Tax Returns (a) Seller assist the Buyer, at no cost, with the preparation of all Tax Returns for each Company for all taxable periods ending on or before the Closing Date (“Pre-Closing Periods”) that are due after the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices with respect to such items, unless otherwise required by Law. Not less than five (5) days before the filing of any such Pre-Closing Period Tax Return, Seller shall pay to Buyer an amount equal to the Taxes shown as due on such Tax Returns (including any withholding taxes required to be paid by the Company for Seller-level Taxes). (b) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of each Company for Straddle Periods and Seller assist the Buyer, at no cost, with the preparation of all such Tax Returns. To the extent such Tax Returns relate to the Pre-Closing Partial Tax Period, Buyer shall provide Seller with reasonable opportunity to review and comment on each such Tax Return described in the preceding sentence before filing, and shall make changes to such Tax Returns reasonably requested by Seller. Seller shall be jointly responsible for the payment of the amount equal to the portion of such Taxes, if any, that relates to the Pre-Closing Partial Tax Period, and shall pay to Buyer such amounts not less than five (5) days before the filing of any such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed with respect to a Straddle Period, the portion of such Tax which relates to the Pre-Closing Partial Tax Period shall (i) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the Straddle 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 Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (ii) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant taxable period ended as of the close of business on the Closing Date. Any credits relating to a Straddle Period shall be taken into account as though the Straddle Period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the past practices of the Company. (c) Seller and Buyer agree to consult and resolve in good faith any disputes arising as a result of the review of the Tax Returns described in Section 9.01(a) and Section 9.01(b)and to mutually consent to the filing as promptly as possible of such Tax Return. In the event Seller and Buyer are unable to resolve any dispute within 10 days following notice of comments to the applicable Tax Return, then the Company may file such Tax Return on or before the due date (including extensions) therefor without such determination having been made and without the consent of Seller.