and Bxxxxx Canada shall prepare and file their respective Income Tax Returns in a manner consistent with such election.

Agreements Regarding Tax Matters. (a) After the Closing, Seller, on the Company on one hand hand, and the Buyer Buyer, on the other hand hand, (i) will promptly inform the other party Party in writing of any notice that it receives of any audit, investigation, request for documents or information related to Taxes that reasonably could be expected to affect the Tax liability of the other partyParty, (ii) will each provide the other party with Party, at the other Party’s expense, such assistance as may reasonably be requested in connection with the preparation of any Tax Return, audit or other examination by any taxing authority Governmental Authority relating to Taxes or judicial or administrative proceeding any Proceeding relating to liability for taxesTaxes, (iii) will each retain and and, at the other Party’s expense, provide to the other party Party all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding Proceeding or determination and (iv) will each provide the other party Party with any final determination of any such audit or examination, proceeding Proceeding or determination that affects any amount required to be shown on any Tax Return of the other party Party for any period. Without limiting the generality of the foregoing, each of the Company and the Buyer Seller will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), copies of all Tax Returns, supporting work schedules and other records relating to tax Tax periods or portions thereof of Seller ending on or prior to the Closing Date. (b) For all purposes under this Agreement involving the determination of Taxes (including the determination of the Company Seller Taxes), in the case of Taxes that are payable with respect to any period that includes but does not end on the Closing DateDate (each, a “Straddle Period”), the portion of any such Tax that is allocable to the portion of the period ending on the close of the Closing Date shall be (i) in the case of Taxes that are (x) based upon or related to income or receipts, or (y) imposed in connection with the sale or other transfer or assignment of property (real or personal, tangible or intangible), or (z) employment, payroll, social security or other similar taxesTaxes, deemed equal to the amount which would be payable if the taxable year ended on the close of the Closing Date; and (ii) in the case of property, ad valorem, and other similar Taxes imposed on a an annual or periodic basis with respect to any assets or otherwise measured by the level of any itemassets, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the close of the Closing Date and the denominator of which is the number of calendar days in the entire period. (c) All transfer, documentary, sales, use, registration, licensing, stamp and other such Taxes and fees (including any penalties and interest thereon) incurred in connection with the transactions contemplated by this Agreement (together, “Transfer Taxes”) shall be timely paid by Seller, as applicable, when due. The party responsible under applicable Law shall file all necessary Tax Returns and other documentation with respect to all Transfer Taxes, and if required by applicable Law, Seller and Buyer shall, and shall cause their respective Affiliates to (if applicable), join in the execution of any such Tax Returns and other documentation. The third-party expenses of preparing and filing such returns and documentation shall be paid by Seller, which shall be an Excluded Liability. (d) Seller and Buyer will reasonably cooperate to treat Buyer as a “successor employer” and Seller as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to employees of Seller who are employed by Xxxxx immediately following the Closing for purposes of Taxes imposed under the Federal Unemployment Tax Act or the Federal Insurance Contributions Act and corresponding state statutes. Seller shall prepare and deliver an IRS Form W-2 for each its employees for all periods prior to the Effective Date.

Agreements Regarding Tax Matters. (a) After the Closing, the Company on one hand The Seller and the Buyer on the other hand (i) will promptly inform the other party in writing of any notice that it receives of any audit, investigation, request for documents or information related to Taxes that reasonably could be expected to affect the Tax liability of the other party, (ii) Purchaser will each provide the other party with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for taxesTaxes of or pertaining to the Division, (iii) will each retain and provide to the other party all records and other information of or pertaining to the Division that may be relevant to any such Tax Return, audit or examination, proceeding or determination and (iv) will each provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party for any period. Without limiting the generality of the foregoing, each of the Company Purchaser and the Buyer Seller will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), ) copies of all Tax Returns, supporting work schedules and other records relating to tax Tax periods or portions thereof of or pertaining to the Division ending on or prior to the Closing Date. (b) For The Seller and the Purchaser agree that the Purchaser has purchased substantially all purposes under of the property used in the Division and that in connection therewith the Purchaser will employ individuals who immediately before the Closing Date were employed in such trade or business by the Seller. Accordingly, pursuant to Rev. Proc. 96-60, 1996-2 C.B. 399, provided that the Seller timely makes available to the Purchaser all necessary payroll records for the calendar year that includes the Closing Date, the Purchaser will furnish a Form W-2 to each employee employed by the Purchaser who had been employed by the Seller, disclosing all wages and other compensation paid for such calendar year, and Taxes withheld therefrom, and the Seller will be relieved of the responsibility to do so. (c) Seller and Purchaser agree that the transaction contemplated by this Agreement involving constitutes a sale of a trade or business within the determination meaning of Code Section 41(f)(3). Seller agrees to provide Purchaser upon request with the information necessary to permit Purchaser to timely apply the provisions of Code Section 41(f)(3). (d) Subject to Section 12.2, the Seller will be liable for and pay to the Purchaser, and pursuant to Section 10 will indemnify the Purchaser against, all Taxes (including whether assessed or unassessed) applicable to the determination of Division, the Company Taxes)Purchased Assets and the Assumed Liabilities, in each case attributable to taxable years or periods ending on or prior to the case of Taxes that are payable Closing Date and, with respect to any period Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. The Purchaser will be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the Division, the Purchased Assets and the Assumed Liabilities that includes but does are attributable to taxable years or periods beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning on and after the Closing Date; provided, that the Purchaser will not end be liable for any Taxes for which the Seller is liable under this Agreement. For purposes of this Section 7.4, any Straddle Period will be treated on a "closing of the books" basis as two partial periods, one ending on the day prior to the Closing Date and the other beginning on the Closing Date, the portion of any except that Taxes (such Tax that is allocable to the portion of the period ending on the close of the Closing Date shall be (ias property Taxes) in the case of Taxes that are (x) based upon or related to income or receipts, or (y) employment, social security or other similar taxes, deemed equal to the amount which would be payable if the taxable year ended on the close of the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis will be allocated on a daily basis. The Purchaser will timely prepare and file, or cause to be timely prepared and filed, when due, all Tax Returns that are required with respect to any assets the Division for all Straddle Periods. (e) The Purchaser agrees to timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise measured by reduce), or file Tax Returns with respect to, such Taxes. (f) The Seller or the level of any itemPurchaser, deemed to be the amount of such Taxes for the entire period (or, in as the case of such Taxes determined on an arrears basismay be, the amount of such Taxes for the immediately preceding period) multiplied will reimburse any Tax paid by one party, all or a fraction the numerator portion of which is the number of calendar days in the period ending on the close responsibility of the Closing Date other party in accordance with the terms of this Section 7.4. Within a reasonable time prior to the payment of any said Tax, the party paying such Tax will give notice to the other party of the Tax payable and the denominator of portion which is the number liability of calendar days each party, although failure to do so will not relieve the other party from its liability hereunder. In the event any taxing authority mistakenly delivers to or otherwise credits Purchaser with a refund of any Tax relating to Taxes paid or arising in periods prior to the entire periodClosing Date, Purchaser will promptly negotiate such refund to Seller or pay an amount to Seller equal to such credit, as the case may be. (g) Notwithstanding anything to the contrary in this Agreement, the obligations of the parties set forth in this Section 7.4 will be unconditional and absolute and shall remain in effect without limitation as to time.

Agreements Regarding Tax Matters. (a) After the Closing, Sellers, on the Company on one hand hand, and the Buyer Buyer, on the other hand hand, (i) will promptly inform the other party Party in writing of any notice that he, she or it receives of any audit, investigation, request for documents or information related to Taxes that reasonably could be expected to affect the Tax liability of the other partyParty; provided, however, that any failure to provide such notice shall not affect the indemnification obligations of any Party under Article 5 except to the extent such Party is materially prejudiced by such failure, (ii) will each provide the other party Party, at the other Party’s expense, with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding Proceeding relating to liability for taxesTaxes, (iii) will each retain and and, at the other Party’s expense, provide to the other party Party all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding Proceeding or determination and (iv) will each provide the other party Party with any final determination of any such audit or examination, proceeding Proceeding or determination that affects any amount required to be shown on any Tax Return of the other party Party for any period. Without limiting the generality of the foregoing, each of the Company and the Buyer Sellers will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof of Seller ending on or prior to the Closing Date. Any information obtained under this Section 7.4 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other Proceeding. (b) Sellers and Buyer agree to treat all payments under this Agreement made either to or for the benefit of the other following the Closing Date pursuant to this Agreement (including any payments made under any indemnity provisions of this Agreement) as adjustments to the Purchase Price for all Tax purposes, and that such treatment shall govern for purposes hereof except as otherwise required by applicable law. (c) For all purposes under this Agreement involving the determination of Taxes (including the determination of the Company Seller Taxes), in the case of Taxes that are payable with respect to any period that includes but does not end on the Closing DateStraddle Period, the portion of any such Tax that is allocable to the portion of the period Straddle Period ending on the close of the Closing Date shall be (i) in the case of Taxes that are (x) based upon or related to income or receipts, or (y) employment, social security or other similar taxes, deemed equal to the amount which would be payable if the taxable year ended on the close of the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to any assets or otherwise measured by the level of any itemitem (without regard for income, gross receipts, payroll, sales or use), deemed to be the amount of such Taxes for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the such taxable period ending on the close of the Closing Date and the denominator of which is the number of calendar days in such entire taxable period, and (ii) in the entire periodcase of income, gross receipts, payroll, sales or use and all other Taxes, deemed equal to the amount which would be payable if the taxable period ended on the close of the Closing Date. (d) Sellers shall pay all Transfer Taxes when due and shall, at its own expense timely file all Tax Returns and other documentation required to be filed in connection with the payment of such Transfer Taxes (and Sellers shall be responsible for all penalties and interest related to a late filing or error in filing related to such Tax Returns). Any party required by applicable Law to file or to join in the execution of any Tax Returns or other documentation with respect to such Taxes shall do so. The applicable Parties shall cooperate in filing such forms and documents as may be necessary to permit any such Transfer Tax to be assessed and paid on or prior to the Closing Date in accordance with any available pre-sale filing procedure, and to apply for an d/or obtain any exemption or refund of any such Transfer Tax. Each Party shall use its commercially reasonable efforts to minimize the amount of such Transfer Taxes.

Agreements Regarding Tax Matters. (a) After To the Closingextent that any real and personal property Taxes are imposed on the Transferred Assets for a Straddle Period, such Taxes (to the Company on one hand extent not included in the Closing Net Working Capital) shall be prorated between the Seller Group and the Buyer on the other hand (i) will promptly inform the other party in writing of any notice that it receives of any audit, investigation, request for documents or information related Group pursuant to Taxes that reasonably could be expected to affect the Tax liability of the other party, (ii) will each provide the other party with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for taxes, (iii) will each retain and provide to the other party all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding or determination and (iv) will each provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party for any period. Without limiting the generality of the foregoing, each of the Company and the Buyer will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending on or prior to the Closing Date. (b) For all purposes under this Agreement involving the determination of Taxes (including the determination of the Company Taxes), in the case of Taxes that are payable with respect to any period that includes but does not end on the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the close of the Closing Date shall be (iSection 6.9(a) in the case of Taxes that are (x) based upon or related to income or receipts, or (y) employment, social security or other similar taxes, deemed equal following manner: the amount apportioned to the amount which would be payable if the taxable year ended on the close of the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to any assets or otherwise measured by the level of any item, deemed to Seller Group shall be the amount of such Taxes Tax for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the period portion of the Straddle Period ending on the close of the Closing Date and the denominator of which is the total number of calendar days in such Straddle Period; and the entire periodamount not apportioned to the Seller Group in the foregoing shall be apportioned to Buyer Group. If any such Tax was not included in the Closing Net Working Capital, the Seller Group shall pay its apportioned amount to the Buyer within thirty (30) days after receipt of the Tax xxxx for such Straddle Period. All refunds of real and personal property Taxes received with respect to the Transferred Assets apportioned to a Party pursuant to this Section 6.9(a) shall be the property of such Party, and any such refunds received by the other Party shall be remitted to the Party within ten (10) business days of receipt by such other Party. (b) Any applicable sales, use, transfer, stamp, stock transfer, real property transfer or similar Taxes that are, or become due and payable as a result of the Transactions (“Transfer Taxes”) will be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller. The Parties will timely cooperate with each other in minimizing the amount of any Transfer Taxes to the extent permitted by applicable Law (including the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes). To the extent permitted under subsection 167(1) of Part IX of the Canadian Excise Tax Act, section 75 of the Quebec Sales Tax Act, and any equivalent or corresponding provision under any applicable provincial or territorial legislation imposing a similar value added or multi-staged Tax, the applicable member of the Buyer Group and Xxxxxx Canada shall jointly elect that no Tax be payable with respect to the purchase and sale of Transferred Assets by Xxxxxx Canada under this Agreement. The applicable member of the Buyer Group and Xxxxxx Canada shall make such election(s) in prescribed form containing prescribed information and the applicable member of the Buyer Group shall, on a timely basis, file such election(s) in compliance with the requirements of the applicable legislation. Buyer shall indemnify and save harmless Xxxxxx Canada from and against any such Tax imposed on Xxxxxx Canada as a result of any failure or refusal by any Governmental Authority to accept any such election. (c) In accordance with the requirements of the Canadian Income Tax Act, the regulations thereunder, the administrative practice and policy of the Canada Revenue Agency and any applicable equivalent or corresponding provincial or territorial legislative, regulatory and administrative requirements, applicable member of the Buyer Group and Xxxxxx Canada shall make and file, in a timely manner a joint election(s) to have the rules in section 22 of the Canadian Income Tax Act, and any equivalent or corresponding provision under applicable provincial or territorial tax legislation, apply in respect of the debts of Xxxxxx Canada that are the subject of such election, and shall designate therein that portion of the Purchase Price and Assumed Liabilities allocated to such debts in accordance with the procedures set out in Section 2.3 of this Agreement as the consideration paid by the applicable member of the Buyer Group to Xxxxxx Canada. The applicable member of the Buyer Group and Xxxxxx Canada shall prepare and file their respective Income Tax Returns in a manner consistent with such election. (d) In accordance with the requirements of the Canadian Income Tax Act, the regulations thereunder, the administrative practice and policy of the Canada Revenue Agency and any applicable equivalent or corresponding provincial or territorial legislative, regulatory and administrative requirements, the applicable member of the Buyer Group and Xxxxxx Canada shall make and file, in a timely manner a joint election(s) to have the rules in subsection 20(24) of the Canadian Income Tax Act, and any equivalent or corresponding provision under applicable provincial or territorial Tax legislation, apply to the obligations of Xxxxxx Canada in respect of undertakings which arise from the operation of the Business and to which paragraph 12(1)(a) of the Canadian Income Tax Act applies. Buyer and Xxxxxx Canada acknowledge that Xxxxxx Canada is transferring assets to the applicable member of the Buyer Group which have a value equal to the elected amount as consideration for the assumption by the applicable member of the Buyer Group of such obligations of Xxxxxx Canada. The applicable member of the Buyer Group and Xxxxxx Canada shall prepare and file their respective Income Tax Returns in a manner consistent with such election.

Agreements Regarding Tax Matters. (a) After the Closing, the Company on one hand and the Buyer on the other hand (i) will promptly inform the other party in writing of any notice that it receives of any audit, investigation, request for documents or information related to Taxes that reasonably could be expected to affect the Tax liability Each of the other partySellers will provide to each of the Buyers, (ii) and each of the Buyers will provide to each provide of the other party with Sellers, such assistance as may reasonably be requested in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for taxesany Tax of, (iii) or pertaining to, the Diagnostics Business. Each of the Sellers will each retain and provide to each of the other party Buyers, and each of the Buyers will retain and provide to each of the Sellers, all records and other information of or pertaining to the Diagnostics Business that may be relevant to any such Tax Return, audit or examination, proceeding or determination and (iv) will each provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party for any period. Without limiting the generality of the foregoing, each of the Company Sellers and the Buyer Buyers will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), ) copies of all Tax Returns, supporting work schedules and other records pertaining to the Diagnostics Business and relating to tax Tax periods or portions thereof ending on or prior to the Closing Date. (b) For all purposes under The Sellers and the Buyers agree that the transaction contemplated by this Agreement involving shall not constitute a sale of a trade or business within the determination meaning of Code Section 41(f)(3). (c) Subject to Section 14.1, the Sellers will be liable for, and pursuant to Article 12 will indemnify the Buyers against, all Taxes of Seller (including whether assessed or unassessed, and for all periods), and all taxes applicable to the determination Acquired Assets that are attributable to a taxable period or portion thereof ending on or prior to the Closing Date. (d) Notwithstanding any other provision of this Agreement to the contrary and consistent with Section 14.1, all state and local sales and use Taxes incurred in connection with the purchase and sale of the Company Taxes)Acquired Assets contemplated by this Agreement shall be borne by the Sellers, in and the case of Taxes that are payable Sellers shall prepare and file all necessary Tax Returns and other documentation with respect to those Taxes and timely pay those Taxes other than any period that includes but does not end on tax liabilities included in the Closing DateAssumed Liabilities. If required by applicable law, the portion Buyers will join in the execution of any such Tax that is allocable to the portion of the period ending on the close of the Closing Date tax return. The Sellers shall be (i) in the case of Taxes that are (x) based upon or related to income or receiptshave exclusive control over any audit, litigation, or (y) employment, social security or other similar taxes, deemed equal proceeding relating to such Taxes. The Buyers agree to cooperate with the amount which would be payable if Sellers to minimize the taxable year ended on the close of the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to any assets or otherwise measured by the level of any item, deemed to be the amount amounts of such Taxes for in accordance with applicable law. (e) Notwithstanding anything to the entire period (or, contrary in the case of such Taxes determined on an arrears basisthis Agreement, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the close obligations of the Closing Date parties set forth in this Section 9.4 will be unconditional and the denominator of which is the number of calendar days absolute and shall remain in the entire periodeffect without limitation as to time.

Agreements Regarding Tax Matters. (a) After the Closing, Seller Parties, on the Company on one hand hand, and the Buyer Buyer, on the other hand hand, (i) will promptly inform the other party Party in writing of any notice that he, she or it receives of any audit, investigation, request for documents or information related to Taxes that reasonably could be expected to affect the Tax liability of the other partyParty, (ii) will each provide the other party Party, at the other Party’s expense, with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding Proceeding relating to liability for taxesTaxes, (iii) will each retain and and, at the other Party’s expense, provide to the other party Party all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding or determination and (iv) will each provide the other party Party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party Party for any period. Without limiting the generality of the foregoing, each of the Company Seller Parties and the Buyer will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof of Seller ending on or prior to the Closing Date. (b) For all purposes under this Agreement involving the determination of Taxes (including the determination of the Company Seller Taxes), in the case of Taxes that are payable with respect to any Taxable period that includes but does not end on the Closing Date, the portion of any such Tax that is allocable to the portion of the such Taxable period ending on the close of the Closing Date shall be (i) in the case of Taxes that are (x) based upon or related to income or receipts, or (y) employment, social security or other similar taxes, deemed equal to the amount which would be payable if the taxable year ended on the close of the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to any assets or otherwise measured by the level of any itemitem (without regard for income, gross receipts, payroll, sales or use), deemed to be the amount of such Taxes for the entire Taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Taxable period ending on the close of the Closing Date and the denominator of which is the number of calendar days in the entire Taxable period, and (ii) in the case of income, gross receipts, sales, use and all other Taxes, deemed equal to the amount which would be payable if the Taxable period ended at the Closing. (c) All Transfer Taxes shall be paid one-half by Seller and one-half by Buyer when due. The responsible party shall timely file or caused to be filed all necessary documents (including all Tax Returns) with respect to such Transfer Taxes. If a party makes a payment for which it is entitled to reimbursement under this Section 7.2(c) from the other party, such other party shall reimburse the paying party promptly but in no event later than ten (10) Business Days after the presentation of a statement setting forth the amount of reimbursement to which the paying party is entitled. Buyer and Seller will use their commercially reasonable efforts to minimize any Transfer Taxes, including the transfer via electronic transmission of all assets capable of being so transmitted.