Common use of Agreements Regarding Tax Matters Clause in Contracts

Agreements Regarding Tax Matters. (a) Seller shall be solely responsible for, and shall promptly and timely pay: (i) all federal, state and local income taxes, which may be imposed on, assessed against, or otherwise be due and payable by the Company and/or the Subsidiaries with respect to Pre-Closing Periods; (ii) all sales/use and/or employment taxes (including, as part thereof, any withholding obligations with respect to compensation paid to its officers and/or employees), which may be imposed on, assessed against, or otherwise be due and payable by the Company and/or the Subsidiaries with respect to Pre-Closing Periods and which are not disclosed on Schedule 6.3 attached hereto (as to the amount and the taxing authority to which the amounts are due and payable); (iii) all Taxes imposed as a result of the Section 338(h)(10) election described above in Article 5 ; and (iv) any federal and state income taxes imposed on the Company or any of the Subsidiaries because they were members of any affiliated group filing a Tax Return on a consolidated, combined or unitary basis for a Pre-Closing Period. (b) The Company and the Subsidiaries shall be solely responsible for all Taxes imposed on them for any Pre-Closing or Post-Closing Period, other than those Taxes which Seller is responsible to pay, and has agreed to promptly and timely pay, under Section 6.3(a) above and Section 6.3(i) below. (c) Seller shall timely prepare and file all federal and state income Tax Returns of, or consolidated, combined or unitary federal and state income tax returns which include, the Company and the Subsidiaries for any Pre-Closing Period, and Seller shall timely pay all federal and state income taxes shown as due on such Tax Returns. Seller shall have the sole right to amend and/or file refund claims with respect to any Tax Return described in the preceding sentence, provided, that any refunds of federal, state or local income taxes shall be for the sole benefit of, and thus retained by, the Seller, while any refunds of Taxes other than federal, state and local income taxes shall be received by Seller in trust for the Company, and shall be paid by Seller to the Company within ten (10) days of the date the same is received by Seller. (d) Purchaser shall prepare and file, or cause the Company to prepare and file, all Tax Returns for the Company or the Subsidiaries for any period that includes the Closing Date for all taxes other than those Tax Returns, which Seller is required to prepare relating to federal, state and local income Taxes. Seller shall promptly pay or provide funds to the Company or its subsidiaries (after having been given notice) for all Taxes for which Seller is responsible under Section 6.3(a). (i) Seller will retain all income Tax Returns for states which recognize the Section 338(h)(10) Election, along with supporting work papers and other related records for the Company and the Subsidiaries for all Pre-Closing Periods for a period of seven (7) years following the Closing; (ii) the Company shall retain all non-income Tax Returns, along with supporting work papers and other related records for the Company and the Subsidiaries for a period of seven (7) years following the Closing; and (iii) Seller shall be entitled to copies, at its cost and expense, of all non-income Tax Returns, supporting work schedules or other records retained by the Company under this Section 6.3(e), provided the request is made before the end of the period the records, etc. are required to be retained. (f) Purchaser and/or the Company shall promptly notify Seller in writing as soon as it becomes aware of any audit, administrative or judicial proceeding involving the Company or any of the Subsidiaries that relates to any Pre-Closing Period Tax Return (a "Tax Controversy") for which Seller has sole liability pursuant to this Section 6.3. Seller shall have the absolute right to control the conduct of any such Tax Controversy. (g) Seller and Purchaser will provide each other with such assistance and information relating to the Company or any of the Subsidiaries as may reasonably be requested in connection with a party's preparation or review of any Tax Returns, or participation in any Tax Controversy, and will each retain and provide to the other party all records and other information which may be relevant thereto which they may have in their possession and/or control at the time the request is made. (h) Neither Purchaser nor Seller will settle any Tax liability or compromise any Tax claim relating to the Company or the Subsidiaries, which 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. (i) Purchaser and Seller will each be responsible for fifty percent of any transfer, sales use and other Taxes due in connection with the purchase of the Shares; provided, however, that Seller shall be responsible for any federal, state or local income taxes resulting or arising by reason of the Section 338(h)(10) election to be filed pursuant to Section 5.1 hereof. (j) Seller, Purchaser, the Company and the Subsidiaries shall comply with all requirements of Section 5.1 as may occur after Closing.

Agreements Regarding Tax Matters. (a) The Seller shall be solely responsible for, and shall promptly and timely pay: (i) all federal, state and local income taxes, which may be imposed on, assessed against, or otherwise be due and payable by the Company and/or the Subsidiaries with respect to Pre-Closing Periods; (ii) all sales/use and/or employment taxes (including, as part thereof, any withholding obligations with respect to compensation paid to its officers and/or employees), which may be imposed on, assessed against, or otherwise be due and payable by the Company and/or the Subsidiaries with respect to Pre-Closing Periods and which are not disclosed on Schedule 6.3 attached hereto (as to the amount and the taxing authority to which the amounts are due and payable); (iii) all Taxes imposed as a result of the Section 338(h)(10) election described above in Article 5 ; and (iv) any federal and state income taxes imposed on the Company or any of the Subsidiaries because they were members of any affiliated group filing a Tax Return on a consolidated, combined or unitary basis for a Pre-Closing Period. (b) The Company and the Subsidiaries shall be solely responsible for all Taxes imposed on them for any Pre-Closing or Post-Closing Period, other than those Taxes which Seller is responsible to pay, and has agreed to promptly and timely pay, under Section 6.3(a) above and Section 6.3(i) below. (c) Seller shall timely prepare and file all federal and state income Tax Returns of, or consolidated, combined or unitary federal and state income tax returns which include, the Company and the Subsidiaries for any Pre-Closing Period, and Seller shall timely pay all federal and state income taxes shown as due on such Tax Returns. Seller shall have the sole right to amend and/or file refund claims with respect to any Tax Return described in the preceding sentence, provided, that any refunds of federal, state or local income taxes shall be for the sole benefit of, and thus retained by, the Seller, while any refunds of Taxes other than federal, state and local income taxes shall be received by Seller in trust for the Company, and shall be paid by Seller to the Company within ten (10) days of the date the same is received by Seller. (d) Purchaser shall prepare and file, or cause the Company to prepare and file, all Tax Returns for the Company or the Subsidiaries for any period that includes the Closing Date for all taxes other than those Tax Returns, which Seller is required to prepare relating to federal, state and local income Taxes. Seller shall promptly pay or provide funds to the Company or its subsidiaries (after having been given notice) for all Taxes for which Seller is responsible under Section 6.3(a). (i) Seller will retain all income Tax Returns for states which recognize the Section 338(h)(10) Election, along with supporting work papers and other related records for the Company and the Subsidiaries for all Pre-Closing Periods for a period of seven (7) years following the Closing; (ii) the Company shall retain all non-income Tax Returns, along with supporting work papers and other related records for the Company and the Subsidiaries for a period of seven (7) years following the Closing; and (iii) Seller shall be entitled to copies, at its cost and expense, of all non-income Tax Returns, supporting work schedules or other records retained by the Company under this Section 6.3(e), provided the request is made before the end of the period the records, etc. are required to be retained. (f) Purchaser and/or the Company shall promptly notify Seller in writing as soon as it becomes aware of any audit, administrative or judicial proceeding involving the Company or any of the Subsidiaries that relates to any Pre-Closing Period Tax Return (a "Tax Controversy") for which Seller has sole liability pursuant to this Section 6.3. Seller shall have the absolute right to control the conduct of any such Tax Controversy. (g) Seller and Purchaser will provide each other with such assistance and information relating to the Company or any of Business and the Subsidiaries Purchased Assets as may reasonably be requested in connection with a party's the preparation or review of any Tax ReturnsReturn, audit or participation in other examination by any Tax Controversytaxing authority or judicial or administrative proceeding relating to liability for Taxes, and will each retain and provide to the other party all records and other information which may be relevant thereto which they may have in their possession and/or control at to any such Tax Return, audit or examination, proceeding or determination. Without limiting the time generality of the request is madeforegoing, each of the Purchaser and the Seller will retain, until the expiration of the applicable statute of limitation (including any extensions thereof) copies of all Tax Returns, supporting work schedules and other records relating to the Business and the Purchased Assets for tax periods or portions thereof ending prior to or on the Closing Date. (hb) Neither The Seller and the Purchaser nor agree that the transactions contemplated by this Agreement constitute a sale of a trade or business within the meaning of Section 41(f)(3) of the Code and the regulations thereunder. The Seller agrees to provide the Purchaser upon request with the information necessary to permit the Purchaser to apply the provisions of Section 41(f)(3) of the Code. (c) If, prior to the Closing, the Seller has paid any Tax relating to any Purchased Asset for any taxable period that includes (but does not end on) the Closing Date, Purchaser will reimburse the Seller for such payment on a pro rata basis determined by the number of days in such taxable period beginning on and after the Closing Date divided by the total number of days in such taxable period. If, after the Closing, the Purchaser pays any Tax relating to any Purchased Asset for any taxable period that includes (but does not end on) the Closing Date, the Seller will reimburse the Purchaser for such payment on a pro rata basis determined by the number of days in such taxable period prior to (but not including) the Closing Date divided by the total number of days in such taxable period. The Seller will exercise exclusive control over the handling, disposition and settlement of any governmental inquiry, examination, or proceeding that could result in a determination with respect to Taxes due or payable by the Purchaser for which the Seller may be liable or against which the Seller may be required to indemnify the Purchaser. The Purchaser will notify the Seller in writing promptly upon learning of any such inquiry, examination or proceeding. The Purchaser will cooperate with the Seller, as the Seller may reasonably request, in any such inquiry, examination or proceeding. The Purchaser will not extend the statute of limitations for any Tax for which the Seller may be required to indemnify the Purchaser without the Seller's permission. (d) If the Purchaser receives a refund with respect to Taxes arising in a period prior to the Closing Date, the Purchaser will pay, within 30 days following the receipt of such Tax refund, the amount of such Tax refund to the Seller. (e) The Purchaser and the Seller will not agree to settle any Tax liability or compromise any Tax claim relating with respect to the Company Taxes which settlement or the Subsidiaries, which compromise may affect the liability for Taxes hereunder (or right to Tax tax benefit) of the other party, without the such other party's consent, which consent will not be unreasonably withheld or delayed. (i) Purchaser and Seller will each be responsible for fifty percent of any transfer, sales use and other Taxes due in connection with the purchase of the Shares; provided, however, that Seller shall be responsible for any federal, state or local income taxes resulting or arising by reason of the Section 338(h)(10) election to be filed pursuant to Section 5.1 hereof. (j) Seller, Purchaser, the Company and the Subsidiaries shall comply with all requirements of Section 5.1 as may occur after Closing.

Agreements Regarding Tax Matters. (a) Seller Sellers and Buyer shall be solely responsible for, and shall promptly and timely pay: each (i) all federal, state and local income taxes, which provide the other with such assistance as may be imposed onreasonably requested in connection with the preparation of any Tax Return or any audit or other examination by any Tax Authority or proceeding involving any Governmental Authority relating to liability for Taxes, assessed against, or otherwise be due and payable by the Company and/or the Subsidiaries with respect to Pre-Closing Periods; (ii) retain for a period of six years following the end of the calendar year in which the Closing occurs and provide to the other all sales/use and/or employment taxes (including, as part thereof, any withholding obligations with respect to compensation paid to its officers and/or employees), which records and other information that may be imposed onrelevant to any such Tax Return, assessed againstaudit or examination, proceeding or otherwise be due determination and payable by the Company and/or the Subsidiaries with respect to Pre-Closing Periods and which are not disclosed on Schedule 6.3 attached hereto (as to the amount and the taxing authority to which the amounts are due and payable); (iii) all Taxes imposed as a result provide the other 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 Section 338(h)(10) election described above in Article 5 ; and (iv) other for any federal and state income taxes imposed on period. Without limiting the Company or any generality of the Subsidiaries because they were members foregoing, each Party shall retain, until the expiration of the applicable statutes of limitation (including any affiliated group filing a extensions thereof), copies of all Tax Return Returns, supporting work schedules and other records relating to Tax periods or portions thereof ending on a consolidated, combined or unitary basis for a Pre-prior to the Closing PeriodDate. (b) The Company and Parties agree that the Subsidiaries shall be solely responsible for transactions contemplated by this Agreement constitute a sale of a trade or business within the meaning of Section 41(f)(3) of the Code. Sellers will provide to Buyer upon request all Taxes imposed on them for any Pre-Closing or Post-Closing Period, other than those Taxes which Seller is responsible information necessary to pay, and has agreed permit Buyer to promptly and timely pay, under apply the provisions of Section 6.3(a41(f)(3)(A) above and Section 6.3(i) belowof the Code. (c) Seller shall timely prepare and file all federal and state income Tax Returns of, or consolidated, combined or unitary federal and state income tax returns which include, If Sellers receive any refund of Taxes relating to the Company Business for periods prior to the Closing Date and the Subsidiaries for any PreTax liability to which such refund relates was included as a cost in a cost-Closing Periodreimbursement or fixed-price incentive (cost-redeterminable) Government Contract, then Sellers and Seller Buyer shall timely pay all federal and state income taxes shown as due on cooperate to determine the appropriate portion of such Tax Returns. Seller shall have the sole right to amend and/or file refund claims with respect due to any Government Authority pursuant to the applicable provisions of the Federal Acquisition Regulation as if Buyer had pursued and obtained an identical Tax Return described in refund. Once the preceding sentenceappropriate portion due any Governmental Authority is determined, provided, that any refunds of federal, state or local income taxes such Sellers shall be for the sole benefit of, and thus retained by, the Seller, while any refunds of Taxes other than federal, state and local income taxes shall be received by Seller in trust for the Company, and shall promptly remit to Buyer such portion to be paid by Seller to the Company within ten (10) days of the date the same is received by Sellersuch Governmental Authority. (d) Purchaser Buyers shall timely prepare and fileand, or cause with the Company to prepare and fileprior written consent of Sellers (which consent shall not be unreasonably withheld), file all Tax Returns for Returns, reports and forms required to be filed with respect to the Company Transferred Assets or the Subsidiaries Business for any Tax period that includes beginning before and ending after the Closing Date (a “Straddle Period”). Buyers shall pay all Taxes due with respect to such returns, reports and forms; provided that Sellers shall be liable for all taxes other than those Tax Returnsand, which Seller is required to prepare relating to federal, state and local income Taxes. Seller shall promptly pay or provide funds to the Company extent paid by Buyers shall reimburse Buyers for any such Taxes attributable to the portion of such Straddle Period beginning before and ending as of the effective time of the Closing (including for the avoidance of doubt Taxes on gain or its subsidiaries (after having been given notice) for all income resulting from the transactions contemplated by this Agreement but, except as provided in Section 13.03, not including sales Taxes, real property transfer Taxes for which Seller is responsible under Section 6.3(aor stamp Taxes imposed with respect to the transfer of the Transferred Assets or Business pursuant to this Agreement). , but only to the extent such Taxes (i) Seller will retain all income Tax Returns for states which recognize are not subtracted in the Section 338(h)(10) Election, along with supporting work papers calculation of the Final Net Asset Amount and other related records for the Company and the Subsidiaries for all Pre-Closing Periods for a period of seven (7) years following the Closing; (ii) are not recoverable by Buyer Companies from a Governmental Authority pursuant to the Company shall retain all non-income Tax Returns, along Federal Acquisition Regulation. Any Taxes arising from or with supporting work papers and other related records for respect to the Company and Transferred Assets or the Subsidiaries Business for a period of seven (7) years following the Closing; and (iii) Seller Straddle Period shall be entitled to copies, at its cost apportioned between Buyers and expense, Sellers by allocating real and personal property taxes between Seller and Buyer based on the ratio of all non-income Tax Returns, supporting work schedules or other records retained by the Company under this Section 6.3(e), provided number of days in the request is made Straddle Period occurring before the end 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 the Business had a tax period that ended at the records, etcclose of business on the day immediately prior to the Closing Date and closed its books as of that time. are required to be retained. (f) Purchaser and/or the Company Buyers shall promptly notify Seller in writing as soon as it becomes aware of reimburse Sellers for any audit, administrative or judicial proceeding involving the Company or any of the Subsidiaries that relates to any Pre-Closing Period Tax Return (a "Tax Controversy") such Taxes paid by Sellers for which Seller has sole liability Buyers are liable pursuant to this Section 6.3. Seller shall have the absolute right to control the conduct of any such Tax Controversy7.07(d). (g) Seller and Purchaser will provide each other with such assistance and information relating to the Company or any of the Subsidiaries as may reasonably be requested in connection with a party's preparation or review of any Tax Returns, or participation in any Tax Controversy, and will each retain and provide to the other party all records and other information which may be relevant thereto which they may have in their possession and/or control at the time the request is made. (h) Neither Purchaser nor Seller will settle any Tax liability or compromise any Tax claim relating to the Company or the Subsidiaries, which 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. (i) Purchaser and Seller will each be responsible for fifty percent of any transfer, sales use and other Taxes due in connection with the purchase of the Shares; provided, however, that Seller shall be responsible for any federal, state or local income taxes resulting or arising by reason of the Section 338(h)(10) election to be filed pursuant to Section 5.1 hereof. (j) Seller, Purchaser, the Company and the Subsidiaries shall comply with all requirements of Section 5.1 as may occur after Closing.

Agreements Regarding Tax Matters. (a) The Seller will prepare and timely file all Tax Returns in respect of the Purchased Assets and the Business for all Tax periods ending on or prior to the 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 and the Business. The Buyer shall be solely responsible forprovide each Tax Return for a Straddle Period to the Seller for the Seller’s review and comment at least fifteen (15) Business Days prior to the filing thereof, and the Buyer shall promptly and timely pay: (i) all federal, state and local income taxes, which may be imposed on, assessed against, or otherwise be due and payable make any changes to such Tax Returns reasonably requested by the Company and/or the Subsidiaries with respect to Pre-Closing Periods; (ii) all sales/use and/or employment taxes (including, as part thereof, any withholding obligations with respect to compensation paid to its officers and/or employees), which may be imposed on, assessed against, or otherwise be due and payable by the Company and/or the Subsidiaries with respect to Pre-Closing Periods and which are not disclosed on Schedule 6.3 attached hereto (as to the amount and the taxing authority to which the amounts are due and payable); (iii) all Taxes imposed as a result of the Section 338(h)(10) election described above in Article 5 ; and (iv) any federal and state income taxes imposed on the Company or any of the Subsidiaries because they were members of any affiliated group filing a Tax Return on a consolidated, combined or unitary basis for a Pre-Closing PeriodSeller. (b) The Company Seller and the Subsidiaries shall be solely responsible for all Taxes imposed on them for any Pre-Closing or Post-Closing Period, other than those Taxes which Seller is responsible to pay, and has agreed to promptly and timely pay, under Section 6.3(a) above and Section 6.3(i) below. (c) Seller shall timely prepare and file all federal and state income Tax Returns of, or consolidated, combined or unitary federal and state income tax returns which include, the Company and the Subsidiaries for any Pre-Closing Period, and Seller shall timely pay all federal and state income taxes shown as due on such Tax Returns. Seller shall have the sole right to amend and/or file refund claims with respect to any Tax Return described in the preceding sentence, provided, that any refunds of federal, state or local income taxes shall be for the sole benefit of, and thus retained by, the Seller, while any refunds of Taxes other than federal, state and local income taxes shall be received by Seller in trust for the Company, and shall be paid by Seller to the Company within ten (10) days of the date the same is received by Seller. (d) Purchaser shall prepare and file, or cause the Company to prepare and file, all Tax Returns for the Company or the Subsidiaries for any period that includes the Closing Date for all taxes other than those Tax Returns, which Seller is required to prepare relating to federal, state and local income Taxes. Seller shall promptly pay or provide funds to the Company or its subsidiaries (after having been given notice) for all Taxes for which Seller is responsible under Section 6.3(a). (i) Seller will retain all income Tax Returns for states which recognize the Section 338(h)(10) Election, along with supporting work papers and other related records for the Company and the Subsidiaries for all Pre-Closing Periods for a period of seven (7) years following the Closing; (ii) the Company shall retain all non-income Tax Returns, along with supporting work papers and other related records for the Company and the Subsidiaries for a period of seven (7) years following the Closing; and (iii) Seller shall be entitled to copies, at its cost and expense, of all non-income Tax Returns, supporting work schedules or other records retained by the Company under this Section 6.3(e), provided the request is made before the end of the period the records, etc. are required to be retained. (f) Purchaser and/or the Company shall promptly notify Seller in writing as soon as it becomes aware of any audit, administrative or judicial proceeding involving the Company or any of the Subsidiaries that relates to any Pre-Closing Period Tax Return (a "Tax Controversy") for which Seller has sole liability pursuant to this Section 6.3. Seller shall have the absolute right to control the conduct of any such Tax Controversy. (g) Seller and Purchaser Buyer will provide each other with such assistance and non-privileged information relating to the Company or any of Business and the Subsidiaries Purchased Assets as may reasonably be requested in connection with a party's the preparation or review of any Tax ReturnsReturn or the performance of any audit, examination or participation in any other proceeding by any taxing authority relating to any Tax ControversyReturn, whether conducted in a judicial or administrative forum, and will each retain and provide to the other party all non-privileged records and other information which may be relevant thereto which they may have in their possession and/or control at the time the request is madeto any such Tax Return, audit, examination or any other proceeding relating to Taxes. (hc) The Seller will exercise exclusive control over the handling, disposition and settlement of any inquiry, examination or proceeding by a Governmental Entity (or that portion of any inquiry, examination or proceeding by a Governmental Entity) that could result in a determination with respect to Taxes due or payable by the Seller, or for which the Seller may be required to indemnify the Buyer (each, a “Tax Contest”). The Buyer will notify the Seller or its Affiliates in writing promptly upon learning of any Tax Contest. The Buyer and its Affiliates will cooperate with the Seller, as the Seller may reasonably request, in any Tax Contest. If the Buyer could be subject to any liability for such Taxes, including as a result of any indemnification obligation under this Agreement, in connection with any such Tax Contest, the Seller shall keep the Buyer informed of the progress of any such Tax Contest (including the prompt provision to the Buyer of all material correspondence, pleadings, protests, briefs, and other documents pertaining to such Tax Contest). The Buyer may also participate in any such Tax Contest at the Buyer’s expense and the Seller shall not settle any such Tax Contest without the advance written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned, or delayed. With respect to any other Tax Contest not controlled by the Seller, such Tax Contest shall be controlled by the Buyer. The Seller may also participate in any such Tax Contest at the Seller’s expense, and the Buyer shall not settle any such Tax Contest without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Neither the Buyer nor any of its Affiliates will extend, without the Seller’s written consent, the statute of limitations for any Tax for which the Seller may be required to pay or indemnify the Buyer. Notwithstanding anything to the contrary, to the extent this Section 7.5(c) conflicts with Section 10.3(b) or Section 10.3(c), this Section 7.5(c) shall control. (d) The portion of any Taxes payable with respect to a Straddle Period that, for the purposes of this Agreement, shall be allocated to the portion of such Straddle Period ending at the close of the Closing Date are: (i) in the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement, deemed equal to the amount which would be payable if the taxable year ended on the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to the Purchased Assets or Business, shall be the product of (A) 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), and (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this Section 7.5(d) taking into account the type of the Tax to which the refund relates. In the case of any Tax based upon or measured by receipts, capital (including net worth or long term debt) or intangibles, or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement, any amount thereof to be allocated under this Section 7.5(d) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practices of the Seller. (e) If the Buyer receives a refund with respect to Taxes for which the Seller is wholly or partially responsible under Section 2.3(b)(iii) or this Section 7.5, the Buyer will pay, within twenty (20) Business Days following the receipt of such Tax refund, the amount of such Tax refund attributable to the Seller. If the Seller receives a refund with respect to Taxes for which the Buyer is wholly or partially responsible under Section 2.3(a) or this Section 7.5, the Seller will pay, within twenty (20) Business Days following the receipt of such Tax refund, the amount of such Tax refund attributable to the Buyer. (f) Neither Purchaser nor Seller Party will agree to settle any Tax liability for Taxes or compromise any Tax claim with respect to Taxes relating to the Company Purchased Assets or the SubsidiariesBusiness, which may affect settlement or compromise would adversely impact the liability for Taxes hereunder (or the right to Tax benefitbenefits) of the other partyParty, without the other party's Party’s consent, which consent will not be unreasonably withheld withheld, conditioned or delayed. (ig) Purchaser The Buyer will pay all foreign, federal, state and Seller will each be responsible for fifty percent of any local sales, use, direct and indirect transfer, sales use documentary transfer, excise, value-added, VAT, goods or services, registration, recording, stamp, documentation, real estate transfer or asset gains Taxes, including, for the avoidance of doubt, any foreign non-resident stock sale or similar taxes that may be imposed by reason of the sale, assignment, transfer and other Taxes due delivery of the Purchased Assets and the transactions contemplated in this Agreement (“Transfer Taxes”). The Buyer will timely file all Tax Returns required to be filed in connection with the purchase payment of the Shares; provided, however, that Seller shall be responsible for any federal, state or local income taxes resulting or arising by reason of the Section 338(h)(10) election to be filed pursuant to Section 5.1 hereofsuch Transfer Taxes. (jh) Seller, PurchaserThe Buyer and the Seller acknowledge and agree that the Buyer constitutes a “successor employer” within the meaning of Section 3121(a)(1) of the Code and Section 3306(b)(1) of the Code and the regulations thereunder. Accordingly, the Company Buyer agrees to treat all wages paid to Acquired Employees as paid by a successor employer for all federal and the Subsidiaries shall comply with all requirements of Section 5.1 as may occur after Closingstate income and employment Tax purposes.

Agreements Regarding Tax Matters. (a) Seller With respect to the Business Assets, the Transferred Subsidiaries and the Business, each of HNS, the Investor and Newco shall be solely responsible for, and shall promptly and timely pay: (i) all federal, state and local income taxes, which provide the others with such assistance as may be imposed onreasonably requested in connection with the preparation of any Tax Return or any audit or other examination by any tax authority or Proceeding involving any Governmental Authority relating to liability for Taxes, assessed against, or otherwise be due and payable by the Company and/or the Subsidiaries with respect to Pre-Closing Periods; (ii) retain and provide to the other all sales/use and/or employment taxes (including, as part thereof, any withholding obligations with respect to compensation paid to its officers and/or employees), which records and other information that may be imposed on, assessed against, or otherwise be due and payable by the Company and/or the Subsidiaries with respect relevant to Pre-Closing Periods and which are not disclosed on Schedule 6.3 attached hereto (as to the amount and the taxing authority to which the amounts are due and payable); (iii) all Taxes imposed as a result of the Section 338(h)(10) election described above in Article 5 ; and (iv) any federal and state income taxes imposed on the Company or any of the Subsidiaries because they were members of any affiliated group filing a Tax Return on a consolidated, combined or unitary basis for a Pre-Closing Period. (b) The Company and the Subsidiaries shall be solely responsible for all Taxes imposed on them for any Pre-Closing or Post-Closing Period, other than those Taxes which Seller is responsible to pay, and has agreed to promptly and timely pay, under Section 6.3(a) above and Section 6.3(i) below. (c) Seller shall timely prepare and file all federal and state income Tax Returns of, or consolidated, combined or unitary federal and state income tax returns which include, the Company and the Subsidiaries for any Pre-Closing Period, and Seller shall timely pay all federal and state income taxes shown as due on such Tax Returns. Seller shall have the sole right to amend and/or file refund claims with respect to any Tax Return described in the preceding sentenceReturn, providedaudit or examination, that any refunds of federal, state Proceeding or local income taxes shall be for the sole benefit of, and thus retained by, the Seller, while any refunds of Taxes other than federal, state and local income taxes shall be received by Seller in trust for the Company, and shall be paid by Seller to the Company within ten (10) days of the date the same is received by Seller. (d) Purchaser shall prepare and file, or cause the Company to prepare and file, all Tax Returns for the Company or the Subsidiaries for any period that includes the Closing Date for all taxes other than those Tax Returns, which Seller is required to prepare relating to federal, state and local income Taxes. Seller shall promptly pay or provide funds to the Company or its subsidiaries (after having been given notice) for all Taxes for which Seller is responsible under Section 6.3(a). (i) Seller will retain all income Tax Returns for states which recognize the Section 338(h)(10) Election, along with supporting work papers and other related records for the Company and the Subsidiaries for all Pre-Closing Periods for a period of seven (7) years following the Closing; (ii) the Company shall retain all non-income Tax Returns, along with supporting work papers and other related records for the Company and the Subsidiaries for a period of seven (7) years following the Closing; determination and (iii) Seller provide the other 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 for any period. Without limiting the generality of the foregoing, each party shall be entitled to copiesretain, at its cost and expenseuntil the expiration of the applicable statutes of limitation (including any extensions thereof), copies of all non-income Tax Returns, supporting work schedules or and other records retained relating to Tax periods or portions thereof ending on or prior to the Closing Date. (b) HNS shall be responsible for filing all Tax Returns relating to the Business Assets, the Transferred Subsidiaries or the Business for periods ending on or before the Closing Date; provided, that such Tax Returns shall be reasonably acceptable to Newco, and a copy of such Tax Returns shall be delivered to Newco when filed. Newco shall be responsible for filing all Tax Returns relating to the Business Assets, the Transferred Subsidiaries or the Business for periods beginning after the Closing Date. If permitted by a Governmental Authority, Newco and HNS shall file separate Tax Returns and separately pay their respective Taxes for their respective portions of any Straddle Period. If separate Tax Returns with respect to a Straddle Period are not permitted, Newco shall prepare and file or cause to be prepared and filed the Company under this applicable Tax Return relating to such Straddle Period. Newco shall provide HNS with a draft of each Straddle Period Tax Return referred to in the immediately preceding sentence and shall consider in good faith revisions to such Tax Return that are reasonably requested by HNS that are in accordance with applicable Law and HNS’s past practices. Newco and HNS shall be responsible for paying Taxes as set forth in Section 6.3(e2.4(a)(x), provided Section 2.4(b)(i) and Section 3.7(c). HNS shall pay to Newco the request amount of Taxes it is made before responsible for paying at least ten (10) business days prior to the date such Taxes are due and payable. (c) For purposes of Section 3.7(b), HNS shall be responsible for paying and shall indemnify Newco against all Pre-Closing Taxes. “Pre-Closing Taxes” shall be all Taxes of HNS, HNS Europe, HNS UK or any Transferred Subsidiary or related to the Business Assets that are not Assumed Liabilities. In the case of a Straddle Period, “Pre-Closing Taxes” shall include (i) all Income Taxes of such Straddle Period measured as if such Straddle Period ended as of the end of the Closing Date (and including the Contemplated Transaction) and (ii) taxes other than Income Taxes, shall be apportioned on a daily basis, with HNS responsible for a proportion of such Taxes based on a fraction, the numerator of which shall be the number of days in the applicable tax period ending on and including the records, etc. are required to be retained. (f) Purchaser and/or the Company shall promptly notify Seller in writing as soon as it becomes aware of any audit, administrative or judicial proceeding involving the Company or any of the Subsidiaries that relates to any Pre-Closing Period Tax Return (a "Tax Controversy") for which Seller has sole liability pursuant to this Section 6.3. Seller shall have the absolute right to control the conduct of any such Tax Controversy. (g) Seller and Purchaser will provide each other with such assistance and information relating to the Company or any of the Subsidiaries as may reasonably be requested in connection with a party's preparation or review of any Tax Returns, or participation in any Tax ControversyDate, and will each retain and provide to the other party all records and other information denominator of which may be relevant thereto which they may have in their possession and/or control at the time the request is made. (h) Neither Purchaser nor Seller will settle any Tax liability or compromise any Tax claim relating to the Company or the Subsidiaries, which 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. (i) Purchaser and Seller will each be responsible for fifty percent of any transfer, sales use and other Taxes due in connection with the purchase of the Shares; provided, however, that Seller shall be responsible for any federal, state or local income taxes resulting or arising by reason the total number of the Section 338(h)(10) election to be filed pursuant to Section 5.1 hereofdays in such tax period. (j) Seller, Purchaser, the Company and the Subsidiaries shall comply with all requirements of Section 5.1 as may occur after Closing.

Agreements Regarding Tax Matters. (a) Seller shall be solely responsible for, assume full liability for any and shall promptly and timely pay: (i) all federal, state and local income taxes, which may be imposed on, assessed againstTaxes that result from, or otherwise be due and payable by are incurred in connection with, the Company and/or the Subsidiaries with respect to Pre-Closing Periods; (ii) all sales/use and/or employment taxes (including, as part thereof, any withholding obligations with respect to compensation paid to its officers and/or employees), which may be imposed on, assessed against, or otherwise be due and payable by the Company and/or the Subsidiaries with respect to Pre-Closing Periods and which are not disclosed on Schedule 6.3 attached hereto (as to the amount and the taxing authority to which the amounts are due and payable); (iii) all Taxes imposed as a result of the Section 338(h)(10) election described above in Article 5 ; and (iv) any federal and state income taxes imposed on the Company or any of the Subsidiaries because they were members of any affiliated group filing a Tax Return on a consolidated, combined or unitary basis for a Pre-Closing PeriodReorganization. (b) The Seller shall prepare and file, or cause to be prepared and filed, when due all Income Tax Returns that are required to be filed by or with respect to the Company and the Subsidiaries for all Pre-Closing Tax Periods. Seller shall be solely responsible for any Income Taxes due in respect of all such Pre-Closing Tax Periods. Subject to the last sentence of Section 7.3(c) (relating to certain amended Tax Returns and refund claims), Purchaser shall prepare and file, or cause to be prepared and filed, when due all other Tax Returns that are required to be filed by or with respect to the Company and the Subsidiaries, including for Pre-Closing Tax Periods (other than those Tax Returns required to be filed on or prior to the Closing Date after giving effect to any extensions) and Straddle Periods, and shall timely pay or cause the Company and the Subsidiaries to timely pay the Taxes imposed due with respect to such Tax Returns. Seller shall promptly reimburse Purchaser for the amount of Taxes due for the Pre-Closing Tax Period (including the portion of a Straddle Period ending on them the Closing Date), to the extent not paid before Closing or taken into account in the determination of the Purchase Price Adjustment; provided, however, that Seller shall not reimburse Purchaser for any interest, penalty or addition to Tax attributable to any negligence or willful misconduct of Purchaser or its Affiliates, including (after Closing) the Company and the Subsidiaries. Such Tax Returns for any Pre-Closing Tax Period or PostStraddle Period for which Purchaser is responsible hereunder shall use the same Tax accounting methods and Tax elections as currently used by the Company and the Subsidiaries (as applicable), except as may otherwise be agreed by Purchaser and Seller or required by a change in Laws. For purposes of determining the amount of Tax for a Straddle Period that is allocable to the Pre-Closing Tax Period, other than those a closing-of the-books (as of the close of business on the Closing Date) method shall be used, except for Property Taxes, which shall be allocated equally to each day in the applicable Straddle Period. In the case of Property Taxes, Purchaser shall deliver to Seller on or about November 30, 2006, a statement showing the aggregate amount, if any, of all Property Taxes which to be reimbursed by Seller under this Section 7.3(b) or, if the sum of the amount of Property Taxes paid before Closing or taken into account in the determination of the Purchase Price Adjustment exceeds the total amount of such Property Taxes allocable to Pre-Closing Tax Periods, reimbursed by Purchaser to Seller, with detailed information supporting the determination of such amount. Such aggregate amount shall be paid to Purchaser or Seller, as appropriate, within thirty (30) days after delivery of such statement to Seller, unless Seller notifies Purchaser within such 30-day period that Seller disagrees with the amount determined by Purchaser. If there is responsible a disagreement, the Parties shall proceed in good faith to payresolve it, and has agreed to payment shall be made promptly and timely pay, under Section 6.3(a) above and Section 6.3(i) belowafter they have done so. (c) Purchaser shall, following the Closing, allow Seller shall such access to the books and records of the Company and the Subsidiaries as Seller may reasonably require in order to enable Seller to timely prepare and file all federal and state income required Tax Returns of, or consolidated, combined or unitary federal and state income tax returns which include, include the Company and or the Subsidiaries for with respect to any Pre-Closing Tax Period, and Seller shall timely pay all federal and state income taxes shown as due on such Tax Returns. Seller shall have the sole right to amend and/or file refund claims with respect to any Tax Return described in the preceding sentence, provided, that and any such refunds of federal, state or local income taxes shall be promptly transmitted and distributed to or for the sole benefit of, and thus retained by, of the Seller, while any refunds of Taxes other than federal, state and local income taxes shall be received by Seller in trust for the Company, and shall be paid by Seller to the Company within ten (10) days of the date the same is received by Seller. (d) Purchaser shall prepare and file, or cause the Company to prepare and file, all Tax Returns for the Company or the Subsidiaries for any period that includes the Closing Date for all taxes other than those Tax Returns, which Seller is required to prepare relating to federal, state and local income Taxes. Seller shall promptly pay or provide funds to the Company or its subsidiaries (after having been given notice) for all Taxes for which Seller is responsible under Section 6.3(a). (i) Seller will Purchaser shall retain all income of the Company's Property Tax Returns, sales Tax Returns for states which recognize the Section 338(h)(10) Electionand use Tax Returns ("Business Tax Returns"), along with supporting work papers and other related records for of the Company and the Subsidiaries for all Pre-tax periods ending on or before the Closing Periods that were filed by Purchaser or the Company, for a period of not less than seven (7) years following after the Closing; last day each such return could have been filed, and (ii) the Company shall retain all non-income Tax Returns, along with supporting work papers and other related records for the Company and the Subsidiaries for a period of seven (7) years following the Closing; and (iii) Seller shall be entitled to copies, at its cost and expense, copies of all non-income Business Tax Returns, supporting work schedules or other records retained by the Company Purchaser under this Section 6.3(e)7.3(c) within thirty (30) days after Seller sends a notice requesting such information, provided to the request is made extent reasonably related to the Business before or on the end of the period the records, etc. are required to be retainedClosing Date. (fe) Purchaser and/or the Company Seller shall promptly notify Seller each other in writing as soon as it becomes aware of any audit, administrative or judicial proceeding involving any Tax Return of the Company or any of the Subsidiaries that relates to any for a Pre-Closing Tax Period Tax Return (a "Tax Controversy") for which Seller has sole liability pursuant to this Section 6.3). Seller shall hall have the absolute right to control the conduct of any such Tax Controversy; provided, however, that Seller's right to control a Tax Controversy will be limited to amounts in dispute which would be paid by Seller or for which Seller would be liable. (gf) Seller and Purchaser will provide each other with such assistance and information relating to the Company or any of the Subsidiaries as may reasonably be requested in connection with a partyParty's preparation or review of any Tax Returns, or participation in any Tax Controversy, and will each retain and provide to the other party Party all records and other information which may be relevant thereto which they may have in their possession and/or control at the time the request is madethereto. (hg) Neither Purchaser nor Seller will settle, nor will Purchaser permit the Company or any Subsidiary to settle any Tax liability or compromise any Tax claim relating to the Company or the Subsidiaries, which may affect the liability for Taxes hereunder (or right to Tax benefit) of the other partyParty, without the other partyParty's consent, which consent will not be unreasonably withheld or delayed. (ih) Purchaser and Seller will each be responsible for fifty percent of any All transfer, sales use documentary, sales, use, registration, value-added and other similar Taxes due (including all applicable real estate transfer Taxes) and related fees (including any penalties, interest and additions to Tax ("Transfer Taxes") incurred in connection with the purchase of the Sharestransactions expressly contemplated hereby shall be paid equally by Purchaser and Seller; provided, however, that Seller neither party shall be responsible liable for any federalinterest, state penalties, fines or local income taxes resulting additions attributable to the negligence or arising by reason willful misconduct of the Section 338(h)(10) election other party. The Parties shall cooperate to be filed pursuant minimize the amount of Transfer Taxes to Section 5.1 hereofthe extent reasonably feasible, including seeking such rulings or advice from state and local tax authorities as the Parties may agree. (j) Seller, Purchaser, the Company and the Subsidiaries shall comply with all requirements of Section 5.1 as may occur after Closing.

Agreements Regarding Tax Matters. (a) The Seller shall be solely responsible for, and shall promptly and timely pay: (i) all federal, state and local income taxes, which may be imposed on, assessed against, or otherwise be due and payable by the Company and/or the Subsidiaries with respect to Pre-Closing Periods; (ii) all sales/use and/or employment taxes (including, as part thereof, any withholding obligations with respect to compensation paid to its officers and/or employees), which may be imposed on, assessed against, or otherwise be due and payable by the Company and/or the Subsidiaries with respect to Pre-Closing Periods and which are not disclosed on Schedule 6.3 attached hereto (as to the amount and the taxing authority to which the amounts are due and payable); (iii) all Taxes imposed as a result of the Section 338(h)(10) election described above in Article 5 ; and (iv) any federal and state income taxes imposed on the Company or any of the Subsidiaries because they were members of any affiliated group filing a Tax Return on a consolidated, combined or unitary basis for a Pre-Closing Period. (b) The Company and the Subsidiaries shall be solely responsible for all Taxes imposed on them for any Pre-Closing or Post-Closing Period, other than those Taxes which Seller is responsible to pay, and has agreed to promptly and timely pay, under Section 6.3(a) above and Section 6.3(i) below. (c) Seller shall timely prepare and file all federal and state income Tax Returns of, or consolidated, combined or unitary federal and state income tax returns which include, the Company and the Subsidiaries for any Pre-Closing Period, and Seller shall timely pay all federal and state income taxes shown as due on such Tax Returns. Seller shall have the sole right to amend and/or file refund claims with respect to any Tax Return described in the preceding sentence, provided, that any refunds of federal, state or local income taxes shall be for the sole benefit of, and thus retained by, the Seller, while any refunds of Taxes other than federal, state and local income taxes shall be received by Seller in trust for the Company, and shall be paid by Seller to the Company within ten (10) days of the date the same is received by Seller. (d) Purchaser shall prepare and file, or cause the Company to prepare and file, all Tax Returns for the Company or the Subsidiaries for any period that includes the Closing Date for all taxes other than those Tax Returns, which Seller is required to prepare relating to federal, state and local income Taxes. Seller shall promptly pay or provide funds to the Company or its subsidiaries (after having been given notice) for all Taxes for which Seller is responsible under Section 6.3(a). (i) Seller will retain all income Tax Returns for states which recognize the Section 338(h)(10) Election, along with supporting work papers and other related records for the Company and the Subsidiaries for all Pre-Closing Periods for a period of seven (7) years following the Closing; (ii) the Company shall retain all non-income Tax Returns, along with supporting work papers and other related records for the Company and the Subsidiaries for a period of seven (7) years following the Closing; and (iii) Seller shall be entitled to copies, at its cost and expense, of all non-income Tax Returns, supporting work schedules or other records retained by the Company under this Section 6.3(e), provided the request is made before the end of the period the records, etc. are required to be retained. (f) Purchaser and/or the Company shall promptly notify Seller in writing as soon as it becomes aware of any audit, administrative or judicial proceeding involving the Company or any of the Subsidiaries that relates to any Pre-Closing Period Tax Return (a "Tax Controversy") for which Seller has sole liability pursuant to this Section 6.3. Seller shall have the absolute right to control the conduct of any such Tax Controversy. (g) Seller and Purchaser will each provide each the other party with such assistance and information relating to the Company or any of the Subsidiaries as may reasonably be requested in connection with a party's the preparation or review of any Tax ReturnsReturn, audit or participation in other examination by any Tax Controversytaxing authority or judicial or administrative proceeding relating to liability for Taxes of or pertaining to the Division, and will each retain and provide to the other party all records and other information which of or pertaining to the Division that may be relevant thereto which they may have in their possession and/or control at to any such Tax Return, audit or examination, proceeding or determination and will each provide the time 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 request is madeother party for any period. Without limiting the generality of the foregoing, each of the Purchaser and the 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 periods or portions thereof of or pertaining to the Division ending on or prior to the Closing Date. (hb) Neither The Seller and the Purchaser nor agree that the Purchaser has purchased substantially all 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 settle be relieved of the responsibility to do so. (c) Seller and Purchaser agree that the transaction contemplated by this Agreement constitutes a sale of a trade or business within the 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 (whether assessed or unassessed) applicable to the Division, the Purchased Assets and the Assumed Liabilities, in each case attributable to taxable years or periods ending on or prior to the Closing Date and, with respect to any 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 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 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, except that Taxes (such as property 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 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 reduce), or file Tax Returns with respect to, such Taxes. (f) The Seller or the Purchaser, as the case may be, will reimburse any Tax liability paid by one party, all or compromise any Tax claim relating to a portion of which is the Company or the Subsidiaries, which may affect the liability for Taxes hereunder (or right to Tax benefit) responsibility of the 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 portion which is the liability of each party, without although failure to do so will not relieve the other party's consentparty 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 Closing Date, which consent Purchaser will not be unreasonably withheld promptly negotiate such refund to Seller or delayedpay an amount to Seller equal to such credit, as the case may be. (ig) Purchaser and Seller will each be responsible for fifty percent of any transferNotwithstanding anything to the contrary in this Agreement, sales use and other Taxes due in connection with the purchase obligations of the Shares; provided, however, that Seller parties set forth in this Section 7.4 will be unconditional and absolute and shall be responsible for any federal, state or local income taxes resulting or arising by reason of the Section 338(h)(10) election remain in effect without limitation as to be filed pursuant to Section 5.1 hereoftime. (j) Seller, Purchaser, the Company and the Subsidiaries shall comply with all requirements of Section 5.1 as may occur after Closing.

Agreements Regarding Tax Matters. (a) The Seller (or an Affiliate of the Seller) shall prepare and timely file all Tax Returns in respect of the Purchased Assets for all Tax or Income Tax periods ending on or prior to the Closing Date. The Buyer shall prepare and timely file all other Tax Returns for Taxes that are required to be filed in respect of the Purchased Assets for all Tax periods ending after the Closing Date. The Seller shall be solely responsible for, and file all of its Tax Returns for Income Taxes for all periods. The Buyer shall promptly and timely pay: (i) file all federal, state and local income taxes, which may be imposed on, assessed against, or otherwise be due and payable by the Company and/or the Subsidiaries with respect to Pre-Closing Periods; (ii) of its Tax Returns for Income Taxes for all sales/use and/or employment taxes (including, as part thereof, any withholding obligations with respect to compensation paid to its officers and/or employees), which may be imposed on, assessed against, or otherwise be due and payable by the Company and/or the Subsidiaries with respect to Pre-Closing Periods and which are not disclosed on Schedule 6.3 attached hereto (as to the amount and the taxing authority to which the amounts are due and payable); (iii) all Taxes imposed as a result of the Section 338(h)(10) election described above in Article 5 ; and (iv) any federal and state income taxes imposed on the Company or any of the Subsidiaries because they were members of any affiliated group filing a Tax Return on a consolidated, combined or unitary basis for a Pre-Closing Periodperiods. (b) The Company Seller and the Subsidiaries Buyer shall be solely responsible for all Taxes imposed on them for any Pre-Closing or Post-Closing Period, other than those Taxes which Seller is responsible to pay, and has agreed to promptly and timely pay, under Section 6.3(a) above and Section 6.3(i) below. (c) Seller shall timely prepare and file all federal and state income Tax Returns of, or consolidated, combined or unitary federal and state income tax returns which include, the Company and the Subsidiaries for any Pre-Closing Period, and Seller shall timely pay all federal and state income taxes shown as due on such Tax Returns. Seller shall have the sole right to amend and/or file refund claims with respect to any Tax Return described in the preceding sentence, provided, that any refunds of federal, state or local income taxes shall be for the sole benefit of, and thus retained by, the Seller, while any refunds of Taxes other than federal, state and local income taxes shall be received by Seller in trust for the Company, and shall be paid by Seller to the Company within ten (10) days of the date the same is received by Seller. (d) Purchaser shall prepare and file, or cause the Company to prepare and file, all Tax Returns for the Company or the Subsidiaries for any period that includes the Closing Date for all taxes other than those Tax Returns, which Seller is required to prepare relating to federal, state and local income Taxes. Seller shall promptly pay or provide funds to the Company or its subsidiaries (after having been given notice) for all Taxes for which Seller is responsible under Section 6.3(a). (i) Seller will retain all income Tax Returns for states which recognize the Section 338(h)(10) Election, along with supporting work papers and other related records for the Company and the Subsidiaries for all Pre-Closing Periods for a period of seven (7) years following the Closing; (ii) the Company shall retain all non-income Tax Returns, along with supporting work papers and other related records for the Company and the Subsidiaries for a period of seven (7) years following the Closing; and (iii) Seller shall be entitled to copies, at its cost and expense, of all non-income Tax Returns, supporting work schedules or other records retained by the Company under this Section 6.3(e), provided the request is made before the end of the period the records, etc. are required to be retained. (f) Purchaser and/or the Company shall promptly notify Seller in writing as soon as it becomes aware of any audit, administrative or judicial proceeding involving the Company or any of the Subsidiaries that relates to any Pre-Closing Period Tax Return (a "Tax Controversy") for which Seller has sole liability pursuant to this Section 6.3. Seller shall have the absolute right to control the conduct of any such Tax Controversy. (g) Seller and Purchaser will provide each other with such assistance and non-privileged information relating to the Company or any of the Subsidiaries Purchased Assets as may reasonably be requested in connection with a party's the preparation or review of any Tax ReturnsReturn or the performance of any audit, examination or participation in any other proceeding by any taxing authority relating to any Tax ControversyReturn, whether conducted in a judicial or administrative forum. The Seller and will each the Buyer shall retain and provide to the other party Party all non-privileged records and other information which may be relevant thereto which they may have in their possession and/or control at the time the request is madeto any such Tax Return, audit, examination or any other proceeding. (hc) The Seller shall exercise exclusive control over the handling, disposition and settlement of any inquiry, examination or proceeding by a Governmental Entity (or that portion of any inquiry, examination or proceeding by a Governmental Entity) that could result in a determination with respect to Taxes or Income Taxes due or payable by the Seller Parties, or for which the Seller Parties may be required to indemnify the Buyer. The Buyer shall notify the Seller in writing promptly upon learning of any such inquiry, examination or proceeding. The Buyer and its Affiliates shall cooperate with the Seller, as the Seller may reasonably request, in any such inquiry, examination or proceeding. Neither the Buyer nor any of its Affiliates shall extend, without the Seller’s prior written consent, the statute of limitations for any Tax or Income Tax for which the Seller Parties may be required to pay or indemnify the Buyer. (d) Neither Purchaser Party (nor Seller will any Affiliate of such Party) shall agree to settle any Tax liability or compromise any Tax claim relating with respect to the Company Taxes or the SubsidiariesIncome Taxes, which settlement or compromise may affect the liability for Taxes or Income Taxes hereunder (or right to Tax benefitor Income Tax benefits) of the other partyParty, without the other party's Party’s prior written consent, which consent will shall not be unreasonably withheld withheld, conditioned or delayed. (e) If the Buyer or an Affiliate of the Buyer receives a refund with respect to Taxes or Income Taxes for which the Seller or any of its Affiliates is wholly or partially responsible under Section 2.3(b)(v) or Section 7.4, 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 or Income Taxes for which the Buyer is wholly or partially responsible under Section 7.4, 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. (f) Notwithstanding anything else contained herein, the Buyer shall (i) Purchaser and Seller will each pay all amounts that are required to be responsible for fifty percent paid in respect of any transfer, sales use sales, use, recording, value-added or similar Taxes (including any registration and/or stamp Taxes, levies and other Taxes due duties) that may be imposed by reason of the sale, assignment, transfer and delivery of the Purchased Assets; and (ii) timely file all Tax Returns required to be filed in connection with the purchase payment of such Taxes (and the Shares; provided, however, that Seller Buyer shall be responsible for any federal, state all penalties and interest related to a late filing or local income taxes resulting or arising by reason of the Section 338(h)(10) election error in filing related to be filed pursuant to Section 5.1 hereofsuch Tax Returns). (j) Seller, Purchaser, the Company and the Subsidiaries shall comply with all requirements of Section 5.1 as may occur after Closing.