Common use of Certain Tax Matters Clause in Contracts

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. Parent agrees that: (a) Except as otherwise provided in this Section 5.2Parent shall not take any action, Contributor shall be responsible for all Taxes incurred by or with respect to nor permit any Parent Affiliate or, after the Effective Time, the Company, whether resulting from to take any action, that would cause the assets or operations Merger not to qualify as a reorganization pursuant to Section 368(a)(1) of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by AcquirerCode. (b) Acquirer Parent shall be responsible for all Taxes incurred by not take any action or with respect to make any election (or, after the CompanyEffective Time, whether resulting from the assets cause or operations of permit the Company to take any action or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays make any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”election) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect would give rise to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items item of income, gain, loss, deduction, expense or credit to the Company for income Tax purposes on the Closing Date to the extent any stockholder of the Company would have an obligation hereunder to indemnify the Parent, the Company or any other person for Taxes as a result thereof, other than the conduct of the historic business of the Company in the Ordinary Course thereof consistent with past practice. (c) The federal and credit state income Tax Returns of the Company for its taxable years ending on or before the Closing Date shall be prepared under the direction and control of the Stockholders’ Representative at the expense of the Company, consistent with applicable law and regulations and historic practices of the Company and based on a closing-of-the-books of the Company as of the Closing Date. The Stockholders’ Representative shall afford Parent a reasonable opportunity to review the proposed form of such Tax Returns and shall not file any such Tax Return without Parent’s prior written consent, which consent shall not be unreasonably withheld or delayed. Parent shall be deemed to have granted such consent unless Parent delivers to the Stockholders’ Representative a written notice of objection and the reasons for the objection within 20 business days after delivery to Parent of the proposed form of any such Tax Return. Parent shall cause the Company to execute and file such income Tax Returns as so prepared and consented and pay the Tax reflected thereon as required to be included thereinpaid. No election to make a ratable allocation based on the pre-Closing taxable year of the Company shall be made under Treasury Regulations § 1.1502-76(b)(2)(ii). However, furnish with the written consent of the Stockholders’ Representative, an election to make a copy ratable allocation of items for the month during which the Closing occurs may be made in accordance with Treasury Regulations § 1.1502-76(b)(2)(iii). (d) The Parent shall afford the Stockholders’ Representative a reasonable opportunity to review the proposed form of any state income Tax Return of the Company for any period that begins before and ends after the Closing Date and shall not file any such Tax Return to Contributorwithout the prior written consent of the Stockholders’ Representative, and cause such Tax Return to which consent shall not be timely filed with the appropriate Tax Authorityunreasonably withheld or delayed. Acquirer The Stockholders’ Representative shall be responsible for deemed to have granted such consent unless the timely payment of all Taxes due with respect Stockholders’ Representative delivers to the period covered by such Parent a written notice of objection and the reasons for objection within 20 business days after delivery to the Stockholders’ Representative of the proposed form of state income Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding After the foregoingEffective Time, Parent shall not cause or permit the Company to the extent that transfer taxes arise from the transactions contemplated by this Agreementfile or join in filing any income Tax Return, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share amendment of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit income or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.Return,

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on On or before the ClosingClosing Date, other than Taxes becoming due any tax sharing agreement between Seller and Company shall have been terminated as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays Date and shall have no further effect for any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirertaxable year. (b) Acquirer Seller shall be responsible include the income of Company (including any deferred items triggered into income by IRS Reg. $1.1502-13 and any excess loss account taken into income under IRS Reg. 1.1502-19) on Seller's consolidated federal income Tax Returns for all Taxes incurred by or periods through the end of the Closing Date (except as provided in Section 5.8(f) with respect to transactions not in the ordinary course of business occurring on the Closing Date after Buyer's purchase of the Shares, which transactions shall be included on Buyer's consolidated federal income Tax Return) and pay any federal income Taxes attributable to such income. Buyer shall cause the Company to furnish Tax information to Seller for inclusion in Seller's federal consolidated income Tax Return for the period that includes the Closing Date in accordance with the Company, whether resulting from 's past custom and practice. The income of Company shall be apportioned to the assets or operations period up to and including the Closing Date and the period after the Closing Date by closing the books of Company as of the Company or otherwise, for all Tax periods or portions thereof beginning after end of the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by ContributorClosing Date. (c) The Parties agree Seller shall have sole control over all Tax audits of the Company for any period that whenever it is necessary ends on or before the Closing Date and shall be fully responsible for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or Tax payments, penalties and assessments resulting therefrom with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period periods ending on or before the Closing Date, Date in excess of amounts accrued therefor on the determination Closing Balance Sheet. Buyer shall be made, in the case of property or ad valorem or franchise have sole control over all audits and other proceedings that relate to Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to Company for any period that begins after the Closing Date constitutes a separate taxable period applicable and Company shall be fully responsible for Tax payments, penalties and assessments resulting therefrom with respect to periods that begin after the Closing Date. Seller and Buyer shall cooperate as to any audits or other proceedings that relate to Taxes of the Company and by taking into account the actual taxable events occurring during such for any period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including begins before the Closing Date ratably on a per diem basis)and end after the Closing Date. (d) With Seller and Buyer shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to any Tax Return attributable all taxable periods relating to a Straddle Period Taxes. Buyer and Seller recognize that is required Seller will need access, from time to be filed time, after the Closing Date, to certain accounting and tax records and information held by the Company to the extent such records and information pertain to events occurring prior to the Closing Date; therefore, Buyer agrees that from and after the Closing Date with respect to the CompanyBuyer shall, Acquirer and shall cause the Company to, (A) retain and maintain such Tax Return records until such time as Seller reasonably determines that such retention and maintenance is no longer necessary and (B) allow Seller and its agents and representatives (and agents and representatives of its affiliates), to be preparedinspect, cause to be included in such Tax Return all items of income, gain, loss, deduction, review and credit required to be included therein, furnish a copy make copies of such Tax Return records as Seller may reasonably deem necessary or appropriate from time to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b)time. (e) Notwithstanding For a period of seven (7) years from the foregoingClosing Date, Buyer shall not, and shall cause the Company not to, dispose of or intentionally destroy any of the business records and files of the Company relating to Taxes in existence on the Closing Date without first offering to turn over possession thereof to Seller by written notice to Seller at least thirty (30) days prior to the proposed date of such disposition or intentional destruction. (f) Buyer and Seller agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Buyer's purchase of the Shares on the Company's federal Income Tax Return to the extent that transfer taxes arise from permitted by IRS Reg. 1.1502-76(b)(1)(ii)(B). (g) Notwithstanding any other provisions of this Agreement to the contrary, all sales, use, transfer, gains, stamp, duties, recording and similar Taxes (other than Taxes on the income of Seller) incurred in connection with the transactions contemplated by this Agreement, such transfer taxes Agreement shall be borne fifty percent (50%) paid by Contributor and fifty percent (50%) by AcquirerBuyer. Contributor shall pay Buyer shall, at its own expense, accurately file or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, filed all necessary Tax Returns and other documentation with respect to such Taxes and timely pay, or cause to be paid, all Taxes for which such Party is responsible hereunderTaxes. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise If required by applicable Tax Laws law, Seller will join in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationsor such other documentation.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2Any sales, Contributor shall be responsible for all use and/or other transfer Taxes incurred by or with respect to the Company, whether resulting from the assets or operations any of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such including the transfer taxes of the Assets, the transfer of the Protrader Claims, the termination of the Existing Agreements, the release of the Released Claims and the assumption of the Assumed Liabilities shall be borne equally by Sellers, on the one hand, and Buyer, on the other hand, regardless of the Person on whom such Taxes are imposed, provided, however, to the extent permitted by Applicable Law, Sellers and Buyer shall cooperate in minimizing any such Taxes. Sellers and Buyer shall further cooperate to timely prepare and file any Tax return or other filings relating to such transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any transfer Taxes, and Sellers shall timely file any such Tax return and timely pay any associated transfer Taxes unless Buyer is required to file such Tax return by Applicable Law. With respect to such Tax returns filed by any Seller, Buyer shall pay to such Seller, not later than five (5) Business Days before the due date for payment of such transfer Taxes, an amount equal to fifty percent (50%) of the transfer Taxes shown on such return or other filing, and such Seller shall, following the filing thereof, promptly furnish to Buyer a copy of such return or other filing and a copy of a receipt showing payment of any such transfer Tax. With respect to such Tax returns filed by Contributor and Buyer, Sellers shall pay to Buyer, not later than five (5) Business Days before the due date for payment of such transfer Taxes, an amount equal to fifty percent (50%) by Acquirer. Contributor shall pay of the transfer Taxes shown on such return or cause other filing, and Buyer shall, following the filing thereof, promptly furnish to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect Sellers a copy of such return or other filing and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share a copy of a receipt showing payment of any such transfer taxes Tax. (b) Ad valorem tangible personal property Taxes with respect to the Assets for assessment periods within which the First Closing occurs shall be apportioned between the Sellers, on the one hand and Buyer, on the other hand, as of the First Closing Date, without regard to any applicable early payment discount, based on the number of days in any such period falling on or before the First Closing Date, on the one hand, and after the First Closing Date, on the other hand (it being understood that Buyer is responsible for the portion of each such apportioned Taxes attributable to the number of days after the First Closing Date in the relevant assessment period). If the amount of such Taxes with respect to any of the Assets for the assessment period in which the First Closing occurs has not been determined as of the First Closing Date, then the ad valorem real and tangible personal property Taxes with respect to such Assets for the preceding calendar year, without regard to any applicable early payment discount, shall be used to calculate such prorations, with known changes in valuation or assessment applied. The amount of any such prorated Taxes shall be reasonably determined between Buyer and Sellers within fourteen (14) days after the First Closing Date, and the requisite payment of any such prorated amount from either Buyer to Sellers or from Sellers to Buyer, as the case may be, shall be paid no later than thirty (30) days of Contributor’s written demand thereforfollowing the First Closing Date. The Parties shall provide such certificates and other information and otherwise cooperate to If the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing actual amount of any Tax Return and other related documentation, any audit or other examination such Taxes varies by any Governmental Authority, or any judicial or administrative proceedings relating more than ten percent (10%) from estimates used at the First Closing to liability for prorate such Taxes, then Buyer and each will retain and provide Sellers shall re-prorate such Taxes within ten (10) days following request by either party based on the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution actual amount of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationsxxxx.

Certain Tax Matters. (a) Except as otherwise provided Seller will join with Purchaser in this making an election under Section 5.2338(h)(10) of the Code and Treasury Regulations Section 1.338(h)(10)-1 (and any corresponding elections under any applicable state and local Laws) (collectively, Contributor shall be responsible for all Taxes incurred by or a "Section 338(h)(10) Election") with respect to the Company, whether resulting from the assets or operations purchase and sale of the Company or otherwise, for all Shares hereunder. Seller will pay any Tax periods or portions thereof ending on or before attributable to the Closing, other than Taxes becoming due as a result making of actions taken by or on behalf of Acquirer the Section 338(h)(10) Election (including, for this purposewithout limitation, actions taken by any Tax arising as the result of the recognition of any built-in gain pursuant to the provisions of Section 1374 of the Code and any Tax arising as the result of the "recapture" of previously deducted items) and Seller will indemnify Purchaser and the Company on from and against any and all damages, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, losses, expenses and fees (including court costs and reasonable attorneys' fees and expenses), including, as the context may require, any of the foregoing which arise out of or after the Closing Date). In the event Acquirer pays in connection with any actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders or rulings arising out of any failure to pay such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by AcquirerTax. (b) Acquirer shall Seller will be responsible for preparing and filing all Taxes incurred by income or with respect to the Company, whether resulting from the assets or operations franchise Tax Returns of the Company or otherwise, for all relating to Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, . Purchaser will be responsible for preparing and filing the determination Section 338(h)(10) election (provided that Seller shall be made, in the case of property or ad valorem or provide such written consents and other items required by Seller to make such election) all income and franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion Tax Returns of the Straddle Period ending Company relating to periods beginning on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax AuthorityDate. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to After the Closing Date pursuant has occurred, Purchaser will cause the Company to Section 5.2(b). (e) Notwithstanding the foregoingprovide, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall fileprovided, to the extent required by applicable Tax LawsSeller, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In additionwithout charge, each Party shall provide the other Parties with such assistance as any information that may reasonably be reasonably requested by such other Parties or otherwise required by applicable Tax Laws Seller in connection with the preparation, execution and/or filing preparation of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings Returns relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationpre-Closing Tax periods. (gc) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties hereto agree to file all Tax Returns and otherwise act at all times cooperate with one another to allocate the Purchase Price in a manner consistent with this intended treatment reasonably acceptable to the parties. Such agreed allocation shall be binding on the Seller and Purchaser and their respective affiliates for all purposes (including without limitation, financial accounting purposes, financial and regulatory reporting purposes and tax purposes) and none of the contribution of the Interestsparties or such affiliates shall take for tax purposes any position in any tax return, the Cash Considerationreport, and the Acquirer Debtform, including disclosing the payment of the Cash Consideration in accordance declaration or questionnaire that is inconsistent with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationssuch allocation.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2Seller will cause to be prepared and filed all Income Tax Returns (including any consolidated, Contributor shall unitary or combined Income Tax Returns) required to be responsible for all Taxes incurred by or filed with respect to the Company, whether resulting from the assets or operations of the any Transferred Company or otherwise, for all Tax periods or portions thereof any taxable period ending on or before the Closing Date (any such period, a “Pre-Closing Period”). Buyer will cause to be prepared and filed all Tax Returns other than Income Tax Returns (any such Tax Returns, “Non-Income Tax Returns”) required to be filed with respect to any Transferred Company for any Pre-Closing Tax Period that are due after the Closing; provided, however, that (i) drafts of any such Non-Income Tax Returns shall be provided to Seller for its review and comment prior to filing and the parties will use all reasonable efforts to resolve any dispute, but if such dispute cannot be resolved by the parties within fifteen (15) days after Buyer receives notice of such dispute, it shall be referred to the Selected Accountants, (ii) such Non-Income Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by applicable Law or change in circumstances, and (iii) Seller may assume responsibility for preparing any such Non-Income Tax Returns upon notice to Buyer at least thirty (30) days before any such Non-Income Tax Return is due. Following the Closing, other than Seller will pay, and will indemnify and hold harmless Buyer and its Affiliates from and against, on a Net After-Tax Basis, (i) any Taxes becoming due imposed upon any Transferred Company for any Pre-Closing Period (except to the extent that the liability for such Taxes was included in the calculation of Closing Working Capital) and (ii) any Taxes allocable to a Pre-Closing Period or the portion of a Straddle Period ending on the Closing Date resulting from the Restructurings or any check-the-box election made by Seller or its Affiliates for the French Transferred Company or any foreign Transferred Company; provided, however, that Buyer will pay, and will indemnify and hold harmless Seller and its Affiliates from and against, on a Net After-Tax Basis, any such Taxes imposed as a result of actions taken any action outside the ordinary course of business after the Closing effected by Buyer or its Affiliates (including, after the Closing, the Transferred Companies) or any Tax election made by Buyer or its Affiliates (including, after the Closing, the Transferred Companies), except for any such election directed by Seller. Neither Buyer nor any of its Affiliates (including, after the Closing, the Transferred Companies) shall amend any Tax Return for a Pre-Closing Period if such amendment could reasonably be expected to affect Seller’s liability for Taxes for any Pre-Closing Period or the portion of a Straddle Period ending on the Closing Date pursuant to Sections 9.1(a) or (b) or the Tax liability of Seller or its Affiliates (other than the Transferred Companies) for any period without Seller’s prior consent, which consent shall not be unreasonably delayed or withheld. (b) Buyer will cause to be prepared and filed all Tax Returns required to be filed by or on behalf of Acquirer (including, any Transferred Company for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (any such period, a “Straddle Period”); provided, however, that drafts of any such Tax Returns shall be provided to Seller at least thirty (30) days prior to filing, and such Tax Returns shall be subject to Seller’s review and reasonable approval. Except as otherwise consented to by Seller, any such Tax Returns will be prepared on a basis consistent with the last Tax Returns previously filed by the Transferred Companies except as required by Law or change in circumstances. Buyer will pay, and will indemnify and hold harmless Seller and its Affiliates from and against, on a Net After-Tax Basis, any Taxes imposed upon Seller or its Affiliates for any Straddle Period; provided, however, that Seller will, within fifteen (15) days after the date on which the Straddle Period Tax Return is allocable filed, reimburse Buyer for, and will indemnify and hold harmless Buyer and its Affiliates from and against, on a Net After-Tax Basis, the amount of Taxes for the Straddle Period attributable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating other than any such Taxes ratably on imposed as a per diem basis andresult of any action outside the ordinary course of business effected by Buyer or its Affiliates (including, in after the case Closing, the Transferred Companies) or any Tax election made by Buyer or its Affiliates (including, after the Closing, the Transferred Companies) which affects the liability of other Taxes, by assuming that such the applicable Transferred Company for the portion of the Straddle Period ending on or the Closing Date, except for any such election directed by Seller. Any Taxes (including estimated Taxes) paid by the Transferred Companies with respect to any Straddle Period prior to the Closing Date constitutes a separate taxable period applicable shall be credited against Seller’s liability pursuant to this Section 9.1(b), and, to the Company extent such prepaid Taxes exceed such liability, Buyer shall cause the Transferred Companies to pay the excess to Seller within fifteen (15) days after filing the Tax Return for the Straddle Period. Neither Buyer nor any of its Affiliates (including, after the Closing, the Transferred Companies) shall amend any Tax Return for a Straddle Period without Seller’s consent, which consent shall not be unreasonably delayed, conditioned or withheld. For purposes of Section 9.1(a) and this Section 9.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (i) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by taking into account income, receipts or profits earned (other than conveyances pursuant to this Agreement, which are governed by Section 9.1(g), be deemed to be the actual taxable events occurring during amount of such Tax for the entire tax period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned, be deemed equal to the amount which would be payable if the relevant tax period ended on the Closing Date, except that exemptions, allowances, allowances and deductions for a Straddle Period that are (such as depreciation deductions) calculated on an annual or periodic basis, such as the deduction for depreciation, basis shall be apportioned to prorated between the period prior to and including portion of the applicable Straddle Period that ends on the Closing Date ratably and the portion after the Closing Date on a per diem basis). (c) Buyer shall be responsible for, and shall indemnify and hold harmless Seller and its Affiliates from and against, on a Net After-Tax Basis, any Taxes of the Transferred Companies for periods beginning on or after the Closing Date. (d) With Seller will be entitled to retain, or receive prompt payment from Buyer or any Transferred Company of, any refund or credit for overpayment of Taxes for which Seller is responsible pursuant to Sections 9.1(a) or (b) plus any interest received with respect thereto from the relevant Governmental Authorities. Buyer will, if Seller reasonably requests and at Seller’s expense, cause the Transferred Companies to promptly file for and obtain any refunds or credits to which Seller is entitled under this Section 9.1(d). Buyer will permit Seller to control (at Seller’s expense) the prosecution of any such claim for refund and, when deemed appropriate by Seller, will cause the relevant entity to authorize, by appropriate power of attorney, such person as Seller may designate to represent such entity with respect to such refund claim; provided, however, that any action taken by Seller that could reasonably be expected to affect the Tax Return attributable to a Straddle Period that is required to be filed liability of the Transferred Companies for taxable periods after the Closing Date with respect shall be subject to the Companyprior consent of Buyer which consent shall not be unreasonably delayed or withheld. For purposes of this Section 9.1(d), Acquirer shall cause a party will be deemed to have made prompt payment of a refund or credit if such Tax Return to be prepared, cause to be included in payment is made within ten (10) days of the receipt by such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy party of such Tax Return to Contributor, and cause such Tax Return to be timely filed with refund or of the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered use by such Tax Return, but shall have the right to recover from Contributor the amount party of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b)such credit. (e) Notwithstanding Buyer will promptly notify Seller in writing upon receipt by Buyer or any of its Affiliates (including, after the foregoingClosing, the Transferred Companies) of notice of any pending or threatened audit or assessment with respect to Taxes for which Seller would be required to pay or indemnify Buyer or any of its Affiliates pursuant to Sections 9.1(a) or (b). Seller will have the sole right to represent the Transferred Companies’ interest in any audit, administrative or court proceeding relating solely to any Pre-Closing Period, including the right to control, compromise and settle any such proceeding, and to decide whether any consents or waivers to extend applicable statutes of limitations will be granted, and to employ counsel of its choice at its expense. The party that can reasonably be determined to have the larger Tax liability at stake shall control any audit, administrative or court proceeding relative to any Straddle Period with the participation of the other party (or, if the party that would have the larger Tax liability at stake cannot be determined, Buyer and Seller shall jointly control such audit, administrative or court proceeding relative to any Straddle Period), which control shall be exercised reasonably and in good faith with due regard to the extent relative Tax liability potentially incurred by either party. (f) After the Closing Date, each of Buyer and Seller will provide the other (subject to reimbursement by the other party for any reasonable out-of-pocket expenses), with such assistance as may reasonably be requested by the other party in connection with the preparation of any return, report, or form with respect to Taxes or any administrative or judicial proceeding relating to liability for Taxes of the Transferred Companies (or any affiliated, consolidated, combined or unitary group in which any of the Transferred Companies is included), Seller, Buyer or any of their respective Affiliates. For the avoidance of doubt, Buyer shall timely provide Seller with any information and assistance reasonably required by Seller in connection with any IRS Form 5471 that transfer taxes arise from Seller is required to file with respect to any Transferred Company. The parties further agree to retain and provide each other with reasonable access to all books and records relevant to the liabilities of the Transferred Companies or Seller (or any of its Affiliates) for Taxes for any periods prior to the Closing for at least seven years after the Closing and to give each other notice and an opportunity to receive such books or records prior to destroying or discarding any such books or records. (g) All documentary, stamp, transfer, sales, use, excise and similar Taxes imposed upon Seller or Buyer or their respective Affiliates (including the Transferred Companies) as a result of the transactions contemplated by this Agreement, other than any Taxes resulting from the Restructurings or any check-the-box election made by Seller or its Affiliates for the French Transferred Company or any foreign Transferred Company, will be paid 50% by Buyer and 50% by Seller. Buyer and Seller will cooperate in preparing and filing any forms required with respect to any such transfer taxes Taxes. Each party will provide to the other party a true copy of each such return as filed and evidence of the timely filing thereof. (h) Any Tax sharing or allocation agreement or arrangement between Seller or any of its Affiliates (other than the Transferred Companies), on the one hand, and the Transferred Companies, on the other hand, shall be borne fifty percent terminated as of the Closing Date and will have no further effect for any taxable year (50%whether the current year, a future year or a past year). (i) Any amount paid by Contributor and fifty percent (50%) by Acquirer. Contributor or on behalf of any party to or on behalf of another party pursuant to this Section 9.1 shall pay or cause to be paid treated for all Tax purposes as an adjustment to the applicable Tax Authority any transfer taxes that are Purchase Price unless otherwise required by Law Law. (j) Seller shall be subrogated to collect any rights that Buyer or its Affiliates (including the Transferred Companies) may have against third parties with respect to Taxes paid or indemnified by Seller pursuant to this Section 9.1. (k) Buyer and remit. Acquirer Seller and their Affiliates agree to amend the allocation schedule set forth in Exhibit C (the “Allocation Schedule”) as necessary to reflect any amounts paid pursuant to Section 1.5, and a final Allocation Schedule (the “Final Allocation Schedule”) shall indemnify be prepared by Buyer and hold Contributor harmless from and against its share of any such transfer taxes Seller on a basis consistent with the Allocation Schedule within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to following the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing final determination of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating amounts to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer paid pursuant to Section 721(a) of the Code1.5. Buyer and Seller and their Affiliates shall report, subject to Section 707 of the Codeact, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns in all respects and otherwise act at for all times in a manner purposes consistent with this intended treatment of the contribution of Final Allocation Schedule. Buyer and Seller shall each timely and properly prepare, execute, file and deliver all such documents, forms and other information as either Buyer or Seller may reasonably request in preparing the InterestsAllocation Schedule or the Final Allocation Schedule. Neither Buyer nor Seller shall take any position (whether in audits, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance Tax Returns or otherwise) that is inconsistent with the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsFinal Allocation Schedule unless required by applicable Law.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2The Sellers shall prepare, Contributor or cause to be prepared, and file, or cause to be filed, all Income Tax Returns of the Companies and the Company Subsidiaries for all Pre-Closing Periods that are required to be filed after the Closing Date. Such Tax Returns that relate solely to the Companies and the Company Subsidiaries shall be responsible for all Taxes incurred by or prepared, and each item thereon treated, in a manner consistent with past practices employed with respect to the Company, whether resulting from the assets or operations of Companies and the Company or otherwiseSubsidiaries, as applicable, unless otherwise required by applicable Laws. Sellers shall submit all such Income Tax Returns that relate solely to the Companies and the Company Subsidiaries to the Buyer for all its review and comments at least thirty (30) days prior to the due date for filing such Income Tax periods or portions thereof ending on or before Returns, and Buyer and the Closing, other than Taxes becoming due Sellers agree to consult and resolve in good faith any issues arising as a result of actions taken by or the review of such Income Tax Returns. The Sellers shall pay all Taxes owed with respect to such Tax Returns except to the extent such Taxes are reflected on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing DateNet Working Capital or Closing Funded Indebtedness; provided, however, that to the extent the amount of a given Tax reflected on the Closing Net Working Capital or Closing Funded Indebtedness exceeds such Tax calculated pursuant to this Section 6.9(a). In , Buyer shall pay to Sellers the event Acquirer pays any amount of such Taxes, Contributor shall reimburse Acquirer therefor excess within 15 fifteen (15) days after the date on which such Income Tax is paid. Buyer shall cooperate with the Taxes are paid Sellers in filing and Contributor is notified by Acquirercausing to be filed all such Income Tax Returns. (b) Acquirer Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, (X) all Tax Returns of the Companies and Company Subsidiaries for any Pre-Closing Period that are due after the Closing Date other than Income Tax Returns and (Y) all Tax Returns for any Straddle Period of the Companies and the Company Subsidiaries that are due after the Closing Date. Such Tax Returns shall be responsible for all Taxes incurred by or prepared, and each item thereon treated, in a manner consistent with past practices employed with respect to the CompanyCompanies. Buyer shall submit all Straddle Period Income Tax Returns to the Sellers for their review and comments at least thirty (30) days prior to the due date for filing such Income Tax Returns, whether resulting from and Buyer and the assets or operations Sellers agree to consult and resolve in good faith any issues arising as a result of the Company or otherwise, for all review of such Income Tax periods or portions thereof beginning after the ClosingReturns. In the event Contributor pays any such Taxes, Acquirer The Sellers shall reimburse Contributor therefor pay to Buyer within 15 fifteen (15) days after the date on which the Taxes are paid and Acquirer with respect to a Straddle Period or Pre-Closing Period an amount equal to the portion of such Taxes that relates to the Pre-Closing Period, except to the extent such Taxes are reflected on the Closing Net Working Capital or Closing Funded Indebtedness, or were paid by or on behalf of such Company prior to Closing; provided, however, that to the extent the amount of a given Tax reflected on the Closing Net Working Capital or Closing Funded Indebtedness exceeds such Tax calculated pursuant to this Section 6.9(b), Buyer shall pay to Sellers the amount of such excess within fifteen (15) days after the date on which Tax is notified by Contributor. (c) The Parties agree that whenever it is necessary for paid with respect to a Straddle Period or a Pre-Closing Period. For purposes of this Section 5.2 6.9(b) the portion of such Tax that relates to determine the Pre-Closing Period shall (i) in the case of any Income Taxes or Taxes based upon or related to employment, sales and use, value added and other non-periodic Taxes be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date and (ii) in the case of any periodic Taxes and Taxes other than Taxes in (i) be deemed to be the amount of any Taxes imposed or incurred such Tax for the entire Tax period multiplied by or with respect to a fraction the contribution numerator of which is the Interests for a taxable number of days in the Tax period beginning before and ending after on the Closing Date (and the denominator of which is the number of days in the entire Tax period. All determinations necessary to give effect to the foregoing allocations shall be made in a “Straddle Period”) that is allocable manner consistent with prior practices of the Companies. For the avoidance of doubt, all Transaction Tax Deductions shall be allocated to the portion of the Straddle Period ending on or before the Closing Date, the determination . (c) All United States federal Transaction Tax Deductions shall be made, in reported on Income Tax Returns solely as Income Tax deductions of the case applicable Seller for a Pre-Closing Period or portion of property any Straddle Period ending on the Closing Date and shall not be treated or ad valorem reported as an Income Tax deduction for a Tax Period beginning after the Closing Date (or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to beginning after the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basisDate). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect Notwithstanding anything herein to the Companycontrary, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer Buyer shall be responsible for the timely payment of all Taxes due with respect permitted to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date make an election pursuant to Section 5.2(b)338(g) of the Code (or any similar provision of state, local or foreign Income Tax law) in connection with the transactions contemplated hereby, including the acquisition of the Plastique Shares. (e) Notwithstanding The Parties agree that the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes Purchase Price shall be borne fifty percent allocated among the Sellers such that $45,000,000 is allocated to EHC for the Plastique Shares (50%the “Plastique Purchase Price”) by Contributor and fifty percent the remaining portion of the Purchase Price is allocated to ETH for the Thermoform LLC Interests (50%the “Thermoform Purchase Price”). (f) by AcquirerWithin ninety (90) days following the determination of the Final Adjustment Amount, Buyer shall provide ETH with a proposed allocation of the Thermoform Purchase Price and liabilities to which the assets of Thermoform are subject on the Closing Date (and all other items required under the Code) among the assets of Thermoform and the covenants contained in Section 6.7(a), in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate). Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within ETH will have thirty (30) days after delivery of Contributor’s written demand thereforsuch proposed purchase price allocation in which to notify Buyer in writing (such notice, a “Purchase Price Allocation Dispute Notice”) of any disagreement with such proposed purchase price allocation (and setting forth in reasonable detail the basis for such disagreement). The Parties If Buyer disagrees with the Purchase Price Allocation Dispute Notice, Buyer and ETH shall provide work together in good faith to resolve the disagreement. If ETH does not deliver a Purchase Price Allocation Dispute Notice to Buyer during such certificates thirty (30) day period, or if Buyer and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, ETH resolve all necessary Tax Returns and other documentation disagreements with respect to the Purchase Price Allocation Dispute Notice, then Buyer, ETH, and Thermoform shall report, act and file all Taxes for which Tax Returns, including IRS Form 8594, consistent with the allocation finally determined pursuant to this Section 6.9(f), and take no position inconsistent therewith upon examination of any such Party is responsible hereunder. In additionTax Return, each Party shall provide the in any examination, audit, or other Parties proceeding with respect to such assistance as may be reasonably requested by such other Parties or Tax Returns (unless otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return Law). If Buyer and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. ETH cannot agree (gwithin sixty (60) The parties intend that for United States federal income tax purposes, (i) the contribution days after timely delivery of the Interests shall be treated as a contribution by Contributor Purchase Price Allocation Dispute Notice) to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interestsresolve any disagreement therein, the Cash Consideration, and allocation shall not be binding on the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationsparties.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor shall be responsible for all 11.1. TAX PERIODS ENDING ON OR BEFORE THE CLOSING DATE; TAX SHARING PAYMENT. All Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken payable by or on behalf of Acquirer (including, for this purpose, actions taken by the an Acquired Company on or after the Closing Date). In the event Acquirer pays that are attributable to any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming including those that such portion of the Straddle Period ending on or prior to become due after the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciationDate, shall be apportioned paid by Seller. Buyer shall provide Seller with any and all information Seller may reasonably require in regard to the period prior to and including Acquired Companies for the Closing Date ratably on a per diem basis). (d) With respect to any preparation of Seller's consolidated Tax Return attributable and all applicable final state Tax Returns of the Acquired Companies. All Tax Returns involving the Acquired Companies for such taxable periods shall be prepared and filed by Seller, at Seller's sole cost, when the same are due; PROVIDED, HOWEVER, THAT Seller shall permit Buyer to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause review and comment on each such Tax Return (except to be prepared, cause to be included in the extent such Tax Return all items is filed on a consolidated basis with the Tax Return of incomeSeller or any of Seller's Subsidiaries, gain, loss, deduction, and credit required Buyer shall be only permitted to be included therein, furnish a copy review the portion of such Tax Return as specifically relates to Contributorthe Acquired Companies) prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Buyer as long as such revisions are consistent with the prior practices of the Acquired Companies and will not delay the filing of the Tax Return in a timely manner. In connection with Buyer's review, which shall be at Buyer's sole cost, Seller agrees to provide any and cause all financial data that is reasonably necessary to confirm the correctness of any such Tax Returns. Where required by applicable Legal Requirements, a current officer of an Acquired Company will sign and mail any such Tax Return to be timely filed with after the appropriate Tax Authority. Acquirer shall be responsible for review and comment procedure has been completed but in no event later than the timely payment of all Taxes due with respect to the period covered by date such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b)Return is due. (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor The Stockholders shall be responsible responsible, at their sole cost and expense, for the preparation and filing of all federal and state income Tax Returns of OPM for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax taxable periods or portions thereof ending on or before the ClosingClosing Date (the "Pass Through Returns") and for the payment of all Taxes shown on the Pass Through Returns or otherwise payable with respect to all such periods. The Pass Through Returns shall be prepared in a manner which is consistent with past practices of OPM, except as otherwise required by Applicable Law. Income, gain, loss, deduction and credit of OPM shall be allocated between the Pass Through Returns and any succeeding taxable period on the basis of a closing of the books of OPM at the close of business on the date preceding the Closing Date in accordance with Section 1362(e)(6)(D) of the Code. The Buyer shall promptly notify the Stockholders following receipt by the Buyer of any notice of audit, examination or other than Taxes becoming due proceeding (a "Tax Proceeding") with respect to any Pass Through Return, and the Stockholders shall retain the sole right to control any such Tax Proceeding, provided that the Buyer may participate in such Tax Proceeding at its own expense, and provided, further, that ATS may control any aspects of any such Tax Proceeding relating to any item for which ATS is or may be liable. The Stockholders shall retain the sole right to file any amended Pass Through Return. Notwithstanding the foregoing, the Stockholders may not settle or otherwise agree to the resolution of any Tax Proceeding or file any such amended Pass Through Return without in each case obtaining the prior written consent of ATS such consent will not be unreasonably conditioned or withheld, if, as a result of actions taken by such settlement or on behalf resolution or the filing of Acquirer (includingany such amended Pass Through Return, OPM's tax basis in any of its assets for this purpose, actions taken by the Company on or any period after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days Date would be reduced or OPM's tax position after the date on which the Taxes are paid and Contributor is notified by AcquirerClosing Date would otherwise be adversely affected. (b) Acquirer After the Closing Date, ATS shall be responsible for all Taxes incurred by or cooperate with respect to the CompanyStockholders, whether resulting from and the assets or operations of the Company or otherwiseStockholders shall cooperate with ATS, for in connection with all Tax periods matters that may affect the Stockholders or portions thereof beginning after the Closing. In the event Contributor pays OPM for any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending ends on or before the Closing Date, including without limitation the determination shall be made, in preparation of income tax returns and the case conduct of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating any Tax Proceedings for any such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)period. (dc) With respect Anything in this Section or elsewhere in this Agreement to the contrary notwithstanding, the Stockholders shall join with ATS in making an election under Section 338(h)(10) of the Code (and any corresponding elections under state, local or foreign Tax Return attributable to Law) (collectively a Straddle Period that is required to be filed after the Closing Date "Section 338(h)(10) Election") with respect to the Companypurchase and sale of the Subject Stock hereunder. ATS and the Stockholders agree to comply with all of the requirements and conditions of Section 338(h)(10) of the Code and the Treasury Regulations thereunder and all other applicable Code Sections and Treasury Regulations (and state, Acquirer shall cause local and foreign Tax Laws) relating thereto, including without limitation the timely filing of Form 8023A entitled "Corporate Qualified Stock Purchase Election." ATS and the Stockholders also agree to take all necessary steps to effectuate such election (and any corresponding state, local or foreign elections). None of the Stockholders or ATS will take any action, including without limitation any action in connection with the filing of federal, state, local or foreign Tax Return Returns, which would be inconsistent with or prejudice the election under Section 338(h)(10) of the Code provided for hereunder. In the event (i) ATS takes any action which has the effect of causing the Stockholders not to be prepared, cause able to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from report the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to Agreement as an installment sale under the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, Code and (ii) the distribution balance of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) Purchase Price has not been paid prior to April 10, 1999, ATS will advance to the Stockholders an amount equal to the tax liability for the taxable year ended December 31, 1998 created by such action. Such advance will be credited against the balance of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess Purchase Price and will be evidenced by a non-interest bearing promissory note of the amount treated as a “debt-financed transfer” shall be treated Stockholders secured by such balance and maturing on the earlier of (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) balance of the Treasury RegulationsPurchase Price or (y) August 31, 1999.

Certain Tax Matters. (ai) Except as otherwise provided Upon the condition that the Closing be effected, the Seller will indemnify and hold harmless the Purchaser and the Company from, against and in this respect of any Losses the Purchaser or the Company may suffer resulting from, arising out of, relating to, in the nature of, or caused by any liability of the Company for Income Taxes of any other Person under Treasury Regulation Section 5.21.1502-6 (or any similar provision of state, Contributor local or foreign law). (ii) The Seller will include the income of the Company (including any deferred income included in income pursuant to Treasury Regulation Sections 1.1502-13 and 1.1502- 14 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19) on the Seller's consolidated federal Income Tax Returns for all Pre- Closing Tax Periods and will pay all federal Income Taxes attributable to such income. The Seller shall be responsible for and shall pay all Taxes incurred by or with respect which relate to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect period prior to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, including any transfer, sales or use tax caused by the determination shall be made, in sale of the case of property or ad valorem or franchise Taxes (which are measured byShares to the Purchaser. The Purchaser will cause the Company to provide, or based solely uponcause to be provided, capitalto the Seller, debt, or a combination thereofwithout charge (except for reasonable out-of-pocket expenses), such information as may reasonably be requested by prorating the Seller in connection with the preparation of any such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion Tax Returns relating to Pre-Closing Tax Periods. The income of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall will be apportioned to the period prior up to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed and the period after the Closing Date by closing the books of the Company as of the end of the Closing Date. (iii) If a notice shall be given by any Tax Authority with respect to a potential Tax liability of the Company which, if sustained, would result in a payment by the Seller to the Purchaser pursuant to section 7(b)(ii) below (a "TAX ASSESSMENT"), the Purchaser shall, after receipt of such notice, promptly notify the Seller in writing (a "TAX NOTICE"). The Seller may, by written notice to the Purchaser given within 30 days after the receipt by the Seller of a Tax Notice, at the Seller's sole cost and expense (except as hereinafter provided), participate fully in the defense of all Tax Assessments with respect to which the Seller may become liable pursuant to the Seller's indemnification obligations hereunder. The Purchaser shall diligently prosecute such defense in cooperation and consultation with the Seller and shall provide written notice to the Seller of all conferences, meetings, proceedings and appearances before all Authorities with respect to the defense of any such Tax Assessment. If the Seller elects to participate in the defense of a Tax Assessment, the Purchaser shall provide, or shall cause the Company to provide, to the Seller (at no cost to the Seller, except for reasonable out-of-pocket expenses) such information as may be required in connection with such defense as reasonably requested by the Seller. If the Seller elects to participate in the defense of a Tax Assessment, the Purchaser shall give the Seller written notice of any proposed resolution or settlement of such Tax Assessment not less than 15 business days before the Purchaser accepts or intends to accept such proposed resolution or settlement. The Purchaser shall have the right to settle or otherwise to resolve any Tax Assessment for which the Seller would become liable pursuant to its indemnification obligations hereunder upon the written consent of the Seller, which consent shall not be unreasonably withheld or delayed. (iv) The Seller shall have no liability with respect to any Taxes resulting by reason of any election made or deemed to be made by the Purchaser or the Company subsequent to the Closing, whether express or implied, under Section 338 of the Code. Upon the condition that the Closing be effected, the Purchaser and the Company, Acquirer shall cause such Tax Return jointly and severally, will indemnify and hold harmless the Seller from, against and in respect of any Losses the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by any election made or deemed to be preparedmade by the Purchaser or the Company subsequent to the Closing, cause whether express or implied, under Section 338 of the Code. (v) The Seller shall be entitled to be included in any and all refunds of Taxes attributable to any Pre-Closing Tax Period. If the Purchaser or the Company voluntarily amends any Return (other than as required by any Tax Authority) for a taxable period which includes any Pre- Closing Tax Period, or, without the Seller's consent, enters into any agreement or settlement with any Tax Authority relating to a taxable period ending after the Closing Date, and such Tax Return all items agreement or settlement affects any item of income, gaindeduction, loss, deductioncredit, income or gain with respect to any Pre-Closing Tax Period, then notwithstanding any provision of this Agreement which may be to the contrary, the Seller shall have no liability for any Losses with respect to any Taxes attributable to any change in tax liability effected by such amended Return, agreement or settlement. (vi) Notwithstanding any provision of this Agreement which may be to the contrary, the Purchaser and credit required the Company shall preserve all Returns, books and records in their control relating to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible any liabilities for the timely payment of all Taxes due with respect to any Pre-Closing Tax Period until the period covered by expiration of all applicable statutes of limitation and extensions thereof with respect to Taxes for any such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b)period. (evii) Notwithstanding In the foregoingevent of any inconsistency between the provisions of this section 5(d) and section 7(b) below, to the extent that transfer taxes arise from the transactions contemplated by provisions of this Agreement, such transfer taxes section 5(d) shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxescontrolling. (fviii) Each Party If a notice shall file, be given by any Tax Authority to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation Seller with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable a potential Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the InterestsCompany, the Cash ConsiderationSeller shall, and after receipt of such notice, promptly notify the Acquirer Debt, including disclosing the payment of the Cash Consideration Purchaser in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationswriting.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor shall be responsible for all Taxes incurred by or If any taxable period of a Centerre Company (with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Income Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect begins prior to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date Effective Time but does not terminate on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) ), the Parties will, to the extent permitted by applicable Law, elect with the relevant taxing authority to treat the pre-Closing portion of any Straddle Period as a short taxable period ending on or as of the Closing Date (the “Pre-Closing Straddle Period”), and such short taxable period shall be treated as a Pre-Closing Tax Period for purposes of this Agreement. In any instance where applicable Law does not permit such an election to be made, then for purposes of this Agreement, the amount of such Taxes that is relates to the Pre-Closing Straddle Period shall be computed as if the entire Straddle Period ended on or as of the Closing Date; provided, however, that any credits, allowances or similar Tax attributes that are properly allocable to the portion entire Straddle Period shall be allocated to the Pre-Closing Straddle Period based on the number of calendar days in the Pre-Closing Straddle Period relative to the total number of calendar days in the Straddle Period. (b) Parent shall cause the Company to timely and properly prepare and file, after giving the Stockholder Representative the opportunity to review and reasonably approve, all Income Tax Returns of the Straddle Centerre Companies for all Pre-Closing Tax Periods, to the extent such Return was not filed prior to the Effective Time, including for those jurisdictions and Governmental Authorities that permit or require a short period Return for Income Taxes. The Stockholder Representative shall review and provide any comments to such Returns as soon as reasonably practical, but in no event later than twenty (20) days following receipt of such Return. The Stockholder Representative and the Company shall act in good faith to resolve any disputes with respect to a Return as soon as reasonably practical. If the Stockholder Representative and Parent are unable to resolve all such disagreements within thirty (30) days following the Stockholder Representative’s receipt of the applicable Return, the Stockholder Representative and the Company shall submit such remaining disagreements to the Independent Accounting Firm, to be selected in the manner provided in Section 2.7(a)(iii). The Independent Accounting Firm shall then resolve and determine such disputed items in the manner provided in Section 2.7(a)(iii), except that references therein to the “Final Closing Balance Sheet” shall be deemed to be references to such Return, and the reference therein to “applicable definitions and sections in this Agreement related to the Final Closing Balance Sheet” shall be deemed to be a reference to this Section 7.4 and the definitions and schedules related hereto. The determination by the Independent Accounting Firm shall be conclusive and binding upon the Parties and judgment may be entered on such decision in a court of competent jurisdiction. The costs and expenses of the Independent Accounting Firm in resolving the disputed items shall be borne in the manner provided in Section 2.7(a)(iii). Not later than three (3) Business Days following the final resolution of any Return related to Pre-Closing Taxes for a Pre-Closing Tax Period ending in accordance with this Section 7.4(b), and provided that such Pre-Closing Taxes were not reflected in the Final Closing Balance Sheet or previously paid pursuant to an indemnification claim under Article IX hereto, Parent shall be entitled to payment in an amount equal to the amount of the Pre-Closing Taxes shown on the applicable Return as being chargeable to the Executing Stockholders pursuant to this Section 7.4 in accordance with the terms, and subject to the limitations, set forth in Article IX of this Agreement, which payment Parent shall, or before shall cause the Company to, remit to the applicable Governmental Authority with respect to such Taxes. (c) Any net Income Tax refunds that are actually received by Parent or a Centerre Company, and any amounts actually credited against Income Taxes to which Parent or a Centerre Company become entitled after the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior relate to the Pre-Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciationTax Periods, shall be apportioned for the account of the Executing Stockholders. Parent shall pay to the period prior to and including Stockholder Representative (or its designee) for the Closing Date ratably on a per diem basis)benefit of the Executing Stockholders any such refund or the amount of any such credit within fifteen (15) Business Days after receipt or entitlement thereto. (d) With respect to Whenever any Tax Return attributable to taxing authority, in writing, asserts a Straddle Period that is required to claim, makes an assessment or otherwise disputes the amount of Income Taxes for which the Executing Stockholders are or may be filed after liable under this Agreement or otherwise, Parent shall inform the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy Stockholder Representative within fifteen (15) Business Days of such Tax Return to Contributor, assertion and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but Stockholder Representative shall have the right to recover from Contributor participate in any resulting proceedings and to approve, the settlement of any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Income Taxes attributable to for which the portion of the taxable period ending on Executing Stockholders may be liable under this Agreement or prior to the Closing Date pursuant to Section 5.2(b)otherwise. (e) Notwithstanding Subject to the foregoingterms of Section 7.4(d) above, Parent and the Executing Stockholders shall each cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Returns pursuant to this Section 7.4 and any audit, litigation or other proceeding with respect to any Income Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that transfer taxes arise are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company (before the Closing) and Parent (after the Closing) shall each cause each Centerre Company (i) to retain all books and records with respect to Income Tax matters pertinent to each Centerre Company relating to any taxable period beginning before the Effective Time until the expiration of the statutory period of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, the Executing Stockholders or Parent, as the case may be, shall allow the other Party to take possession of such books and records and the Party taking possession of such books and records agrees to keep the information therein confidential with respect to third parties. (f) Parent and the Stockholder Representative further agree, upon request, to use good faith commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby) for any Pre-Closing Tax Period or any Tax period following the Closing. (g) All sales, transfer, stamp, documentary, filing, recordation and other similar Taxes, together with interest, additions or penalties with respect thereto resulting from the transactions contemplated by this Agreement, such transfer taxes Agreement (“Transfer Taxes”) shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxesExecuting Stockholders. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. (ai) Except as otherwise provided in this Section 5.2, Contributor shall All Tax Returns required to be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken filed by or on behalf of Acquirer (includingthe Company and its Subsidiaries by the Code or by applicable state, for this purpose, actions taken local or foreign Tax Laws with any Tax authority prior to the date hereof have been timely filed. All Tax Returns filed by the Company and its Subsidiaries are true, correct and complete in all material respects. All material Taxes due and payable of the Company and its Subsidiaries (whether or not reflected on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are Tax Returns) have been timely paid and Contributor is notified by Acquirerin full. (bii) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations None of the Company or otherwise, its Subsidiaries have any liability for all Tax periods any unpaid Taxes which have not been accrued for or portions thereof beginning after reserved on the Closing. In Company’s balance sheets included in the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after latest Company SEC Document filed prior to the date hereof (without taking into account any reserve for deferred taxes), which is material to the Company and its Subsidiaries, other than any liability for unpaid Taxes that may accrue on the Closing Date or may have accrued since the end of the most recent fiscal year in connection with the operation of the business of the Company in the ordinary course, none of which is material to the Taxes are paid and Acquirer is notified by Contributorbusiness, results of operations or financial condition of the Company or its Subsidiaries. (ciii) The Parties agree that whenever it is necessary There are no liens for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution any of the Interests assets or properties of the Company or its Subsidiaries, other than with respect to Taxes not yet due and payable. (iv) All material Taxes that the Company or any of its Subsidiaries is required by Law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper Governmental Authorities or deposited in accordance with applicable Law. (v) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed in writing against the Company or any of its Subsidiaries, as applicable, nor has the Company or any of its Subsidiaries executed, or been requested to execute, any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any material Tax. Neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any Tax Return, which return has not yet been filed. No power of attorney with respect to any material Taxes has been executed or filed with any Tax authority by or on behalf of the Company or its Subsidiaries. (vi) No audit or other examination of any Tax Return of the Company or any of its Subsidiaries by any Tax authority is in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. (vii) Neither the Company nor any of its Subsidiaries (x) is a party to or is bound by any Tax sharing agreement, Tax indemnity obligation or similar agreement, arrangement or practice with respect to Taxes (including, without limitation, any advance pricing agreement, closing agreement or other agreement relating to Taxes with any Tax authority); (y) is or has ever been a member of an affiliated group (other than a group the common parent of which is the Company) filing a consolidated federal income tax return; or (z) has any liability for Taxes of any Person arising from the application of Treasury Regulation 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, or by contract. (viii) Neither the Company nor any of its Subsidiaries will be required to include in a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) any taxable income attributable to income that is allocable to the portion of the Straddle Period accrued, but was not recognized, in any taxable period ending on or before the Closing DateDate or, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy portion of such Tax Return to Contributorperiod that ends on the Closing Date, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the any taxable period ending on or prior to the that includes (but does not end on) such date (a “Pre-Closing Date pursuant to Section 5.2(bTax Period”). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to result of an adjustment under Section 721(a) 481 of the Code, subject the installment method of accounting, the long-term contract method of accounting, the cash method of accounting, any comparable provision of state, local, or foreign Tax law, or for any other reason. (ix) The Company has made available for inspection to Section 707 the Partners Entities complete and correct copies of all material Tax Returns of the CodeCompany and its Subsidiaries for all taxable periods for which the applicable statute of limitations has not yet expired. (x) Section 5.1(u)(x) of the Company Disclosure Schedule sets forth (i) each jurisdiction in which the Company or any Subsidiary joins, has joined or is or has been required to join for any taxable period ending after 2008 in the filing of any consolidated, combined or unitary Tax Return, and (ii) the distribution common parent corporation and the other individual members of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under consolidated, combined or unitary group filing such Tax Return. (xi) Section 1.707-5(b5.1(u)(xi) of the Treasury Regulations pursuant Company Disclosure Schedule sets forth each state or foreign jurisdiction in which the Company or any Subsidiary files, or is or has been required to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as file, a Tax Return relating to material state income, franchise, license, excise, net worth, property or sales and use taxes or is or has been liable for any material Taxes on a “debt-financed transfernexus” shall be treated basis at any time for a taxable period for which the relevant statutes of limitation have not expired. (xxii) as The Company is not a reimbursement of Contributor’s preformation expenditures passive foreign investment company within the meaning of Section 1.707-4(d) 1297 of the Treasury Regulations Code. (xiii) The Company is not aware of any fact or circumstance that would prevent or impede, or could be reasonably be expected to prevent or impede, the greatest extent applicable, and (y) in Merger from qualifying as a transaction subject to treatment under “reorganization” within the meaning of Section 707(a368(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2section hereof (relating to Transfer Taxes), Contributor Seller shall be responsible for the payment of all Taxes incurred by or with respect relating to the Company, whether resulting from the assets or operations of the Company or otherwise, Assets for all Tax taxable periods or portions thereof ending that end prior to the close of business on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In Responsibility for Taxes relating to the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. Assets (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax taxable periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date which include but do not end on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination ) shall be made, allocated between Purchaser and Seller in accordance with the case method of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion Section 164(d) of the Straddle Period ending on or prior Code. The party which has the primary obligation to the Closing Date constitutes a separate taxable period do so under applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, law shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to file any Tax Return attributable to a Straddle Period that is required to be filed after in respect of Taxes described in this section, and that party shall pay the Closing Date with respect to the Company, Acquirer shall cause Taxes shown on such Tax Return to be preparedand notify the other party in writing of the other party's share of Taxes for which it is responsible, cause to be included in if any, of the Taxes shown on such Tax Return and how such Taxes and share were calculated, which the other party shall reimburse by wire transfer of immediately available funds no later than ten days after receipt of such notice. (b) Purchaser and Seller shall each pay half of all items transfer, recording, sales, use (including all bulk sales taxes) and other similar taxes and fees (collectively, the "Transfer Taxes") arising out of incomeor in connection with the transactions effected pursuant to this Agreement, gain, loss, deduction, other than such Taxes as are calculated with reference to the income or gain of the Seller. Responsibility for Taxes relating to the Assets (for all taxable periods which include but do not end on the Closing Date) shall be allocated between Purchaser and credit Seller in accordance with the method of Section 164(d) of the Code. The party which has the primary obligation to do so under applicable law shall file any Tax Return that is required to be included thereinfiled in respect of Taxes described in this section, furnish a copy of and that party shall pay the Taxes shown on such Tax Return to Contributorand notify the other party in writing of the other party's share of Taxes for which it is responsible, and cause if any, of the Taxes shown on such Tax Return to be timely filed with and how such Taxes and share were calculated, which the appropriate Tax Authority. Acquirer other party shall be responsible for the timely payment reimburse by wire transfer of all Taxes due with respect to the period covered by immediately available funds no later than ten days after receipt of such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b)notice. (ec) Notwithstanding Seller and the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties Purchaser shall provide such certificates and each other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as reasonably may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws either of them in connection with (i) the preparation, execution and/or filing preparation of any Tax Return and other related documentationReturn, or (ii) any audit or other examination by any Governmental Authoritytaxing authority, or any judicial or administrative proceedings relating to liability for Taxes. The party requesting assistance hereunder shall reimburse the other party for reasonable out-of-pocket expenses incurred in providing such assistance, and each will retain and provide provided, however, that no independent contractors, such as accountants or attorneys, shall be consulted without the written consent of the party requesting Party or Parties with any records or information assistance, which may consent shall not be relevant to such return, audit or examination, proceedings or determinationunreasonably withheld. (gd) The parties intend that for United States federal income tax purposesSeller shall deliver to the Purchaser at the Closing a true, correct and complete affidavit which meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) and which attests to Seller's non-foreign status (i) the contribution "FIRPTA Affidavit"). If Purchaser receives the FIRPTA Affidavit at the Closing, Purchaser shall not withhold any of the Interests shall be treated as a contribution by Contributor consideration paid to Acquirer Seller under this agreement pursuant to Section 721(a) 1445 of the Code, subject to Section 707 of the Code, Code (and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationsregulations thereunder).

Certain Tax Matters. (a) Except Xxxx.xxx and the Equityholders agree to furnish or cause to be furnished to the other, upon request, as otherwise provided in this Section 5.2promptly as practicable, Contributor such information and assistance relating to the Company and its assets, including, without limitation, access to books and records, as is reasonably necessary for the filing of all Tax Returns by Xxxx.xxx or the Equityholders, the making of any election relating to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Each of Xxxx.xxx and the Equityholders shall be responsible for retain all Taxes incurred by or books and records with respect to Taxes pertaining to the CompanyCompany and its assets for a period of at least seven (7) years following the Closing Date. At the end of such period, whether resulting from each party shall provide the assets other with at least ten (10) days prior written notice before transferring, destroying or operations discarding any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Xxxx.xxx and the Equityholders shall cooperate reasonably with each other in the conduct of any audit, litigation or other proceeding relating to Taxes involving the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirerits assets. (b) Acquirer To the extent not otherwise provided in this Agreement, the Equityholders shall be responsible for and shall promptly pay when due all Property Taxes incurred by or levied with respect to the Company, whether resulting from the assets or operations of the Company attributable to any Pre-Closing Tax Period. All Property Taxes levied with respect to the assets of the Company for the Straddle Period shall be apportioned between Xxxx.xxx and the Equityholders based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. The Equityholders shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Xxxx.xxx shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Xxxx.xxx or otherwisethe Equityholders, for all Tax periods or portions thereof beginning as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after the Closingdelivery of such statement. In the event Contributor pays that Xxxx.xxx or the Equityholders makes any payment for which it is entitled to reimbursement under this Section 6.3, the applicable party shall make such Taxes, Acquirer shall reimburse Contributor therefor within 15 reimbursement promptly but in no event later than ten (10) days after the date on presentation of a statement setting forth the amount of reimbursement to which the Taxes are paid and Acquirer presenting party is notified by Contributorentitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (c) The Parties agree that whenever it is necessary for purposes of All transfer, stamp, documentary, sales, use, registration, value-added and other similar Taxes (including all applicable real estate transfer Taxes, if any) incurred in connection with this Section 5.2 to determine Agreement and the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date transactions contemplated hereby (a “Straddle PeriodTransfer Taxes”) will be borne by the Equityholders. Xxxx.xxx and the Equityholders further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other person as may be necessary to mitigate, reduce or eliminate any Tax that is allocable to could be imposed in connection with the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)transactions contemplated hereby. (d) With respect The Equityholders shall promptly notify Xxxx.xxx in writing upon receipt by the Equityholders of notice of any pending or threatened Tax audits or assessments relating to any Tax Return attributable the income, properties or operations of the Equityholders that reasonably may be expected to relate to or give rise to a Straddle Period that is required to be filed after Lien on the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on Company or prior to the Closing Date pursuant to Section 5.2(b)its assets or business. (e) Notwithstanding The Equityholders shall deliver to Xxxx.xxx at the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as Closing a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration properly executed affidavit prepared in accordance with Treasury Regulations section 1.1445-2 (b) certifying the requirements of Section 1.707Equityholders’ non-3(c)(2) of the Treasury Regulationsforeign status.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2set forth on Schedule 4.15(a), Contributor shall all material Tax Returns required to be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken filed by or on behalf of Acquirer each of the Companies and Subsidiaries or any Affiliated Group of which each of the Companies and Subsidiaries is or was a member have been duly and timely filed with the appropriate Taxing Authority (includingafter giving effect to any valid extensions of time in which to make such filings), for this purposeand all such material Tax Returns are true, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid complete and Contributor is notified by Acquirercorrect in all material respects. (b) Acquirer shall be responsible for Except as set forth on Schedule 4.15(b), each of the Companies and Subsidiaries (or any Affiliated Group of which each of the Companies and Subsidiaries is or was a member at or prior to the Closing) has timely paid (or there has been paid on their behalf) all Taxes incurred shown as due and payable on the Tax Returns that have been filed. With respect to any period for which material Tax Returns have not yet been filed or for which material Taxes are not yet due or owing, each of the Companies and the Subsidiaries has made due and sufficient accruals for material Taxes on their books and records through the end of the last period for which the Company and the Subsidiaries ordinarily record items on their books. All required estimated Tax payments sufficient to avoid any material underpayment penalties or interest have been made by or with respect to the Company, whether resulting from the assets or operations on behalf of each of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid Companies and Acquirer is notified by ContributorSubsidiaries. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine Except as set forth on Schedule 4.15(c), the amount of any Taxes imposed or incurred by or Companies and Subsidiaries have complied in all material respects with respect all applicable Laws relating to the contribution payment and withholding of the Interests for a taxable period beginning before Taxes and ending after the Closing Date (a “Straddle Period”) that is allocable have duly and timely withheld and paid over to the portion of the Straddle Period ending on appropriate Taxing Authority all material amounts required to be so withheld and paid under all applicable Laws or before the Closing Date, the determination shall be made, accrued such amounts in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)their financial statements. (d) With respect to any Purchaser has received true and complete copies of all U.S. federal income Tax Return attributable to a Straddle Period that is required to be filed after Returns of each of the Closing Date with respect Companies and Subsidiaries relating to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b)periods since 2002. (e) Notwithstanding Schedule 4.15(e) lists all types of material Tax Returns currently filed by or on behalf of each of the foregoingCompanies and Subsidiaries. No claim has been made by a Taxing Authority in a jurisdiction where any of the Companies or Subsidiaries does not file Tax Returns such that they are or may be subject to taxation by that jurisdiction. (f) Except as set forth on Schedule 4.15(f), all material deficiencies asserted or assessments made as a result of any examinations by any Taxing Authority of the Tax Returns of, or including, the Companies or Subsidiaries have been fully paid, and there are no other audits or investigations by, or disputes with, any Taxing Authority in progress, nor to Seller's Knowledge has the Seller, any of the Companies or Subsidiaries received notice from any Taxing Authority that it intends to conduct such an audit or investigation. Except as set forth in Schedule 4.15(f), no issue has been raised by any Taxing Authority in any prior examination of the Companies or Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency for any subsequent taxable period. (g) Except as set forth on Schedule 4.15(g), none of the Companies or the Subsidiaries nor any other Person on their behalf has (i) agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of Law or has to Seller's Knowledge, received written notice from any Taxing Authority proposing any such adjustment, or has any application pending with any Taxing Authority requesting permission for any changes in accounting methods that relate to any of the Companies or Subsidiaries, (ii) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision of Law with respect to any of the Companies or Subsidiaries, (iii) requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed, (iv) granted any extension of the period for the assessment or collection of Taxes, which period (after giving effect to such extension) has not yet expired, or (v) other than in the Ordinary Course of Business, granted to any Person any power of attorney that is currently in force with respect to any Tax matter. (h) Except as set forth on Schedule 4.15(h), none of the Companies or Subsidiaries (i) is a party to any tax sharing, allocation, indemnity or similar agreement or arrangement (whether or not written) pursuant to which it will have any obligation to make any payments after the Closing, (ii) is subject to any private letter ruling of the IRS or comparable rulings of any Taxing Authority and (iii) has constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (A) in the two years prior to the extent that transfer taxes arise from date of this Agreement or (B) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (fi) Each Party shall fileExcept as set forth on Schedule 4.15(i), to none of the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties Companies or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing Subsidiaries has ever been a member of any consolidated, combined, affiliated or unitary group of corporations for any Tax Return and purposes other related documentation, than a group of which any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide Affiliate of a Seller is the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationcommon parent. (gj) The parties intend None of the Companies or Subsidiaries has participated in, or cooperated with, an international boycott within the meaning of Section 999 of the Code or any similar provision of Law. (k) None of the Companies or Subsidiaries has participated in a "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4(c)(3)(i)(A) or any similar provision of Law. (l) Except as set forth on Schedule 4.15(l), none of the Companies or Subsidiaries is currently a party to a "gain recognition agreement," as such term is defined in Treasury Regulations Section 1.367(a)-8 or any similar provision of Law. (m) Subject to the elections referred to in Section 6.2(c), Schedule 4.15(m) hereto contains a complete and accurate listing of each of the Companies and Subsidiaries formed under the non-U.S. law indicating, in each case, whether such Company or Subsidiary is classified (within the meaning of Treasury Regulations Sections 301.7701-1 through 301.7701-3) as a corporation, a partnership or disregarded entity for U.S. tax purposes. (n) There are no Liens, except for Permitted Exceptions, as a result of any unpaid Taxes upon any of the assets of any of the Companies or Subsidiaries. (o) Except as set forth on Schedule 4.15(o), there is no taxable income of any of the Companies or Subsidiaries that for United States will be reportable in a taxable period beginning after the Closing Date that is attributable to a transaction (such as an installment sale) that occurred prior to the Closing. (p) Except as set forth on Schedule 4.15(p), each of the Companies and Subsidiaries has disclosed on its federal income Tax Returns all positions taken therein that could give rise to substantial understatement of federal income tax purposeswithin the meaning of Section 6662 of the Code. (q) Except as set forth on Schedule 4.15(q), since December 31, 2004, (i) the contribution of the Interests shall be treated as a contribution there has not been any material change by Contributor to Acquirer pursuant to Section 721(a) of the Codeany Company or Subsidiary in accounting or Tax reporting principles, subject to Section 707 of the Codemethods or policies, and (ii) no Company or Subsidiary has made or rescinded any material election relating to Taxes or settled or compromised any material claim relating to Taxes. (r) In the event the Sellers cause CSG International or any Affiliate to distribute cash or assets to CSG Netherlands, such distribution will qualify for the "participation exemption" under the tax Law of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(bNetherlands. (s) To the extent applicable, there are no circumstances existing which could result in the application of section 17, section 78, section 79, or sections 80 to 80.04 of the Treasury Regulations pursuant Income Tax Act (Canada), or any equivalent provision under applicable Canadian provincial law, to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated Companies or Subsidiaries. (xt) as a reimbursement of Contributor’s preformation expenditures Except for CSG Systems Canada Corp., the Companies and Subsidiaries are not "Taxable Canadian Property" within the meaning of Section 1.707-4(dsubsection 248(1) of the Treasury Regulations to Income Tax Act (Canada). (u) At Closing, CSG Australia will not have a franking deficit (as provided for in section 160APJ of the greatest extent applicable, and Income Tax Assessment Act of 1936 (yCommonwealth of Australia) in a transaction subject to treatment under Section 707(a(the "1936 Tax Act") or section 205-40(2) of the CodeIncome Tax Assessment Act of 1997 (Commonwealth of Australia) (the "1997 Tax Act") nor, and its implementing Treasury Regulationsif CSG Australia were to have received immediately before Closing the amount of any refund of Tax which CSG Australia expects to receive after Closing in respect of any period up to Closing, as would the refund result in part CSG Australia having a sale, and in part a contribution, by Contributor franking deficit at Closing. (v) CSG Australia is an exempting entity under Australian Law. (w) The share capital account of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment Companies or Subsidiaries are not tainted share capital accounts within the meaning of Division 7B of Part IIIAA of the contribution 1936 Tax Act (Australia) or any similar provision of Law and the Companies or Subsidiaries have not taken any action that might cause the Companies' or Subsidiaries' share capital account to become a tainted share capital account, nor has an election been made at any time to untaint the Companies' or Subsidiaries' share capital account. (x) The sale of the Interests, Securities will not result in the Cash Consideration, and the Acquirer Debt, including disclosing the payment application of Subdivision 104-J of the Cash Consideration in accordance with 1997 Tax Act (Australia) to the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsCompanies or Subsidiaries.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor shall be responsible for all Taxes incurred by or with respect to the Companyextent otherwise required under applicable Law, whether resulting from the assets or operations parties shall treat the taxable year of the Company or otherwise, as ending for all Tax periods or portions thereof ending purposes at the end of the day on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer Parent shall prepare or cause to be responsible for prepared and file or cause to be filed all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations Returns of the Company and the Subsidiary (i) for any taxable period that ends on or otherwise, for all Tax periods or portions thereof beginning before the Closing Date that are due after the Closing. In Closing Date taking into account applicable extensions (each, a “Pre-Closing Period Tax Return” and the event Contributor pays taxable period, a “Pre-Closing Tax Period”) and (ii) for any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning on or before the Closing Date and ending after the Closing Date (each, a “Straddle Period Tax Return” and the taxable period, a “Straddle Period”). Unless otherwise required by applicable Law, Parent shall prepare such Returns in a manner consistent with the past practice of the Company and the Subsidiary. Each such Return will be submitted to the Securityholder Representative for review and comment at least twenty (20) days prior to the date such Return is filed and the Parent shall incorporate any reasonable comments made by the Securityholder Representative prior to the filing of such Return. In the event there is a disagreement as to whether revisions requested by the Securityholder Representative should be included in any such Return, Securityholder Representative and Parent shall attempt in good faith to resolve such disagreement. Any such disagreement that is allocable cannot be resolved between the Securityholder Representative and Parent shall be submitted to and resolved by the Independent Accountant , whose decision shall be final. Notwithstanding the above, Parent shall be entitled to file any such Return by its due date. In the event such Return does not reflect resolution of the disagreement (whether resolved by Parent and the Securityholder Representative together or by the Independent Accountant), such Return shall be amended as necessary to conform with the resolution of the disagreement. The fees and costs of the Independent Accountant in connection with any dispute under this Section 4.12(b) shall be split equally between the Parent, on the one hand, and the Shareholders on the other hand. All Taxes shown due and payable on such Returns shall be subject to indemnification as provided under Section 6.2(a)(iii). (c) In the case of any taxable period that begins on or before the Signing Date and ends after the Signing Date (whether or not such period ends on, before or after the Closing Date), the portion of Taxes for such period which relates to the portion of the Straddle Period such taxable period ending on or before the Closing Date, the determination Signing Date shall be made, (i) in the case of property any Taxes, other than Taxes based upon or ad valorem related to income or franchise Taxes receipts or expenses (which are measured bye.g., or based solely upon, capital, debt, or a combination thereofpayroll Taxes), be deemed to be the amount of such Tax for the entire taxable period multiplied by prorating such Taxes ratably a fraction the numerator of which is the number of days in the taxable period ending on a per diem basis andthe Signing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of other Taxesany Tax based upon or related to income or receipts or expenses, by assuming that such portion be deemed equal to the amount which would be payable if the relevant taxable period ended as of the Straddle Period ending on or prior to end of the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)Signing Date. (d) With respect Parent and the Securityholder Representative shall, and each shall cause its Affiliates, to cooperate as and to the extent reasonably requested by the other parties, in connection with the preparation and filing of Returns and in any Tax audit, examination or other Tax proceeding. Such cooperation shall include retaining and providing records and information that are reasonably relevant to any such matters and making employees available on a mutually convenient basis to provide additional related information and explanation. The parties shall, and shall cause their respective Affiliates to, retain all Returns of the Company and the Subsidiary, schedules and work papers and all material records or other documents relating to Tax Return attributable to a Straddle Period that is required to be filed matters of the Company and the Subsidiary for the taxable period first ending after the Closing Date with respect to and for all prior taxable periods until the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items expiration of income, gain, loss, deduction, and credit required to be included therein, furnish a copy the statute of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion limitations of the taxable period ending on or prior periods to the Closing Date pursuant to Section 5.2(bwhich such Returns and other documents relate (including extensions). (e) Notwithstanding Parent and the foregoingSecurityholder Representative agree, upon request of the other, to the extent use reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall could otherwise be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxesimposed. (f) Each Party Any refund of Taxes of the Company (including interest thereon) with respect to a taxable period or portion thereof ending on or before the Signing Date shall filebe the property of the Shareholders and shall be promptly paid to the Shareholders by Parent if received by Parent or any of its Affiliates or the Company, (i) provided that such Taxes were either paid by the Company on or before the Signing Date, taken into account in the determination of the Final Adjustment or otherwise borne economically by the Shareholders, (ii) not to the extent required by applicable that such Tax Laws, all necessary Tax Returns and other documentation with respect refund was taken into account in the determination of the Final Adjustment or attributable to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide losses or deductions incurred after the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for TaxesSigning Date, and each will retain and provide (iii) not to the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationextent that payment of the refund would result in less than 40% “continuity of interest” under Treasury Regulation Section 1.368-1(e). (g) The parties intend Except as otherwise required by applicable Law or Section 4.12(b), Parent shall not, nor shall Parent cause or permit its Affiliates to, amend, re-file or otherwise modify any Return of the Company for any taxable period that for United States federal income tax purposesends on or before the Signing Date or begins before and ends after the Signing Date. (h) Any transfer taxes (including real property and stock transfer Taxes), stamp duties, filing fees, registration fees, recordation expenses or other similar taxes, fees, charges or expenses, including penalties and interest thereon (“Transfer Taxes”) incurred by the Shareholders, the Company or any other party in connection with the First Step Merger or the Second Step Merger or in connection with any of the other transactions contemplated by this Agreement shall be borne by the Shareholders. Shareholders shall file all necessary documentation and Returns with respect to such Transfer Taxes. (i) At Closing, the contribution Company shall deliver to Parent certification, in form and substance acceptable to Parent, that the Company has not been during the five years preceding the Closing Date a US real property holding corporation for purposes of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) 897 of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” Such certification shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) regulations promulgated under Sections 897 and 1445 of the Treasury RegulationsCode.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2herein, Contributor the Buyer shall cause to be responsible for all Taxes incurred by or filed any Tax Returns required to be filed with respect to the Company, whether resulting Company after the Closing Date. The Buyer shall be entitled to recover from the assets or operations FN Shareholders if and to the extent that any Taxes of the Company were not paid or otherwiseadequately accrued for periods (or partial periods) ending on the date of the Most Recent Financial Statements, to the extent required by GAAP to be so accrued on such statements. (b) The Buyer shall cause to the Company to consent to join, for all Tax taxable periods or portions thereof of the Company ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, Closing Date for this purpose, actions taken by which the Company on is eligible to do so, in any consolidated federal, state and local income and franchise Tax Returns which FII shall request it to join. FII shall cause to be prepared and filed all such consolidated or after combined Tax Returns. The Buyer agrees to take no position inconsistent with the Closing Date). In Company's being a member of the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after consolidated or combined groups of which FII is the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible common parent for all such periods. FII and the other FN Shareholders shall cause to be timely paid all Taxes incurred to which such Tax Returns relate for all such periods covered by or with respect to the Company, whether resulting from the assets or operations of such Tax Returns. The Buyer shall not permit the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays to make any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date distributions on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable could reasonably be expected to cause FII or any member of its consolidated group to realize any gain on the portion of the Straddle Period FII consolidated return for periods ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (dc) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after periods ending before or including the Closing Date with respect to which the Buyer is responsible for filing Tax Returns pursuant to Section 7.3(a) hereof, the Buyer may, or may cause the Company to, make or change any election, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, Acquirer shall cause such surrender any right to claim a refund of Taxes, or take any other similar action, or omit to take any action relating to the filing of any Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with or the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due any Tax; provided, that the Buyer shall not take any such action without the prior written consent of FII (which consent shall not be unreasonably withheld) if any such action could reasonably be expected to materially increase the Tax liability of FII or the Company with respect to the any Tax period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period (or partial period) ending on or prior to before the Closing Date pursuant Date. (d) The Buyer shall promptly pay or shall cause prompt payment to Section 5.2(b)be made to FII of all refunds of Taxes and interest thereon received by the Buyer, any Affiliate of the Buyer or the Company which are attributable to any Tax period (or partial period) ending on or before the Closing Date. (e) Notwithstanding the foregoingFII agrees to, to the extent that transfer taxes arise from the transactions contemplated by this Agreementand hereby does, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless the Buyer from and against its share any liability of the Company for Taxes of any such transfer taxes within thirty Person other than the Company with respect to any period (30or any partial period) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to ending on or before the extent reasonably required to minimize transfer taxesClosing Date (i) under Treasury Regulation Section 1.1502-6, (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (f) Each Party All tax sharing agreements or similar agreements with respect to or involving any of the FN Shareholders and the Company shall filebe terminated as of the Closing Date and, to after the extent required Closing Date, neither the Company nor any subsidiary shall be bound thereby or have any liability thereunder. (g) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any gains, transfer or other Tax imposed in any state or subdivision), shall be paid by applicable Tax Lawsthe FN Shareholders when due and the FN Shareholders will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes for which such Party is responsible hereunder. In additionand fees, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise and, if required by applicable Tax Laws law, the Buyer will, and will cause its affiliates to, join in connection with the preparation, execution and/or filing of any such Tax Return Returns and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (gh) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests FII shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, accurately and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, completely prepare and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all required federal, state, local and foreign Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of amendments thereto required to be filed by it on or before the contribution of Closing Date which relate to the InterestsCompany, the Cash Consideration, operations thereof and the Acquirer DebtProperties. FII will ensure that the Buyer shall have a reasonable opportunity to review each such return and amendment prior to the filing thereof to the extent that such return or amendment relates to FN or FRN, including disclosing the payment of operations thereof or the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsProperties.

Certain Tax Matters. The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain tax matters following the Closing Date: (a) Except as otherwise provided in this Section 5.2, Contributor Tax Periods Ending on or Before the Closing Date. PNFC shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for PNIC for all periods ending on or prior to the Closing Date which are filed after the Closing Date. PNFC shall be responsible for all Taxes incurred by the payment of any federal, state, local or with respect to the Company, whether resulting from the assets or operations foreign income taxes of the Company or otherwise, PNIC for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, if not previously paid or accrued on the determination Final Closing Balance Sheet. None of Buyer, any member of the affiliated group of which Buyer is a member (the "Buyer Group") or PNIC shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause reimburse either Seller or any other person for any such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, taxes; and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer PNFC shall indemnify and hold Contributor Buyer, all other members of the Buyer Group and PNIC harmless from all liabilities for any such taxes (including, without limitation, any additions to tax, penalties and against its share interest). PNFC shall be entitled to any refunds (except any refund resulting from carrybacks from taxable periods beginning after the Closing Date) not heretofore received for taxable periods of PNIC ending on or before the Closing Date. Buyers shall promptly pay, or cause PNIC to pay, to Sellers the amount of any such transfer taxes within thirty refund (30to which PNFC is entitled hereunder) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall filethat is received by PNIC or Buyer; provided, to the extent required by applicable Tax Lawshowever, all necessary Tax Returns and other documentation with that any amount payable in respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests refund shall be treated as a contribution reduced by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Considerationany taxes incurred, and the Acquirer Debtpresent value (based on a discount rate of 5%) of any taxes to be incurred, including disclosing the payment by Buyer, any other member of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) Buyer Group or PNIC as a result of the Treasury Regulationsaccrual or receipt of the refund.

Certain Tax Matters. (ai) Except as otherwise provided in this Section 5.2Purchaser shall prepare or cause to be prepared, Contributor shall consistent with past practice, and file or cause to be responsible filed all Tax Returns for the Company for all periods ending on or prior to the Closing which are filed after the Closing. Purchaser shall permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Sellers shall pay all Taxes incurred by or shall reimburse Purchaser for any Taxes of the Company with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before September 30, 1999 within 15 days after payment by Purchaser or the Company of such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the September 30, 1999 Balance Sheet (rather than in any notes thereto) or to the extent that they were otherwise taken into account in any adjustment of the Purchase Price for any of the Shares pursuant to this Agreement. (ii) Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for periods which begin before the Closing and end after the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor Sellers shall reimburse Acquirer therefor pay to Purchaser within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Companyperiods ending on or before September 30, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the 1999 an amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable equal to the portion of such Taxes which relates to the Straddle Period period ending on September 30, 1999 to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the September 30, 1999 Balance Sheet (rather than in any notes thereto) or before to the Closing Dateextent that they were otherwise taken into account in any adjustment of the Purchase Price for any of the Shares pursuant to this Agreement. The Company shall pay all Taxes which relate to any period subsequent to September 30, the determination shall be made1999. For purposes of this Section, in the case of property or ad valorem or franchise any Taxes (which that are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably imposed on a per diem periodic basis andand are payable for a taxable period that includes (but does not end on) September 30, 1999, the portion of such Tax which relates to the portion of such period ending on September 30, 1999 shall: (x) in the case of any Taxes other Taxesthan Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by assuming a fraction the numerator of which is the number of days in the period ending on September 30, 1999 and the denominator of which is the number of days in the entire period; and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on September 30, 1999. Any credits relating to a taxable period that such portion begins before and ends after September 30, 1999 shall be taken into account as though the relevant period ended on September 30, 1999. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Straddle Period ending on or prior Company. (iii) Purchaser, the Company and the Sellers shall cooperate fully, as and to the Closing Date constitutes extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 9(a) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a separate taxable period applicable mutually convenient basis to provide additional information and explanation of any material provided hereunder. To the extent not delivered to Purchaser, the Sellers agree: (A) to retain all books and records with respect to Tax matters pertinent to the Company and relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by taking into account Purchaser, any extensions thereof) of the actual respective taxable events occurring during such period (except that exemptions, allowancesperiods, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as to abide by all record retention agreements entered into with any taxing authority; and (B) to give the deduction for depreciation, shall be apportioned to the period other party reasonable written notice prior to transferring, destroying or discarding any such books and including records and, if the Closing Date ratably on a per diem basis). (d) With respect other party so requests, the Sellers shall allow Purchaser to take possession of such books and records. Purchaser and the Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax Return attributable to a Straddle Period that is required to could be filed after the Closing Date imposed (including, but not limited to, with respect to the Companytransactions contemplated hereby), Acquirer including, where appropriate, the execution and filing of any and all consents, waivers, extensions of any applicable statutes of limitations, powers of attorney and other documents as shall cause be reasonably requested by any party hereto in connection with such Tax Return to be preparedaudit, cause to be included assessment or other controversy. (iv) Purchaser shall promptly notify the Sellers in such writing within 10 days of receipt by Purchaser or any of its Affiliates of notice of: (A) any pending or threatened federal, state, local or foreign Tax Return all items audits or assessments of incomethe Company; and (B) any pending or threatened federal, gainstate, loss, deduction, and credit required to be included therein, furnish a copy local or foreign Tax audits or assessments of such Tax Return to Contributor, and cause such Tax Return to be timely filed with Purchaser or any of its Affiliates which may affect the appropriate Tax Authority. Acquirer shall be responsible Liabilities for Taxes of the timely payment of all Taxes due Company with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable any period ending on or prior before September 30, 1999. The Sellers shall promptly notify Purchaser in writing within 10 days of receipt by the Sellers of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to the Closing Date pursuant income, properties or operations of the Company. The Sellers shall select an independent tax representative, who shall be reasonably acceptable to Section 5.2(b)Purchaser: (x) to represent the Company's interest with respect to any such Tax audit or assessment, including in any administrative or court proceeding relating thereto; and (y) to employ counsel of its choice at its expense and to control the conduct of such audit, assessment, or proceeding, including settlement or other disposition thereof. The Sellers, Purchaser and the Company will cooperate with the representative and its counsel in the defense against or compromise of any claim in any such audit, assessment, or proceeding and the Company shall keep the Sellers apprized of any material developments in such audit, assessment, or proceeding. (ev) Notwithstanding All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any corporate-level gains tax triggered by the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes ) shall be borne fifty percent (50%) paid by Contributor the Sellers when due, and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall fileSellers will, to the extent required by applicable Tax Lawsat their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes for which and fees, and, if required by applicable Law, Purchaser will, and will cause its Affiliates to, join in the execution of any such Party is responsible hereunder. In addition, each Party shall Tax Returns and other documentation. (vi) Purchaser and the Sellers agree upon request to provide the other Parties party with such assistance as all information that either party may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return to report pursuant to IRC Section 6043 and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationall Treasury Regulations promulgated thereunder. (gvii) The parties intend that for United States federal income All tax purposessharing agreements or similar agreements with respect to or involving the Company, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Considerationon one hand, and the Acquirer DebtSellers, including disclosing on the payment other hand, shall be terminated as of the Cash Consideration in accordance with Closing and, after the requirements of Section 1.707-3(c)(2) of Closing, the Treasury RegulationsCompany shall not be bound thereby or have any liability thereunder.

Certain Tax Matters. All payments to be made by the Company under the this Note (awhether in cash or on Ordinary Shares) Except as otherwise provided in this Section 5.2, Contributor shall be responsible for all Taxes incurred made without any Tax Deduction (as defined below) unless a Tax Deduction is required by law. The Company shall promptly upon becoming aware that it must make a Tax Deduction (or with respect that there is any change in the rate or the basis of a Tax Deduction) notify the Holder accordingly. If a Tax Deduction is required by law to be made by the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of the payment due from the Company under this Note shall be increased to an amount which (after making any Taxes imposed or incurred by or with respect Tax Deduction) leaves an amount equal to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (payment which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to would have been due under this Note if no Tax Deduction had been required. If the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the Closing Date with respect to time allowed and in the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the minimum amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remitlaw. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within Within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably making either a Tax Deduction or any payment required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with that Tax Deduction, the preparation, execution and/or filing of Company shall deliver to the Holder evidence reasonably satisfactory to the Holder that the Tax Deduction has been made and that any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating appropriate payment has been paid to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposestaxing authority. For greater certainty, (i) this Section 36 applies to all payments, whether in the contribution form of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Codecash, subject to Section 707 of the CodeOrdinary Shares or otherwise, made under this Note, and (ii) the distribution Company is obligated to indemnify the Holder pursuant to this Section 36 in the event that a Tax Deduction is required in respect of any payment to be made to the Holder under this Note and the company and/or its subsidiaries fail to comply with this Section 26. For purposes of this Section 36, “Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the Debt Financed Cash Consideration shall qualify as a same) and “debt- financed transferTax Deduction” under Section 1.707-5(b) means any deduction or withholding for or on account of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationsany Tax.

Certain Tax Matters. (a) Except Upon written request from New Sabine Holdings following the Closing, New Forest shall, and shall cause its Subsidiaries to, timely cooperate with and as otherwise provided requested by New Sabine Holdings in this Section 5.2making, Contributor an election pursuant to Treasury Regulation § 301.7701-3 to treat Sabine Holdings as an association taxable as a corporation for U.S. federal and applicable state income Tax purposes (a “CTB Election”), with such CTB Election effective on a date selected by New Sabine Holdings that is no later than the date of the Sabine Reorganization (the “Sabine Reorganization Date”). It is understood and agreed that New Sabine Holdings may make or cause to be made the CTB Election prior to the Closing with an effective date no later than the Sabine Reorganization Date. No CTB Election shall be responsible for revoked within five (5) years of the Closing Date, without the prior written consent of New Sabine Holdings (which such consent may be withheld in New Sabine’s sole discretion). (b) New Sabine Holdings shall prepare or cause to be prepared and timely file or cause to be timely filed, all Taxes incurred federal and state income Tax Returns required to be filed by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid Sabine Holdings and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or its Subsidiaries with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b(any such Tax Return, a “Sabine Holdings Pre-Closing Income Tax Return”). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes . Such Sabine Holdings Pre-Closing Income Tax Returns shall be borne fifty percent prepared in a manner consistent with past practice in all material respects (50%including all prior elections, accounting methods and positions taken on prior Tax Returns) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are unless required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of Law; provided, that any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Sabine Holdings Pre-Closing Income Tax Returns for any period or portion of a period following the effectiveness of the CTB Election shall be prepared in a manner reflecting and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection consistent with the preparationCTB Election (if applicable), execution and/or filing including the commencement of the taxable year of Sabine Holdings as a corporation for applicable income tax purposes on the effective date specified in the CTB Election. New Sabine Holdings shall control any Tax Return and other related documentationdispute, including any audit or other examination by any Governmental Authority, or and any judicial or administrative proceedings proceeding, relating to liability any Sabine Holdings Pre-Closing Income Tax Return; provided, however, that New Sabine Holdings shall not settle, compromise or abandon any such dispute or proceeding that (i) relates to a Sabine Holdings Pre-Closing Income Tax Return for Taxesan entity treated as a corporation for purposes of such return and that would have an adverse effect that is not immaterial on New Forest or its subsidiaries or (ii) would have an adverse effect that is not immaterial on New Forest or its subsidiaries for a taxable period ending after the Closing Date, and each will retain and provide the requesting Party without New Forest’s prior written consent (not to be unreasonably withheld, conditioned or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationdelayed). (gc) The parties intend that for United States New Forest shall prepare or cause to be prepared and timely file or cause to be timely filed, all federal and state income tax purposes, Tax Returns required to be filed by or with respect to Sabine Holdings and its Subsidiaries with respect to any taxable period including but ending after the Closing Date (i) the contribution of the Interests “Sabine Holdings Straddle Income Tax Returns”). Such Sabine Holdings Straddle Income Tax Returns shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times prepared in a manner consistent with this intended treatment past practice in all material respects (including all prior elections, accounting methods and positions taken on prior Tax Returns) unless required by Law; provided that any such Sabine Holdings Straddle Income Tax Returns for any period or portion of a period following the effectiveness of the contribution CTB Election shall be prepared in a manner reflecting and consistent with the CTB Election (if applicable), including the commencement of the Intereststaxable year of Sabine Holdings as a corporation for applicable income tax purposes on the effective date specified in the CTB Election. New Forest shall control any dispute, the Cash Considerationincluding any audit or other examination by any Governmental Authority, and any judicial or administrative proceeding, relating to any Sabine Holdings Straddle Income Tax Return; provided, however, that New Forest shall not settle, compromise or abandon any such dispute or proceeding that would have an adverse effect that is not immaterial on New Sabine Holdings or its direct or indirect owners without New Sabine Holdings’ prior written consent (not to be unreasonably withheld, conditioned or delayed). (d) New Forest shall, and shall cause its Subsidiaries to, provide New Sabine Holdings, at the Acquirer Debtexpense of New Sabine Holdings, including disclosing the payment of the Cash Consideration with such cooperation and assistance as may be reasonably requested in accordance connection with the requirements preparation and filing of any Sabine Holdings Pre-Closing Income Tax Return and any dispute or proceeding referred to in Section 1.707-3(c)(2) of the Treasury Regulations6.18(b).

Certain Tax Matters. (a) Except as otherwise provided After the Closing Date, the Water Authority ------------------- shall provide 66 notice to JWS or the Parent in writing within 30 days after its receipt of any correspondence, notice, or other communication from a taxing authority or any representative thereof of any pending or threatened tax audits, or any pending or threatened judicial or administrative proceeding that involves taxes, for taxable periods for which JWS may have a liability under this Section 5.2Agreement, Contributor shall be responsible for including tax accounting changes that may create a future liability, and furnish JWS or the Parent with copies of all Taxes incurred by correspondence received from any taxing authority in connection with any audit or information request with respect to any such taxable period for which JWS or the CompanyParent may be liable to pay any taxes under this Agreement. (a) Notwithstanding any provision of this Agreement to the contrary, whether resulting from the assets with respect to any claim for refund, audit, examination, notice of deficiency or operations assessment or any judicial or administrative proceeding that involves taxes of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, JWS (other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, tax claim relating solely to taxes for this purpose, actions taken by the Company on or after a tax period subsequent to the Closing Date) (a "Tax Claim"), JWS shall control all --------- proceedings taken in connection with such Tax Claim. In JWS and the event Acquirer pays Water Authority shall reasonably cooperate in contesting any Tax Claim of any jurisdiction other than any taxing authority having jurisdiction in any service area covered by the Business, which cooperation shall include, without limitation, the retention and the provision upon reasonable request of records and information which are reasonably relevant to such TaxesTax Claim, Contributor shall reimburse Acquirer therefor within 15 days after the date and making employees available on which the Taxes are paid and Contributor is notified by Acquirer.a mutually (b) Acquirer JWS shall be responsible for all Taxes entitled to any refunds or credits of taxes attributable to JWS arising in any tax periods prior to the Closing Date. The Water Authority shall promptly notify and forward to JWS the amounts of any refunds, credits or benefits due to JWS hereunder, less any reasonable expenses related thereto incurred by or with respect to the CompanyWater Authority, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning within 10 Business Days after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributorreceipt thereof. (c) The Parties agree that whenever it is necessary for purposes All transfer, documentary, sales, use, registration and other such taxes (including, but not limited to, all applicable real estate transfer or gains taxes) and fees (including any penalties, interest and addition to such taxes), if any, incurred in connection with the transactions contemplated hereby shall be the obligation of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before JWS and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on shall be paid at or before the Closing DateClosing. (d) At or prior to the Closing, the determination JWS shall be made, in the case of pay all installments on real property or ad valorem or franchise Taxes (which taxes that are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or due and payable prior to the Closing Date constitutes a separate taxable period applicable to on the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be real property included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax AuthorityAcquired Assets. Acquirer JWS shall not be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending any installments on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer real property taxes that are required by Law to collect due and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to payable after the extent reasonably required to minimize transfer taxesClosing Date. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor Parent shall be responsible for all Taxes incurred by or preparing each Tax Return with respect to the CompanyGroup Companies for any Pre-Closing Tax Period or Straddle Tax Period (“Parent Tax Returns”), whether resulting from and Buyers shall cause the assets or operations Acquired Companies to provide such information in the custody of the Company or otherwise, Acquired Companies as is necessary to prepare such Parent Tax Returns. Parent shall provide a draft of each such Parent Tax Return to Buyers for all Tax periods or portions thereof ending on or its review and comment at least forty-five (45) days before the Closingdue date for such filing, other than Taxes becoming taking into account any extensions of such due as date. If Buyers objects to any item on any such Parent Tax Return, it shall, within ten (10) days after delivery of such Parent Tax Return, notify Parent in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a result notice of actions taken objection shall be duly delivered, the Parties shall negotiate in good faith and use their commercially reasonable efforts to resolve such items. If the Parties are unable to reach such agreement within ten (10) days after receipt by or on behalf Parent of Acquirer (includingsuch notice, for this purpose, actions taken the disputed items shall be resolved by the Company on or after Independent Accountant and any determination by the Closing Date)Independent Accountant shall be final. In The Independent Accountant shall resolve any disputed items within twenty (20) days of having the event Acquirer pays item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such TaxesParent Tax Return, Contributor Parent Tax Return shall reimburse Acquirer therefor within 15 days after be filed as prepared by Parent and then amended to reflect the date on which Independent Accountant’s resolution. The costs, fees and expenses of the Taxes are paid and Contributor is notified Independent Accountant shall be borne equally by Acquirerthe Parties. (b) Acquirer shall be responsible for Buyers agree to cooperate (and to cause the Acquired Companies to cooperate) with Seller, to the extent reasonably required after the Closing Date in connection with the preparation, execution and filing of all Taxes incurred Tax Returns, and the payment by or Parent of its Taxes, with respect to the Company, whether resulting from the assets or operations any prior tax year of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by ContributorAcquired Companies. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer Buyers shall be responsible for the timely payment of and pay all stock transfer Taxes, real property transfer or mortgage Taxes, sales Taxes, documentary stamp Taxes, recording charges, Taxes due with respect to the period covered by such Tax Returnand fees and other similar Taxes, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoingif any, to the extent that transfer taxes arise arising from the transactions contemplated by this Agreement. Each of the Parties shall prepare and file, such transfer taxes or shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid prepared and filed, and shall fully cooperate with the other Party with respect to the applicable Tax Authority preparation and filing of, any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect filings relating to all any such Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance or charges as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationrequired. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.26.1(c) (relating to Transfer Taxes, Contributor as defined below), Seller and Parent, jointly and severally, shall be responsible liable for and pay, and pursuant to the procedures provided in Article XII, shall indemnify, hold harmless, and defend the Purchaser Indemnified Parties from and against all Losses or Expenses of any kind whatsoever which may at any time be incurred by, imposed upon, or asserted or awarded against the Purchaser Indemnified Parties arising out of or resulting from (i) Taxes relating to Seller, the Branch Offices, the Assets or the Assumed Liabilities for all Taxes incurred by or taxable periods that end prior to the close of business on the Closing Date, and (ii) with respect to taxable periods (or portion thereof) that include (but do not end on) the CompanyClosing Date, whether resulting from except for Taxes that are imposed on a periodic basis taken into account in computing the assets Pro-Rata Adjustment, all Taxes relating to Seller, the Branch Offices, the Assets or operations the Assumed Liabilities attributable to the portion of the Company or otherwise, for all Tax periods or portions thereof such taxable period ending on at or before the Closing, other than Taxes becoming due Closing Date as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any if such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations taxable period ended as of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes close of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) it being understood and agreed that is allocable all Taxes relating to Seller or the Branch Offices unrelated to the portion Assets or the Assumed Liabilities shall in all events be payable by Seller). (i) Seller shall prepare and file any Tax Return required to be filed in respect of Taxes described in Section 6.1(a)(i) and shall pay the Straddle Period ending Taxes shown due on or before the Closing Date, the determination shall such Tax Return. (ii) With respect to Tax Returns required to be made, filed in the case respect of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereofdescribed in Section 6.1(a)(ii), by prorating Seller shall prepare and file any such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending Tax Returns due (without extensions) on or prior to the Closing Date constitutes a separate taxable period applicable and, to the Company extent Purchaser has the obligation to do so under Applicable Law, Purchaser shall prepare and file any such Tax Returns due (without extensions) after the Closing Date. The party that is required to file any Tax Return under this Section 6.1(b)(ii) shall remit the Taxes shown on such Tax Return and notify the other party in writing of the other party’s share of such Taxes for which it is responsible, pursuant to this Agreement, which the other party shall reimburse by taking into account wire transfer of immediately available funds no later than ten (10) calendar days after receipt of such notice. (c) One-half (1/2) of all sales (including bulk sales), use, transfer, recording, privilege, documentary, assignment, gains, gross receipts, registration, conveyance, excise, license, stamp, duties or similar Taxes and fees (collectively, “Transfer Taxes”) incurred in connection with or resulting from this Agreement and the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, transactions contemplated hereunder shall be apportioned paid by each of Seller and Purchaser. Seller shall prepare and file the relevant Tax Return and remit the Taxes shown on such Tax Return. Seller shall notify Purchaser in writing of Purchaser’s one-half (1/2) share of such Transfer Taxes for which it is responsible pursuant to this Agreement, which the other party shall reimburse by wire transfer of immediately available funds no later than ten (10) calendar days after receipt of such notice. Notwithstanding the foregoing, no party shall make any payment or file any Tax Return with respect to the period prior to and including Transfer Taxes without the Closing Date ratably on a per diem basis)consent of the other party, which shall not be unreasonably delayed, conditioned or withheld. (d) With respect to any Any Tax Return attributable filed by one party related to a Straddle Period that is required to Taxes for which the other party may be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer liable under this Agreement shall be responsible for the timely payment of all Taxes due prepared in a manner consistent with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b)past practice. (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor Seller and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties Purchaser shall provide such certificates and each other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as reasonably may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws either of them in connection with (i) the preparation, execution and/or filing preparation of any Tax Return and other related documentationReturn, or (ii) any audit or other examination by any Governmental AuthorityEntity, or any judicial or administrative proceedings relating to liability for Taxes. The party requesting assistance hereunder shall reimburse the other party for reasonable out-of-pocket expenses incurred in providing such assistance. (f) If the parties are unable to resolve any disagreement relating to any Tax matter under this Section 6.1, the disagreement shall be referred to a nationally recognized independent accounting firm mutually acceptable to the parties, acting reasonably (the “Independent Expert”). The Independent Expert shall resolve the disagreement within thirty (30) days and each will retain the parties agree the decision of the Independent Expert shall be conclusive and provide binding. The fees of the requesting Party or Parties with any records or information which may Independent Expert shall be relevant to such return, audit or examination, proceedings or determinationdivided equally between the parties. (g) The parties intend that for United States federal income tax purposesFor purposes of this Agreement, the term “Taxes” shall mean (i) all taxes, charges, fees, levies or other like assessments, including, without limitation, income, gross receipts, excise, real and personal and intangible property, sales, use, transfer, withholding, license, payroll, recording, ad valorem and franchise taxes imposed by the contribution of the Interests United States, or any state, local or foreign government or subdivision or agency thereof; and such term shall be treated as a contribution by Contributor include any interest, penalties or additions to Acquirer pursuant tax attributable to Section 721(a) of the Codesuch assessments, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.any liability for the

Certain Tax Matters. (a) Except as All sales, use, transfer, stamp, conveyance, value added or other similar taxes, duties, excises or governmental charges imposed by any taxing jurisdiction, domestic or foreign, and all recording or filing fees, notarial fees and other similar costs of Closing with respect to the transfer of the Assets or otherwise provided in on account of this Section 5.2Agreement or the transactions contemplated hereby will be borne by Sellers. Sellers will indemnify Purchaser against any liability, Contributor shall be responsible direct or indirect, for all any Taxes incurred by imposed on Purchaser or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax Assets that are attributable to any taxable periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate or with respect to the allocable portion of any taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated includes but does not end on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)Date. (db) With Purchaser, in conjunction with Sellers where the taxable period for which the Tax Return is to be filed includes any period for which Sellers may be subjected to Tax liability in conjunction with their operation of the Business, will prepare and file or cause to be prepared and filed all Tax Returns with respect to any Tax Return attributable to a Straddle Period that is the Business required to be filed with the appropriate United States, state and local agencies for all taxable periods for which Tax Returns are due after the Closing Date. Purchaser will make all payments required with respect to any such Tax Returns. The preceding sentence will not limit or relieve Sellers of their obligations to reimburse Purchaser concurrently therewith to the extent that any payment by Purchaser relates to the operations of the Business for any period ending on or before the Closing Date or with respect to the Company, Acquirer shall cause such Tax Return to be prepared, allocable portion of any taxable period that includes but does not end on the Closing Date. (c) Sellers will prepare and file or cause to be included in such prepared and filed all Tax Return all items of income, gain, loss, deduction, and credit Returns for the Sellers that are required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by Business, other than Tax Returns that Purchaser is obligated to prepare and file pursuant to Section 9.8(b) with the appropriate United States, state and local agencies. Sellers will pay or cause to be paid all Taxes required to be paid with respect to such Tax ReturnReturns. Sellers will pay all Taxes that are imposed with respect to the Business or with respect to the allocable portion of any taxable period that includes but does not end on the Closing Date (or, but shall have if applicable, reimburse Purchaser for the right to recover from Contributor the amount payment of Taxes such Taxes) attributable to the portion of the taxable period periods ending on or prior to the Closing Date. The amount of Taxes attributable to a portion of a taxable period that includes but does not end on the Closing Date shall be determined pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution interim closing of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationsbooks method.

Certain Tax Matters. (a) Seller will prepare and file or cause to be prepared and filed all Tax Returns for each Company required to be filed prior to the Closing Date with the appropriate United States, state, local and foreign governmental entities for any taxable period of each Company that ends on or before the Closing Date (the "Pre-Closing Tax Period"). Seller will make all payments shown thereon as owing with respect to any such Tax Return. Seller will prepare and, if required to do so by applicable law, deliver to Buyer for signing and filing any state income Tax Returns of each Company with respect to any Pre-Closing Tax Period (including any short period) that have not been filed prior to the Closing Date. Buyer will make all payments shown thereon as owing with respect to any such Tax Return. (b) Except as otherwise provided in this Section 5.28.1(a) or (c), Contributor shall Buyer will prepare and file or cause to be responsible prepared and filed all Tax Returns for each Company that are required to be filed with the appropriate United States, state, local and foreign governmental entities for all Taxes incurred by or with respect periods as to the Company, whether resulting from the assets or operations of the Company or otherwise, for all which such Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming Returns are due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are Buyer will pay or cause to be paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or required to be paid with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all such Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by ContributorReturns. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with With respect to the contribution of the Interests for a any taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending would otherwise include but not end on or before the Closing Date, to the determination shall extent permissible pursuant to applicable law, Seller will, and Buyer will cause each Company to, (i) take all steps as are or may be madereasonably necessary, in including the case filing of property elections or ad valorem returns with applicable taxing authorities, to cause such period to end on the Closing Date; or franchise Taxes (which are measured byii) if clause (i) is inapplicable, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in report the case operations of other Taxes, by assuming that such each Company only for the portion of the Straddle Period such period ending on or prior to immediately before the Closing Date constitutes in a separate combined, consolidated or unitary Tax Return filed by Seller, notwithstanding that such taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated does not end on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on Date. If clause (ii) applies to a per diem basistaxable period of a Company, the portion of such taxable period included in such return filed by Seller will be treated as a Pre-Closing Tax Period described in Section 8.1(a) and Buyer will not be responsible for filing such return for such year pursuant to Section 8.1(b). (d) With respect In order to any assist Seller in the preparation of all Tax Return attributable to a Straddle Period Returns that Seller is required to be filed after the Closing Date with respect prepare pursuant to Section 8.1(a), Buyer will prepare or cause each Company to prepare and deliver within 60 days of receipt Seller's standard Federal and state tax return data gathering packages relating to the CompanyCompanies. In addition to providing such packages, Acquirer shall cause such Tax Return to be prepared, Buyer will promptly provide or cause to be included provided to Seller such other information as Seller may reasonably request (including access to books, records and personnel) in order for the operations of the Companies to be properly reported in such Tax Return all items of incomeReturns, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment preparation for any Tax audit or for the prosecution or defense of all Taxes due with respect any claim, suit or proceeding relating to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b)Taxes. (e) Notwithstanding the foregoing, to To the extent that transfer taxes arise from refunds of Taxes are not recorded on the transactions contemplated by this AgreementClosing Balance Sheet, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall Buyer will pay or cause to be paid to Seller all refunds or credits of Taxes (including any interest thereon) received by Buyer or CFC after the applicable Closing Date and attributable to Taxes paid by Seller with respect to any Pre-Closing Tax Authority any transfer taxes that are required by Law Period. Such payment will be made to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share Seller within 30 days after receipt of any such transfer taxes within thirty (30) days refund from or allowance of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to credit by the extent reasonably required to minimize transfer taxesrelevant taxing authority. (f) Each Party shall fileSeller will indemnify and hold Buyer harmless from and against any and all liability for any taxable period as a result of Treasury Regulation Section 1.1502-6 (or any comparable provision of state or local law) for taxes of any corporation or other entity, to other than the extent required by applicable Tax LawsCompanies, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection has been affiliated with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationSeller. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor shall be responsible for all Taxes incurred If at any time a final determination is made by or with respect to the Company, whether resulting from by legislation, regulation, ruling directed to the assets Executive or operations the Company, by court decision, or by the Company’s public accounting firm described in Section (a)26(a), that the aggregate amount of any payment made the Executive (i) under this Agreement, and (ii) pursuant to any other agreement, plan, program, or policy of the Company (the “Total Payments”) will be subject to the excise tax imposed by Code Section 4999, or any successor section thereof, by reason of being contingent on a change in ownership or control of the Company or otherwiseits subsidiaries within the meaning of Code Section 280G (such excise tax, for all together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Executive shall be entitled to receive from the Company, in addition to any other amounts payable hereunder, a lump sum payment (the “Excise Tax periods or portions thereof ending Gross-Up Payment”) sufficient to cover the full cost of such excise taxes and the Executive’s federal, state and local income and employment taxes on or before the ClosingExcise Tax Gross-Up Payment, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken so that the net amount retained by the Company on or Executive, after the Closing Datepayment of all such excise taxes on the Total Payments, and all federal, state and local income and employment taxes and excise taxes on the Excise Tax Gross-Up Payment (at the highest applicable marginal rate of taxation for the applicable calendar years), shall be equal to the Total Payments. The Excise Tax Gross-Up Payment shall be made at the same time as the payments described in clauses (i) and (ii) of this Section 26, provided that in no event will the Excise Tax Gross-Up Payment be made later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxes, in accordance with Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(v) (or any similar or successor provision). In The Executive’s right to receive any Excise Tax Gross-Up Payment under this Section 26 is contingent upon and subject to the event Acquirer pays Executive’s execution and delivery of a Release in accordance with Section 5(j). (a) The Company and the Executive shall mutually and reasonably determine the amount of the Excise Tax Gross-Up Payment to be made to the Executive pursuant to this Section 26. Prior to the making of any such TaxesExcise Tax Gross-Up Payment, Contributor either party may request a determination as to the amount of such Excise Tax Gross-Up Payment. If such a determination is requested, it shall reimburse Acquirer therefor within 15 days after be made promptly, at the date on which Company’s expense, by the Taxes are paid and Contributor is notified by AcquirerCompany’s public accounting firm. (b) Acquirer In the event the Internal Revenue Service subsequently adjusts the excise tax computation made pursuant to this Section 26, the Company shall be responsible for all Taxes incurred by pay to the Executive, or with respect the Executive shall pay to the Company, whether resulting from as the assets case may be, the full amount necessary to make either the Executive or operations of the Company or otherwisewhole had the Excise Tax initially been computed as subsequently adjusted, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine including the amount of any Taxes imposed underpaid or incurred by or with respect overpaid Excise Tax, and any related interest and/or penalties due to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax AuthorityInternal Revenue Service. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to in no event will the extent that transfer taxes arise from adjustment payment amount described in the transactions contemplated by this Agreement, such transfer taxes shall preceding sentence be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to made later than the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution end of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of Executive’s taxable year next following the CodeExecutive’s taxable year in which the Internal Revenue Service makes such adjustment, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Code Section 1.707-3(c)(2409A and Treasury Regulation §1.409A-3(i)(1)(v) of the Treasury Regulations(or any similar or successor provision).

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor shall be responsible for Any and all Taxes incurred payments by or with respect to the Company, whether resulting from the assets or operations on account of any obligation of the Company under this Indenture or otherwiseany Collateral Document shall be made without deduction or withholding for any Taxes, for all except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax periods from any such payment, then the applicable party shall be entitled to make such deduction or portions thereof ending on withholding and shall timely pay the full amount deducted or before withheld to the Closingrelevant Governmental Authority in accordance with applicable law and, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (includingif such Tax is an Indemnified Tax, for this purpose, actions taken then the sum payable by the Company on shall be increased as necessary so that after such deduction or after withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the Closing Date). In applicable Secured Party receives an amount equal to the event Acquirer pays any sum it would have received had no such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirerdeduction or withholding been made. (b) Acquirer The Company shall be responsible for all Taxes incurred by or with respect timely pay to the Companyrelevant Governmental Authority in accordance with applicable law, whether resulting from or at the assets or operations option of the Company or otherwiseTrustee timely reimburse them for the payment of, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Other Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary Company shall indemnify each Secured Party, within 10 days after demand therefor, for purposes the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.2 Section) payable or paid by such Secured Party or required to determine be withheld or deducted from a payment to such Secured Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any Taxes imposed such payment or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable liability delivered to the Company and by taking into account a Holder (with a copy to the actual taxable events occurring during such period (except that exemptionsTrustee), allowances, and deductions for or by the Trustee on its own behalf or on behalf of a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciationHolder, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)conclusive absent manifest error. (d) With respect to As soon as practicable after any Tax Return attributable payment of Taxes by the Company to a Straddle Period that is required Governmental Authority pursuant to be filed after this Section, the Closing Date with respect Company shall deliver to the CompanyTrustee the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of the return reporting such Tax Return to Contributor, and cause payment or other evidence of such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect reasonably satisfactory to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b)Trustee. (e) Notwithstanding Each party’s obligations under this Section shall survive the foregoingresignation or replacement of the Trustee or any assignment of rights by, to or the extent that transfer taxes arise from replacement of, a Holder, the transactions contemplated by termination of the Notes and the repayment, satisfaction or discharge of all obligations under this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay Indenture or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxesCollateral Document. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, The Company (or any judicial or administrative proceedings relating person from whom the Company is disregarded for U.S. federal income tax purposes) and the Holders agree to liability treat the Notes issued pursuant to this Indenture as indebtedness for TaxesU.S. federal, state and each will retain local income and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationfranchise tax purposes. (g) The parties intend that for United States federal income tax purposes, (i) the contribution If any Secured Party receives a refund of the Interests shall be treated any Taxes as a contribution by Contributor to Acquirer which it has been indemnified pursuant to this Section 721(a) of the Code, subject to Section 707 of the Code, and 4.21 (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, including by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of additional amounts pursuant to this Section 4.21), it shall pay to the Cash Consideration in accordance Company an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the requirements Taxes giving rise to such refund), net of Section 1.707all out-3(c)(2of-pocket expenses (including Taxes) of such Secured Party and without interest (other than any interest paid by the Treasury Regulationsrelevant Governmental Authority with respect to such refund). The Company, upon the request of such Secured Party, shall repay to such Secured Party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Secured Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Secured Party be required to pay any amount to the Company pursuant to this paragraph (g) the payment of which would place the Secured Party in a less favorable net after-Tax position than the Secured Party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Company or any other Person.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor The Sellers shall be responsible for entitled to any credits or refunds of federal income taxes (including interest), and shall pay, and indemnify and hold harmless the Purchaser against, all Taxes incurred by federal income taxes (including interest and penalties and any pending or future assessments), attributable to any Subsidiary with respect to the Companyany taxable year, whether resulting from the assets or operations of the Company or otherwiseportion thereof, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for Subsidiary which ends on a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that date which is allocable to the portion of the Straddle Period ending on or before the Closing Date, . Any amount in respect of federal income taxes (including interest) to which the determination shall be made, in the case of property Sellers are entitled under this Section 4.06 but which is received by or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior credited to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to Purchaser any Tax Return attributable to a Straddle Period that is required to be filed time after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to promptly be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any Sellers following such transfer taxes within thirty (30) days of Contributor’s written demand thereforreceipt or crediting. The Parties limitations on the amount of indemnification obligations specified in Article VI shall provide such certificates and other information and otherwise cooperate not apply to the extent reasonably required to minimize transfer taxesthis provision. (fb) Each Party shall file, to The Sellers and the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, Purchaser (i) will each Party shall provide the other Parties other, and the Purchaser will cause each Subsidiary to provide the Sellers, with such assistance as may reasonably be reasonably requested by such other Parties or otherwise required by applicable Tax Laws either of them in connection with the preparation, execution and/or filing assessment of any Tax Return and other related documentationtaxes, any audit or other examination by any Governmental Authoritytaxing authority, or any judicial or administrative proceedings relating to liability for Taxes, and taxes; (ii) will each will retain and provide the requesting Party or Parties other with any records or information which may be relevant reasonably necessary to such return, audit or examination, proceedings proceeding or determination; and (iii) will each provide the other with the final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any return of the other for any period. The party requesting assistance hereunder shall promptly reimburse the other for reasonable expenses incurred for providing such assistance. (gc) The parties intend Sellers shall prepare and send to the Purchaser when due all tax returns that are required to be filed by the Subsidiaries for United States federal income all tax purposesperiods ending on or before the Closing Date and the Purchaser shall file or cause to be filed when due such tax returns and all other tax returns that are required to be filed by or with respect to the Subsidiaries for all tax periods ending after the Closing Date. (d) The Sellers and the Purchaser shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with any audit, litigation or other proceeding with respect to taxes and with the preparation of any tax returns. The Sellers, the Subsidiaries, and the Purchaser agree (i) to retain all books and records under their control with respect to tax matters pertinent to the contribution of Subsidiaries relating to any tax period ending on or before the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the CodeClosing Date in accordance with customary record retention policies, and (ii) to give the distribution of other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interestsother party so requests, the Cash ConsiderationSellers, the Subsidiaries, and the Acquirer DebtPurchaser, including disclosing as the payment case may be, shall allow the other party to take possession of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationssuch books and records.

Certain Tax Matters. (a) Seller will prepare and file or ------------------- cause to be prepared and filed all foreign, federal, state and local Income Tax Returns for the Company required to be filed with the appropriate foreign, United States, state and local taxing authorities for any taxable period that ends on or before the Closing Date (each a "Pre-Closing Tax Period"). Seller will prepare and, if required to do so by applicable Law, deliver to Purchaser for signing and filing any Income Tax Returns of the Company with respect to any Pre-Closing Tax Period (including any short period) that have not been filed prior to the Closing Date. Seller will pay all Taxes required to be paid with respect to such Tax Returns. (b) Except as otherwise provided in this Section 5.26.2.4(a) or Section 6.2.4(c), Contributor shall Purchaser will prepare and file or cause to be responsible prepared and filed all Tax Returns for the Company that are required to be filed with the appropriate United States, state, local and foreign taxing authorities for all Taxes incurred by or with respect periods as to the Company, whether resulting from the assets or operations of the Company or otherwise, for all which such Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming Returns are due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basisall extensions of due dates). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant Subject to Section 5.2(b6.2.4(r). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall Purchaser will pay or cause to be paid all Taxes required to be paid with respect to such Tax Returns. (c) With respect to any taxable period that would otherwise include but not end on the Closing Date, to the extent permissible pursuant to applicable Law, Seller will, and Purchaser will cause the Company to, (i) take all steps as are or may be reasonably necessary, including without limitation the filing of elections or returns with applicable taxing authorities, to cause such period to end on the Closing Date or (ii) if clause (i) is inapplicable, report the operations of the Company only for the portion of such period ending on the Closing Date in a combined, consolidated or unitary Tax Authority any transfer taxes Return filed by Seller or a Post-Closing Affiliate, notwithstanding that are required such taxable period does not end on the Closing Date. If clause (ii) applies to a taxable period of the Company, the portion of such taxable period included in such return filed by Law Seller will be treated as a Pre-Closing Tax Period described in Section 6.2.4(a) and Purchaser will not be responsible for filing such return for such portion of such year pursuant to collect Section 6.2.4(b), provided that the foregoing will not relieve Purchaser of its obligation under Section 6.2.4(b) to file a Tax Return reporting the operations of the Company for the portion of such taxable period beginning after the Closing Date. (d) Purchaser will prepare and remitdeliver, or will cause to be prepared and delivered, within 60 calendar days of receipt of Seller's request therefor, to Seller, Seller's standard international, federal and state Tax Return data gathering packages relating to the Company. Acquirer shall indemnify Such packages will be prepared on a basis consistent with the prior year's Tax Returns. In addition to providing such packages to Seller, Purchaser will promptly provide or cause to be provided to Seller such other information as Seller may reasonably request in order for the operations of the Company to be properly reported in such Tax Returns. (e) C&A and Seller will, jointly and severally, indemnify, defend and hold Contributor harmless Purchaser and each Purchaser Affiliate from and against its share any and all liability for any taxable period as a result of Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law) for Taxes of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and corporation, other information and otherwise cooperate to than the extent reasonably required to minimize transfer taxes.Company, which is or has been affiliated with the Seller or C&A Corp. (f) Each Party shall file, Purchaser is eligible to and will make a timely and effective election under Section 338(g) of the extent required by applicable Tax Laws, all necessary Tax Returns Code (and other documentation any comparable provision of state or local law) with respect to all Taxes for which such Party is responsible the purchase of the Shares hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return Both Seller and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for TaxesPurchaser are eligible to, and each Purchaser will retain make and provide Seller will cause C&A Corp. to make, a timely and effective election under Section 338(h)(10) of the requesting Party Code (and any comparable provision of state or Parties local law) with any records or information which may be relevant respect to such return, audit or examination, proceedings or determinationpurchase (the "Section 338(h)(10) Election"). (g) The parties intend that for United States federal income tax purposesAt the Closing, (i) the contribution of the Interests shall be treated as Purchaser will deliver to Seller a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Considerationcompleted Internal Revenue Service Form 8023A, and the Acquirer Debtrequired schedules thereto ("Form 8023A"), including disclosing providing for the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.338(h)(10)

Certain Tax Matters. (a) Except Buyers, Parent, and Existing Sub agree that each shall take the position in all Tax Returns and in any other relevant documents that the Contribution will be treated as otherwise provided in this a taxable sale and not as a transaction qualifying under Section 5.2, Contributor shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations 351 of the Company or otherwiseCode for federal, for all state and local income Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirerpurposes. (b) Acquirer The sum of (i) the Repurchase Price, (ii) the Purchase Price divided by 0.9, (iii) Assumed Liabilities, and (iv) any other relevant items (together, the "TOTAL CONSIDERATION") shall be responsible for all Taxes incurred by or allocated among the Contributed Assets, in accordance with respect to the Company, whether resulting from the assets or operations Section 1060 of the Company Code. A schedule setting forth such allocation shall be prepared by Buyers and delivered to Parent as soon as practicable following the date hereof and Parent and Buyers covenant and agree to apply all reasonable efforts to agree on such allocation. Buyers agree that Parent shall have the right to consult with Buyers in the preparation of the allocation, and Buyers shall take into account any comments of Parent in good faith. Each of Buyers, Parent and Existing Sub agree to make any Tax Return or otherwise, for all Tax periods other document or portions thereof beginning after filing consistent with the allocations as agreed following the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes Any Tax sharing contracts or agreements between Existing Sub and Parent (or any Affiliate of this Section 5.2 Parent) shall be terminated on the Closing Date, and no Person shall have any rights or obligations under such Tax sharing contracts or agreements after such termination. Any power of attorney granted by Existing Sub to determine the amount of any Taxes imposed or incurred by or other Person with respect to the contribution Taxes shall be terminated as of the Interests Closing Date. (d) For purposes of Section 12.2(g)(i), with respect to any Taxes payable for a taxable period beginning which begins before and ending ends after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination portion of such Taxes which is payable for the portion of such taxable period ending on the Closing Date shall be made(i) in the case of any Tax other than a Transfer Tax or a Tax based upon or measured by income or receipts, the amount of such Tax for the entire taxable period (or, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably determined on an arrears basis, the amount of such Tax for the immediately preceding period) multiplied by a per diem basis andfraction, the numerator of which is the number of days in the portion of such taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period and (ii) in the case of other Taxesa Transfer Tax or a Tax based upon or measured by income or receipts, by assuming that such portion the amount which would be payable if the relevant taxable period ended at the end of the Straddle Period ending on Closing Date. In the event that Existing Sub, whether before or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the CompanyContribution, Acquirer shall cause such Tax Return to be preparedowns an interest in any partnership or other pass- through entity, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending of such partnership or pass-through entity in which Existing Sub is a partner or other beneficial interest holder shall be deemed to terminate on or prior to the Closing Date pursuant to Section 5.2(b)Date. (e) Notwithstanding the foregoingFor federal, state and local Tax purposes, Buyers, Parent, and Existing Sub agree to treat all indemnification payments made under Section 12.2 or any other provision of this Agreement as adjustments to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxesTotal Consideration. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. (ai) Except as otherwise provided in this Section 5.2Purchaser shall prepare or cause to be prepared, Contributor shall consistent with past practice, and file or cause to be responsible filed all Tax Returns for the Company for all periods ending on or prior to the Closing which are filed after the Closing. Purchaser shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. To the extent permitted by applicable Law, Seller and the Sherlines shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to Seller or by Seller to the Sherlines for such periods. Seller or the Sherlines shall pay all such Taxes incurred by or shall reimburse Purchaser for any Taxes of the Company with respect to such periods within 15 days after payment by Purchaser or the Company, whether resulting from Company of such Taxes to the assets extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Current Balance Sheet (rather than in any notes thereto). (ii) Purchaser shall prepare or operations cause to be prepared and file or cause to be filed any Tax Returns of the Company or otherwise, for all Tax periods or portions thereof ending on or which begin before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or Closing and end after the Closing Date)Closing. In the event Acquirer pays any such Taxes, Contributor Seller shall reimburse Acquirer therefor pay to Purchaser within 15 days after the date on which the Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such period ending on the Closing to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Contributor Tax income) shown on the face of the Current Balance Sheet (rather than in any notes thereto). For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing, the portion of such Tax which relates to the portion of such period ending on the Closing shall: (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is notified by Acquirerthe number of days in the period ending on the Closing and the denominator of which is the number of days in the entire period; and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing. Any credits relating to a taxable period that begins before and ends after the Closing shall be taken into account as though the relevant period ended on the Closing. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company and Seller. (biii) Acquirer Purchaser, Seller, the Company and the Sherlines shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 9(a) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. To the extent not delivered to Purchaser, Seller and the Sherlines agree: (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by Purchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Seller and the Sherlines shall allow Purchaser to take possession of such books and records. Purchaser, Seller and the Sherlines further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be responsible for all Taxes incurred by necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby), including, where appropriate, the execution and filing of any and all consents, waivers, extensions of any applicable statutes of limitations, powers of attorney and other documents as shall be reasonably requested by any party hereto in connection with such Tax audit, assessment or other controversy. (iv) Purchaser shall promptly notify Seller in writing within 10 days of receipt by Purchaser or any of its Affiliates of notice of: (A) any pending or threatened federal, state, local or foreign Tax audits or assessments of the Company; and (B) any pending or threatened federal, whether resulting from state, local or foreign Tax audits or assessments of Purchaser or any of its Affiliates which may affect the assets or operations Liabilities for Taxes of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable any period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing DateClosing. Seller and the Sherlines shall promptly notify Purchaser in writing within 10 days of receipt by Seller or the Sherlines of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to the determination shall be madeincome, properties or operations of the Company. Purchaser will have the sole right: (x) to represent the Company's interest with respect to any such Tax audit or assessment, including in any administrative or court proceeding relating thereto; and (y) to employ counsel of its choice at its expense and to control the conduct of such audit, assessment, or proceeding, including settlement or other disposition thereof. Seller and the Sherlines will cooperate with Purchaser and its counsel in the case defense against or compromise of property or ad valorem or franchise Taxes (which are measured byany claim in any such audit, assessment, or based solely uponproceeding and Purchaser shall keep Seller apprized of any material developments in such audit, capital, debtassessment, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)proceeding. (dv) With respect to All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any Tax Return attributable to a Straddle Period that is required to penalties and interest) incurred in connection with this Agreement (including any corporate-level gains tax triggered by the Agreement) shall be filed after paid by Seller or the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deductionSherlines when due, and credit required to be included thereinSeller and the Sherlines will, furnish a copy of such Tax Return to Contributorat their own expense, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes for which such Party is responsible hereunder. In additionand fees, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise and, if required by applicable Tax Laws Law, Purchaser will, and will cause its Affiliates to, join in connection with the preparation, execution and/or filing of any such Tax Return Returns and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (gvi) The parties intend that for United States federal income All tax purposessharing agreements or similar agreements with respect to or involving the Company, (i) on one hand, and Seller or the contribution Sherlines, on the other hand, shall be terminated as of the Interests Closing and, after the Closing, the Company shall not be bound thereby or have any liability thereunder. (vii) Prior to the Closing, the Company, Seller and the Sherlines will not take or allow any action that would result in the termination of the Company's status as a limited liability company which is treated as a contribution partnership for tax purpose. (viii) Seller and the Sherlines consent to the filing by Contributor to Acquirer pursuant to the Company of an election under IRC Section 721(a) 754 for the initial and all subsequent taxable years of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsCompany.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2Shareholder shall prepare and file or cause to be prepared and filed any tax returns, Contributor shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations statements and reports ("Tax Returns") of the Company or otherwise, for all Tax covering taxable periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company Closing Date which have not been filed on or after before the Closing Date). In Shareholder shall reimburse, indemnify and hold harmless OrthAlliance for all taxes, and all related interest, penalties and additions to tax with respect to taxable periods of the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after Company ending on or before the date on which the Taxes are paid and Contributor is notified by AcquirerClosing Date. (b) Acquirer OrthAlliance shall prepare and file or cause to be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations prepared and filed any Tax Returns of the Company or otherwise, for all Tax covering taxable periods or portions thereof beginning after which begin before the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid Closing Date and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending end after the Closing Date (a “"Straddle Periods") taking into account any reasonable reportable positions advocated and requested by Shareholder for such Straddle Periods. Shareholder shall within fifteen (15) days after payment thereof and notice of such payment, reimburse, indemnify and hold harmless OrthAlliance and the Company for all Taxes for any Straddle Period”) that is allocable , to the extent related to the portion of the Straddle Period ending on or before the Closing Date. For such purposes, the determination portion of any tax attributable to the portions of a Straddle Period ending on the Closing Date and beginning after the Closing Date shall be madedetermined by apportioning the tax for the entire Straddle Period among such periods based on the number of days in each such period, provided that, in the case of property taxes based upon or ad valorem related to income or franchise Taxes (which are measured byreceipts, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion shall be the amount of tax which would have been due if the relevant Straddle Period ending ended on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)Date. (dc) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the The Company, Acquirer Shareholder and OrthAlliance shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed reasonably cooperate with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and each other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or reporting and filing of Tax Returns pursuant to this Section 9.5 and any audit, litigation or other proceeding with respect to taxes. Such cooperation shall include the provision of copies, at the requesting party's expense, of records and information relevant to any such Tax Return or proceeding and other related documentation, making employees available on a mutually convenient basis to provide additional information and explanation of any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationmaterial provided hereunder. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2For all federal, Contributor shall be responsible for all Taxes incurred by or with respect state, local and foreign Tax purposes, each of the parties hereto agrees to treat the Company, whether resulting from the assets or operations purchase of the Company Stock to be consummated pursuant to the terms and conditions of this Agreement as a tax-free reorganization described in Section 368(a) of the Code. Neither the Seller nor the Buyer makes any representations or otherwisewarranties to the other as to whether the transaction contemplated by this Agreement will in fact qualify as such tax- free reorganization. Neither the Seller nor the Buyer shall take any action, for or permit the Company to take any action, that could reasonably be expected to prevent such purchase of the Company Stock from qualifying as such tax-free reorganization. (b) The Buyer shall prepare and file or cause to be prepared and filed all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, Returns for this purpose, actions taken by the Company that are due on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary Buyer shall promptly notify the Seller in writing upon receipt by the Buyer or any Affiliate of the Buyer of notice of (i) any pending or threatened federal, state, local or foreign Tax audits or assessments of the Company, so long as any Pre-Closing Period remains open, and (ii) any pending or threatened federal, state, local or foreign Tax audits or assessments of the Buyer or any Affiliate of the Buyer which may affect the Tax liabilities of the Company for purposes any Pre-Closing Period. The Seller shall promptly notify the Buyer in writing upon receipt by the Seller of this Section 5.2 to determine the amount notice hereinafter received of any Taxes imposed pending or incurred by threatened federal, state, local or with respect foreign Tax audits or assessments relating, in whole or in part, to the contribution income, properties or operations of the Interests for a taxable period beginning before and ending after the Closing Date Company. (a “Straddle Period”d) that is allocable to the portion of the Straddle Period ending on or before After the Closing Date, the determination Buyer and the Seller shall be madeprovide each other, in and the case of property or ad valorem or franchise Taxes (which are measured byBuyer shall cause the Company to provide the Seller, or based solely upon, capital, debt, or a combination thereof), by prorating with such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable cooperation and information relating to the Company and by taking into account as either party reasonably may request in filing any Tax Return (or amended Tax Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes or effectuating the actual taxable events occurring during such period (except that exemptions, allowancesterms of this Agreement. The parties shall retain, and deductions for the Buyer shall cause the Company to retain, all Returns, schedules, work papers and other material documents relating thereto, until the expiration of any relevant statute of limitations (and, to the extent notified by any party, any extensions thereof) and, unless such Returns and other documents are offered and delivered to the Seller or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 5.9 shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax Return (or amended Tax Return) or refund claim, determining any Tax liability or a Straddle Period that are calculated on an annual right to a refund, conducting or periodic basisdefending any audit or other proceeding in respect of Taxes or otherwise effectuating the terms of this Agreement. Notwithstanding the foregoing, such as neither the deduction for depreciationSeller nor the Buyer, nor any of their Affiliates, shall be apportioned required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 5.9(d); provided, however, no request shall be deemed unreasonable if made in response to the period prior to and including request of a taxing authority for information or documents not in the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion possession of the taxable period ending on or prior requested party nor otherwise reasonably available to the Closing Date pursuant to Section 5.2(b)it. (e) Notwithstanding the foregoingAll registration, to the extent stamp, value-added or other similar taxes that transfer taxes arise from are payable by reason of the transactions contemplated by this AgreementAgreement or attributable to the sale, such transfer taxes or delivery of the Company Stock hereunder shall be borne fifty percent (50%) by Contributor the Seller, except that the stamp tax shall be borne equally by the Buyer and fifty percent (50%) by Acquirer. Contributor shall pay the Seller, and all such taxes payable or cause to be paid attributable to the applicable Tax Authority any sale, transfer taxes that are required or delivery of the DSI Stock hereunder shall be borne by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand thereforthe Buyer. The Parties shall provide such certificates Seller and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party Buyer, as the case may be, shall file, or shall prepare and the Buyer shall cause the Company to the extent required by applicable Tax Lawsfile, all necessary Tax Returns and other documentation with respect to all the Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws described in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationthis Section 5.9(e). (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2Purchaser and Seller shall each bear and pay one-half of all sales, Contributor shall be responsible for use, transfer, stamp, conveyance, value added or other similar Taxes, duties, excise or governmental charges imposed by any United States federal, state or local Governmental Agency, and all Taxes incurred by recording or filing fees, notarial fees and other similar costs of Closing with respect to the Company, whether resulting from the assets or operations transfer of the Company Acquired Assets or otherwiseotherwise on account of this Agreement or the transactions contemplated hereby (collectively, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date"Transfer Taxes"). In Each of Seller and Purchaser, as appropriate, shall in a timely manner sign and swear to any return, certificate, questionnaire or affidavit as to matters within its Knowledge required in connection with the event Acquirer pays payment of any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by AcquirerTransfer Tax. (b) Acquirer shall Purchaser will prepare and file or cause to be responsible for prepared and filed all Taxes incurred by or Tax Returns with respect to the Company, whether resulting from Acquired Assets and the assets or operations of Business required to be filed with the Company or otherwise, appropriate Governmental Agency for all Tax taxable periods or portions thereof beginning after the ClosingClosing Date. In the event Contributor pays Purchaser will make all payments required with respect to any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by ContributorTax Returns. (c) The Parties agree Seller or an Affiliate of Seller will prepare and file or cause to be prepared and filed all Tax Returns for the Seller that whenever it is necessary for purposes of this Section 5.2 are required to determine the amount of any Taxes imposed or incurred by or be filed with respect to the contribution of Acquired Assets and the Interests for a taxable period beginning before Business, other than Tax Returns that Purchaser is obligated to prepare and ending after the Closing Date (a “Straddle Period”) that is allocable file pursuant to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereofSection 7.8(b), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax AuthorityGovernmental Agency. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall Seller will pay or cause to be paid all Taxes required to be paid with respect to such Tax Returns. The amount of any Income Taxes attributable to a portion of a taxable period that includes but does not end on the Closing Date shall be determined pursuant to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share interim closing of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxesbooks method. (fd) Each Party shall fileFrom the date hereof through the Closing Date, Seller and Purchaser will consult with one another with a view to determining a mutually acceptable allocation of the extent required by applicable Tax LawsPurchase Price among the Acquired Assets. If such a mutually acceptable allocation is agreed upon, Seller and Purchaser will jointly prepare Form 8594 pursuant to Section 1060 of the Code and Seller and Purchaser will file all necessary of their respective Tax Returns and other documentation consistent with respect to all Taxes for which such Party allocation. If such a mutually acceptable allocation is responsible hereunder. In additionnot agreed upon, each Party shall provide of Seller and Purchaser will be free independently to determine an appropriate allocation of the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable aggregate Purchase Price among the Acquired Assets for purposes of preparing and filing its own Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationReturns. (ge) The parties intend that Purchaser will prepare and deliver, or will cause to be prepared and delivered, within 60 calendar days of receipt of Seller's request therefor, to Seller, Seller's standard federal and state Tax Return data gathering packages relating to the Business. Such packages will be prepared on a basis consistent with the prior year's Tax Returns. In addition to providing such packages to Seller, Purchaser will promptly provide or cause to be provided to Seller such other information as Seller may reasonably request in order for United States federal income tax purposes, (i) the contribution operations of the Interests shall Business to be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration properly reported in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Seller's Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsReturns.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2set forth on Schedule 4.15(a), Contributor shall all material Tax Returns required to be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken filed by or on behalf of Acquirer each of the Companies and Subsidiaries or any Affiliated Group of which each of the Companies and Subsidiaries is or was a member have been duly and timely filed with the appropriate Taxing Authority (includingafter giving effect to any valid extensions of time in which to make such filings), for this purposeand all such material Tax Returns are true, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid complete and Contributor is notified by Acquirercorrect in all material respects. (b) Acquirer shall be responsible for Except as set forth on Schedule 4.15(b), each of the Companies and Subsidiaries (or any Affiliated Group of which each of the Companies and Subsidiaries is or was a member at or prior to the Closing) has timely paid (or there has been paid on their behalf) all Taxes incurred shown as due and payable on the Tax Returns that have been filed. With respect to any period for which material Tax Returns have not yet been filed or for which material Taxes are not yet due or owing, each of the Companies and the Subsidiaries has made due and sufficient accruals for material Taxes on their books and records through the end of the last period for which the Company and the Subsidiaries ordinarily record items on their books. All required estimated Tax payments sufficient to avoid any material underpayment penalties or interest have been made by or with respect to the Company, whether resulting from the assets or operations on behalf of each of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid Companies and Acquirer is notified by ContributorSubsidiaries. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine Except as set forth on Schedule 4.15(c), the amount of any Taxes imposed or incurred by or Companies and Subsidiaries have complied in all material respects with respect all applicable Laws relating to the contribution payment and withholding of the Interests for a taxable period beginning before Taxes and ending after the Closing Date (a “Straddle Period”) that is allocable have duly and timely withheld and paid over to the portion of the Straddle Period ending on appropriate Taxing Authority all material amounts required to be so withheld and paid under all applicable Laws or before the Closing Date, the determination shall be made, accrued such amounts in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)their financial statements. (d) With respect to any Purchaser has received true and complete copies of all U.S. federal income Tax Return attributable to a Straddle Period that is required to be filed after Returns of each of the Closing Date with respect Companies and Subsidiaries relating to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b)periods since 2002. (e) Notwithstanding Schedule 4.15(e) lists all types of material Tax Returns currently filed by or on behalf of each of the foregoingCompanies and Subsidiaries. No claim has been made by a Taxing Authority in a jurisdiction where any of the Companies or Subsidiaries does not file Tax Returns such that they are or may be subject to taxation by that jurisdiction. (f) Except as set forth on Schedule 4.15(f), all material deficiencies asserted or assessments made as a result of any examinations by any Taxing Authority of the Tax Returns of, or including, the Companies or Subsidiaries have been fully paid, and there are no other audits or investigations by, or disputes with, any Taxing Authority in progress, nor to Seller’s Knowledge has the Seller, any of the Companies or Subsidiaries received notice from any Taxing Authority that it intends to conduct such an audit or investigation. Except as set forth in Schedule 4.15(f), no issue has been raised by any Taxing Authority in any prior examination of the Companies or Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency for any subsequent taxable period. (g) Except as set forth on Schedule 4.15(g), none of the Companies or the Subsidiaries nor any other Person on their behalf has (i) agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of Law or has to Seller’s Knowledge, received written notice from any Taxing Authority proposing any such adjustment, or has any application pending with any Taxing Authority requesting permission for any changes in accounting methods that relate to any of the Companies or Subsidiaries, (ii) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision of Law with respect to any of the Companies or Subsidiaries, (iii) requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed, (iv) granted any extension of the period for the assessment or collection of Taxes, which period (after giving effect to such extension) has not yet expired, or (v) other than in the Ordinary Course of Business, granted to any Person any power of attorney that is currently in force with respect to any Tax matter. (h) Except as set forth on Schedule 4.15(h), none of the Companies or Subsidiaries (i) is a party to any tax sharing, allocation, indemnity or similar agreement or arrangement (whether or not written) pursuant to which it will have any obligation to make any payments after the Closing, (ii) is subject to any private letter ruling of the IRS or comparable rulings of any Taxing Authority and (iii) has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (A) in the two years prior to the extent that transfer taxes arise from date of this Agreement or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (fi) Each Party shall fileExcept as set forth on Schedule 4.15(i), to none of the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties Companies or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing Subsidiaries has ever been a member of any consolidated, combined, affiliated or unitary group of corporations for any Tax Return and purposes other related documentation, than a group of which any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide Affiliate of a Seller is the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationcommon parent. (gj) The parties intend None of the Companies or Subsidiaries has participated in, or cooperated with, an international boycott within the meaning of Section 999 of the Code or any similar provision of Law. (k) None of the Companies or Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(c)(3)(i)(A) or any similar provision of Law. (l) Except as set forth on Schedule 4.15(l), none of the Companies or Subsidiaries is currently a party to a “gain recognition agreement,” as such term is defined in Treasury Regulations Section 1.367(a)-8 or any similar provision of Law. (m) Subject to the elections referred to in Section 6.2(c), Schedule 4.15(m) hereto contains a complete and accurate listing of each of the Companies and Subsidiaries formed under the non-U.S. law indicating, in each case, whether such Company or Subsidiary is classified (within the meaning of Treasury Regulations Sections 301.7701-1 through 301.7701-3) as a corporation, a partnership or disregarded entity for U.S. tax purposes. (n) There are no Liens, except for Permitted Exceptions, as a result of any unpaid Taxes upon any of the assets of any of the Companies or Subsidiaries. (o) Except as set forth on Schedule 4.15(o), there is no taxable income of any of the Companies or Subsidiaries that for United States will be reportable in a taxable period beginning after the Closing Date that is attributable to a transaction (such as an installment sale) that occurred prior to the Closing. (p) Except as set forth on Schedule 4.15(p), each of the Companies and Subsidiaries has disclosed on its federal income Tax Returns all positions taken therein that could give rise to substantial understatement of federal income tax purposeswithin the meaning of Section 6662 of the Code. (q) Except as set forth on Schedule 4.15(q), since December 31, 2004, (i) the contribution of the Interests shall be treated as a contribution there has not been any material change by Contributor to Acquirer pursuant to Section 721(a) of the Codeany Company or Subsidiary in accounting or Tax reporting principles, subject to Section 707 of the Codemethods or policies, and (ii) no Company or Subsidiary has made or rescinded any material election relating to Taxes or settled or compromised any material claim relating to Taxes. (r) In the event the Sellers cause CSG International or any Affiliate to distribute cash or assets to CSG Netherlands, such distribution will qualify for the “participation exemption” under the tax Law of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(bNetherlands. (s) To the extent applicable, there are no circumstances existing which could result in the application of section 17, section 78, section 79, or sections 80 to 80.04 of the Treasury Regulations pursuant Income Tax Act (Canada), or any equivalent provision under applicable Canadian provincial law, to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a Companies or Subsidiaries. (t) Except for CSG Systems Canada Corp., the Companies and Subsidiaries are not “debt-financed transferTaxable Canadian Property” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(dsubsection 248(1) of the Treasury Regulations to Income Tax Act (Canada). (u) At Closing, CSG Australia will not have a franking deficit (as provided for in section 160APJ of the greatest extent applicable, and Income Tax Assessment Act of 1936 (yCommonwealth of Australia) in a transaction subject to treatment under Section 707(a(the “1936 Tax Act”) or section 205-40(2) of the CodeIncome Tax Assessment Act of 1997 (Commonwealth of Australia) (the “1997 Tax Act”) nor, and its implementing Treasury Regulationsif CSG Australia were to have received immediately before Closing the amount of any refund of Tax which CSG Australia expects to receive after Closing in respect of any period up to Closing, as would the refund result in part CSG Australia having a sale, and in part a contribution, by Contributor franking deficit at Closing. (v) CSG Australia is an exempting entity under Australian Law. (w) The share capital account of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment Companies or Subsidiaries are not tainted share capital accounts within the meaning of Division 7B of Part IIIAA of the contribution 1936 Tax Act (Australia) or any similar provision of Law and the Companies or Subsidiaries have not taken any action that might cause the Companies’ or Subsidiaries’ share capital account to become a tainted share capital account, nor has an election been made at any time to untaint the Companies’ or Subsidiaries’ share capital account. (x) The sale of the Interests, Securities will not result in the Cash Consideration, and the Acquirer Debt, including disclosing the payment application of Subdivision 104-J of the Cash Consideration in accordance with 1997 Tax Act (Australia) to the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsCompanies or Subsidiaries.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor Buyers and Sellers acknowledge that for U.S. Federal income tax purposes the Companies shall be responsible for all Taxes incurred by or with respect deemed to the Company, whether resulting from the assets or operations have terminated as of the Company or otherwise, for all Tax periods or portions thereof ending Closing Date and both Companies’ taxable years shall close on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a the “Straddle PeriodFinal Year”) that is allocable ). Sellers shall prepare and file or cause to be filed by the Companies and the Company Subsidiaries (to the portion extent of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case Companies’ aggregate direct and indirect ownership of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (dSubsidiary) With respect to any Income Tax Return attributable to a Straddle Period that is Returns required to be filed after by the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible Companies for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the any taxable period ending on or prior to the Closing Date (a “Pre-Closing Tax Period”), including, without limitation, any partnership Tax Return for the Final Year and all Tax Returns required to be filed by the Company Subsidiaries for all Pre-Closing Tax Periods. If requested by Buyers, the partnership Tax Returns for the Final Year shall include an election under Section 754 of the Code. Buyers shall prepare and file or cause to be prepared and filed all other Tax Returns of the Companies and the Company Subsidiaries for any Pre-Closing Tax Periods that are due after the Closing; provided, however, that (i) drafts of any such Tax Returns shall be provided to Seller Representative for his review prior to filing, and (ii) such Tax Returns shall be prepared in a manner consistent with past practice and in accordance with the then applicable Tax law. (b) Each Seller shall jointly and severally indemnify Buyers Indemnitees and hold them harmless from and against, on a Net After Tax Basis, (i) any and all Taxes imposed on either of the Companies or any of the Company Subsidiaries for any Pre-Closing Tax Period; (ii) any and all Taxes imposed on either of the Companies or any of the Company Subsidiaries for any Pre-Closing Straddle Period (as defined in Section 10.1(d) below); (iii) any and all Taxes of any Person (other than either Company or any of the Company Subsidiaries) imposed on any of the Companies or any of the Company Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before, or as a result of, the Closing, or as a result of being a member of an affiliated group, or being included in a combined, consolidated, or unitary income or similar Tax Return, prior to the Closing, including pursuant to Treasury Regulations § 1.1502-6; (iv) any and all Taxes imposed or other Losses (including, without limitation, any reasonable Legal Expenses) as a result of the breach of any representation or warranty contained in Section 5.2(b3.12 or this Article 10 and (v) any and all Taxes imposed upon any Seller for any period. (c) Buyers shall prepare and file all Tax Returns required to be filed by the Companies or the Company Subsidiaries for any period that includes (but does not end on) the Closing Date (a “Straddle Period” ) and will notify Seller Representative of Buyers’ calculation of the Taxes attributable to any Pre-Closing Straddle Period (determined in accordance with Section 10.1(d)); provided, however, that drafts of any such Tax Returns and calculations shall be provided to Seller Representative at least 60 days prior to filing. Buyers and Seller Representative shall attempt to resolve in good faith any disagreement arising out of any Straddle Period Tax Return and/or any calculation of Sellers’ share of the related Tax liability; if any such dispute is not resolved within 30 days prior to the deadline for filing the Tax Return in question, the matter shall be submitted for binding resolution to a mutually acceptable nationally recognized accounting firm in the relevant jurisdiction with no material relationship to Buyers or Sellers. The accounting firm will have 10 days within which to resolve the disagreement. Buyers and Sellers will share the fees and expenses of the accounting firm jointly. (d) In the case of any Straddle Period, the amount of any Taxes of any Company or Company Subsidiary attributable to the portion of such Straddle Period ending on the Closing Date (such portion, a “Pre-Closing Straddle Period” ) with respect to (x) real, personal and intangible property Taxes and any other Taxes levied on a per diem basis (“Per Diem Taxes”), shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period prior to and including the Closing Date, and the denominator of which is the total number of days in the Straddle Period, and (y) the Taxes of any Company or Company Subsidiary (other than Per Diem Taxes) for any Pre-Closing Straddle Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any Straddle Period shall be made by means of a closing of the books and records of the applicable Company or Company Subsidiary as of the close of business on the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual or periodic basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. (e) Notwithstanding After the foregoingClosing Date, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes each of Buyers and Sellers shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay furnish or cause to be paid furnished to each other (subject to reimbursement by the requesting party for any out-of-pocket expenses), upon request, as promptly as practicable, such information (including access to books, records and personnel) and assistance as is reasonably requested for the preparation and filing of any Tax Return or related document, for the preparation for any Tax audit or for the prosecution or defense of any claim, suit or proceeding relating to Liability for Taxes of Sellers, Buyers, the Companies or any Company Subsidiary. Buyers further agree to retain and provide Sellers with access to all books and records relevant to the applicable Tax Authority Liability of Sellers for Taxes for any transfer taxes that are required by Law periods prior to collect Closing for at least five years after the Closing and remit. Acquirer shall indemnify to give Sellers notice and hold Contributor harmless from and against its share of an opportunity to receive such books or records prior to destroying or discarding any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxesbooks or records. (f) Each Party shall fileBuyers shall, to in the extent required event that Buyers or, following the Closing Date, the Companies or the Company Subsidiaries receive notice (in writing) of any audit, examination or claim by applicable Tax Laws, all necessary Tax Returns and other documentation any taxing authority with respect to all Taxes for any Pre-Closing Tax Period for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as Buyers’ Indemnitees may be indemnified hereunder (a “Tax Claim”), promptly notify Seller Representative thereof. Buyers shall have the sole right to contest any Tax Claim through appropriate administrative and judicial procedures, and shall be entitled to control any such contest. Buyers (i) shall keep Seller Representative reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with informed of the preparation, execution and/or filing status of any such Tax Return Claim and other related documentation(ii) shall not pay or compromise any Tax liability asserted in such Tax Claim for which the Sellers have an indemnification obligation hereunder without the Seller Representative’s prior written consent, any audit which consent shall not be unreasonably withheld, conditioned or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationdelayed. (g) The parties intend that Sellers will be entitled to retain, or to receive prompt payment from Buyers or the Companies of, any refund or credit for United States federal income tax purposesoverpayment of Taxes for which Sellers are responsible pursuant to this Section 10.1, (i) plus any interest received or credited with respect thereto, from the contribution relevant taxing authorities, except to the extent any such refund or credit is taken into account in determining the Adjusted Net Worth. Buyers will be entitled to retain, or to receive prompt payment from Sellers of, any refund or credit for overpayment of Taxes of the Interests shall be treated as a contribution by Contributor Companies that Sellers are not entitled to Acquirer retain or receive pursuant to the immediately preceding sentence, plus any interest received or credited with respect thereto, from the relevant taxing authorities. Buyers and Sellers shall cooperate with respect to claiming any refund or credit with respect to Taxes referred to in this Section 721(a) 10.1(g). For purposes of this Section 10.1(g), a party will be deemed to have made prompt payment of a refund or credit if such payment is made within 10 Business Days of the Code, subject to Section 707 receipt by such party of such refund or of the Code, and (ii) the distribution use by such party of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationssuch credit.

Certain Tax Matters. (a) Except as otherwise provided To the extent not filed prior hereto, the Seller shall prepare or cause to be prepared, in this Section 5.2accordance with applicable law and consistent with past practice, Contributor shall be responsible each State Tax Return for all Taxes incurred by any Pre-Closing Tax Period (other than a Pre-Closing Tax Period that is part of a Straddle Period) and any other Company Tax Return related to or with respect for any Income Tax for any Pre-Closing Tax Period (including but not limited to the Company, whether resulting from Seller’s consolidated federal Income Tax Return to the assets or operations extent inclusive of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after through the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 At least thirty (30) days after prior to the date on which a State Tax Return for such a Pre-Closing Tax Period is due (after taking into account any valid extension), the Taxes are paid Seller shall deliver such State Tax Return to the Buyer. No later than five (5) days prior to the date on which a State Tax Return for a Pre-Closing Tax Period is due (after taking into account any valid extension), the Buyer may request reasonable changes and Contributor revisions be made to such State Tax Return. The Seller shall cooperate fully in making any reasonable changes and revisions to any State Tax Return for a Pre-Closing Tax Period. At least three (3) days prior to the date on which a State Tax Return (as reasonably revised based on requests by the Buyer) for a Pre-Closing Tax Period is notified by Acquirerdue (after taking into account any valid extension), the Seller shall pay to the Buyer an amount equal to any Tax due with respect to such State Tax Return for the Pre-Closing Tax Period (other than any such Tax taken into account under any working capital, similar adjustment or indemnification), and the Buyer shall file such State Tax Return. This Section 5.11(a) shall not apply to any Transfer Tax Return. (b) Acquirer Except for any Tax Return to which Section 5.11(a) applies, the Buyer shall be responsible prepare and file each Company Tax Return for all Taxes incurred by any Post-Closing Tax Period or any Straddle Period in accordance with respect applicable law. At least thirty (30) days prior to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which a Company Tax Return for a Straddle Period is due (after taking into account any valid extension), the Taxes are paid Buyer shall deliver such Company Tax Return to the Seller. No later than five (5) days prior to the date on which a Company Tax Return for any Straddle Period is due (after taking into account any valid extension), the Seller may make reasonable changes and Acquirer revisions to such Company Tax Return. The Buyer shall cooperate fully in making any reasonable changes and revisions to any Company Tax Return for any Straddle Period. At least three (3) days prior to the date on which such Company Tax Return for a Straddle Period is notified by Contributordue (after taking into account any valid extension), the Seller shall pay to the Buyer an amount equal to the Tax on such Company Tax Return to the extent such Tax relates, as determined under Section 5.11(c), to the portion of such Straddle Period ending on and including the Closing Date. This Section 5.11(b) shall not apply to any Transfer Tax Return. (c) The Parties agree that whenever it is necessary In the case of a Tax payable for purposes a Straddle Period, the portion of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution such Tax of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) Company that is allocable relates to the portion of the Straddle Period ending on or before the Closing Date, the determination Date shall be made, (i) in the case of property a Tax (other than a Tax based upon or ad valorem related to income, employment, sales or other transactions, franchise Taxes or receipts) be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion ending on the Closing Date of the Straddle Period and the denominator of which is the number of all of the days in the Straddle Period; and (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, ii) in the case of a Tax based upon or related to income, employment, sales or other Taxestransactions, by assuming franchise or receipts, be deemed equal to the amount which would be payable if the Straddle Period ended on the Closing Date and such Tax was based on an interim closing of the books as of the close of business on the Closing Date. (d) Each Party shall promptly forward to the other a copy of all written communications from any Governmental Authority relating to any Tax or Company Tax Return for a Pre-Closing Tax Period or Straddle Period. Upon reasonable request, the Buyer and the Seller shall each make available to the other all information, records or other documents relating to any Tax or any Company Tax Return for a Pre-Closing Tax Period or Straddle Period. The Buyer and the Seller shall preserve all information, records or other documents relating to a Tax or a Company Tax Return for a Pre-Closing Tax Period or Straddle Period, until the date that is six (6) months after the expiration of the statute of limitations applicable to the Tax or the Company Tax Return. Prior to transferring, destroying or discarding any information, records or documents relating to any Tax or any Company Tax Return for a Pre-Closing Tax Period or Straddle Period, the Seller shall give to the Buyer a reasonable written notice and, to the extent the Buyer so requests, the Seller shall permit the Buyer to take possession of all such information, records and documents. In addition, the Buyer and the Seller shall cooperate with each other in connection with all matters relating to the preparation of any Company Tax Return or the payment of any Tax and in connection with any proceeding relating to any Tax or Company Tax Return, including but not limited to, access to information regarding the Company or any of its Subsidiaries for the purpose of preparing any Company Tax Return of which the Seller or any of its Subsidiaries is the common parent. Nothing in this Section 5.11(d) shall affect or limit any indemnity or similar provision or any other representations, warranties or obligations of the Company or the Seller. Each Party shall bear its own costs and expenses in complying with the provisions of this Section 5.11. (e) The Seller shall be entitled to any refunds (including any interest paid thereon) or credits for Taxes attributable to any Pre-Closing Tax Period including but not limited to any portion of the Straddle Period ending that is part of the Pre-Closing Tax Period. Upon receipt, the Company shall pay any amount referenced in the preceding sentence to the Seller. (f) Notwithstanding anything to the contrary in this Agreement, all liabilities, obligations and other rights between any member of the Parent Consolidated Group, on the one hand, and the Company and any of its Subsidiaries, on the other hand, under any Tax sharing or Tax indemnity agreement in effect prior to the Closing Date constitutes a separate taxable period applicable to the Company (other than this Agreement) shall cease and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such terminate as the deduction for depreciation, shall be apportioned to the period prior to and including of the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect as to all Taxes for which such Party is responsible hereunder. In additionpast, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return present and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationfuture taxable periods. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. The covenants set forth in this Section 5.10 shall not apply to any ------------ UK Entity. (a) Except Seller shall timely pay or cause to be paid to the relevant Governmental Authorities, or shall timely reimburse or indemnify on a Grossed-Up Basis, on a joint and several basis, Purchaser and its Affiliates for, and shall hold Purchaser and its Affiliates harmless from and against, all Losses arising in respect of (A) any Liability for Taxes of a Target or any Affiliated Group of which a Target is a member, or chargeable as otherwise provided a Lien upon the assets of a Target, that is attributable to any period or a portion thereof ending on or prior to the Closing Date, but only to the extent that any such Liability has not been paid for prior to the Closing Date by Seller or the Target; and (B) any obligation of a Target under any tax allocation, sharing, indemnity or similar agreement or arrangement but only to the extent that any such Liability has not been paid for prior to the Closing Date by Seller or Target. For purposes of this Section 5.10, any Liability attributable to a ------------ taxable period which begins before and ends after the Closing Date shall be apportioned between the portion of such period ending on the Closing Date and the portion beginning on the day after the Closing Date (x) in the case of (i) real and personal property Taxes, (ii) franchise Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, and (iii) ad valorem taxes, by apportioning such Taxes on a per diem basis and (y) in the case of all other Taxes on the basis of the actual activities of a Target, as the case may be, as determined from the books and records of the Target for such partial period (i.e., based on a closing of the books at the end of the Closing Date). (b) For periods ending on or prior to the Closing Date, Seller shall prepare and timely file at Seller's expense, or cause to be prepared and timely filed, consistently with past practices all consolidated, unitary or combined income Tax Returns for periods ending on or prior to the Closing Date which are filed after the Closing Date on which Seller will include the operations of each Target (the "Consolidated ------------ Preclosing Returns"). In connection therewith, Purchaser and Parent shall, ------------------ and shall cause each Target to, (i) provide to Seller and its accountants and other Tax-related consultants reasonable access to any books and records that Seller may need for preparing of the Consolidated Preclosing Returns, (ii) cooperate with Seller and its accountants and other Tax-related consultants as Seller may reasonably need in preparing the Consolidated Preclosing Returns, and (iii) if necessary, cause a duly elected and authorized officer of each Target (or its successor) to sign such Consolidated Preclosing Returns as may require the signature of such an officer. Also in connection therewith, neither any Target nor any Affiliated Group of which Target is a member shall make any elections for Tax purposes or any changes in the current accounting method with respect to a Target to which the Target may be bound following the Closing Date. Seller will cause the parent of the Affiliated Group that includes US Label (i) not to elect to retain any net operating loss carryovers or capital loss carryovers of a Target under Section 1.1502-20(g) of the Treasury Regulations or any successor regulation and (ii) to include the applicable income of Target (including any deferred income triggered into income by Sections 1.1502-13 and 1.1502-19 of the Treasury Regulations) on the applicable Consolidated Preclosing Returns. In addition to the Consolidated Preclosing Returns, Seller shall cause each Target to prepare consistently with past practices and timely file any other Tax Return that is required to be filed prior to the Closing Date, and pay any Tax due prior to the Closing Date with respect to such Tax Returns. Seller will allow Purchaser the opportunity to review and comment upon all Tax Returns discussed in this Section 5.25.10(b) to the --------------- extent they relate to a Target. (c) Purchaser shall prepare and timely file, Contributor or cause to be prepared and timely filed, with the relevant taxing authorities all Tax Returns relating to the business or non-Excluded Assets of each Target other than those Tax Returns described in Section 5.10(b). --------------- (d) Any premium or franchise Tax Returns that must be filed by Purchaser pursuant to Section 5.10(d) for Tax periods (or portions --------------- thereof) ending on or before the Closing Date shall be responsible for all Taxes incurred prepared by Purchaser, with respect to such portion ending on or before the Closing 50 Date, in a manner that is, to the extent permitted by Law, consistent with the last Tax Return filed prior to the Closing Date in each relevant jurisdiction. (e) Any Tax allocation or sharing agreement or arrangement which, prior to the Closing Date, may have been entered into between a Target on the one hand, and any one of Seller or any of its Affiliates on the other hand, shall terminate with respect to the Company, whether resulting from the assets or operations Target as of the Company or otherwiseClosing Date. (f) Notwithstanding Section 5.10(g), for all any refunds of Taxes paid with respect to Tax periods or portions thereof ending on or before the ClosingClosing Date that are received by Purchaser or a Target, other than and any such amounts credited against Tax to which Purchaser or a Target become entitled, shall be for the account of Seller, and Purchaser shall pay over to Seller any such refund or the amount of any such credit within ten (10) Business Days after receipt of any such refund or the filing of a Tax Return reflecting any such credit but net of any Taxes becoming due imposed on Purchaser or a Target with respect to such refund or credit. Notwithstanding the foregoing, any refunds of sales or use Taxes recovered by a Target as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or a filing made after the Closing Date)Date by Purchaser or a Target with respect to taxes paid related to periods prior to the Closing Date shall be for the benefit of Target or Purchaser and remain the sole property of Target or Purchaser. In the event Acquirer pays Purchaser shall indemnify, defend and hold harmless Seller Indemnitees from any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days Losses arising directly or indirectly from any filings made by Purchaser or a Target after the date on which Closing Date seeking refund of any sales or use tax paid related to periods prior to the Taxes are paid and Contributor is notified by AcquirerClosing Date. (bg) Acquirer Subject to Section 5.10(f), any refund of Taxes, or reduction in Tax Liability, (including any interest thereon) that relates to Target shall be responsible the property of Target. If any such refund or interest thereon) is received, or reduction in Tax Liability is realized, by Seller, Seller shall promptly pay such amount to Purchaser. Seller will cooperate with Target in obtaining such refunds (or reduction in Tax Liability), including through the filing of amended Tax Returns or refund claims. Purchaser agrees to indemnity Seller for all any Taxes incurred by or with respect to the Company, whether resulting from the assets or operations disallowance of the Company such post-acquisition Tax attribute on audit or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (ch) The Parties agree that whenever it is necessary for purposes of this Section 5.2 Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to determine the amount of any Taxes imposed or incurred by or with respect to the contribution each of the Interests other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return, amended Tax Return or claim for refund, determining a taxable liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party will retain all Tax Returns, schedules and work papers, and all material records and other documents relating to Tax matters, of Target for its Tax period beginning before and first ending after the Closing Date and for all prior Tax periods until the later of (a “Straddle Period”i) that is allocable to the portion expiration of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case statute of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible limitations for the timely payment of all Taxes due with respect Tax periods to which the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect documents relate and (ii) eight years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them; provided that such party shall give to all Taxes for which such Party is responsible hereunderthe other party notice and an opportunity to take custody thereof prior to doing so. In additionEach party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each Party party required to file Tax Returns pursuant to this Section 5.10 shall provide the other Parties with ------------ bear all costs of filing such assistance as may be reasonably requested by such other Parties Tax Returns. (i) Seller and Purchaser shall share equally all Transfer Taxes arising out of or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating transactions effected pursuant to liability for Taxesthis Agreement, and Seller shall indemnify, defend and hold harmless each will retain and provide the requesting Party or Parties Purchaser Tax Indemnitee with any records or information which may be relevant respect to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests Transfer Taxes. Seller shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all necessary documentation and Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationsrespect to such Transfer Taxes.

Certain Tax Matters. (a) Except The Buyer shall include the Company in its consolidated Tax group effective as otherwise provided in this Section 5.2of the day following the Closing Date, Contributor thereby causing the Tax year of the Company for federal and to the extent applicable, state and local income Tax purposes to end on the Closing Date. The Buyer shall be responsible for preparing and filing, or causing the Company to prepare and file, all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations Tax Returns of the Company or otherwise, for all Tax the taxable periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In , including Straddle Periods, and the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer Sellers shall be responsible for preparing and filing all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations Tax Returns of the Company or otherwise, for all Tax taxable periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, . Any Tax Return for the determination shall be made, in period ending on the case of property or ad valorem or franchise Taxes Closing Date (which are measured by, or based solely upon, capital, debt, “Stub Period Return”) or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period period ending on or prior to the Closing Date constitutes a separate taxable period applicable (“Pre-Effective Closing Date Period Return”) shall be furnished to the Company Buyer for its review, comment and approval at least thirty (30) days prior to the due date (or extended due date) for filing such Tax Returns and such Tax Returns shall be prepared in accordance with past practice, except as required by taking into account Legal Requirement. The Sellers shall make changes as reasonably requested by the actual taxable events occurring during such period (except that exemptions, allowancesBuyer, and deductions shall not file such Tax Returns without Buyer’s consent, not to be unreasonably withheld, conditioned or delayed. The Sellers shall pay all Taxes required to be paid with respect to such Tax Returns less (i) the Actual Tax Obligations included in the Final Closing Adjustment and (ii) the Taxes for a the portion of any Straddle Period that are calculated commencing after the Effective Closing Date and ending on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis(other than Taxes attributable to Extraordinary Transactions which will be paid by the Sellers). The Buyer shall cooperate fully in connection with the preparation and filing of such Tax Returns. The Sellers shall not amend any such Tax Returns without the prior written consent of the Buyer, not to be unreasonably delayed, conditioned or withheld. (db) With respect If a Party is responsible for the payment of Taxes pursuant to Section 11.5(a) (the “Tax Indemnifying Party”) and a Party which is not responsible for the payment of such Taxes pursuant to Section 11.5(a) (the “Tax Indemnified Party”) receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date Claim”) with respect to such Taxes, the CompanyTax Indemnified Party will notify (and, Acquirer shall cause such Tax Return to be preparedin any event, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide the receipt of notice of any such certificates and other information and otherwise cooperate Tax Claim) the Tax Indemnifying Party in writing of such Tax Claim, but the failure to so notify the Tax Indemnifying Party will not relieve the Tax Indemnifying Party of any Liability it may have to the Tax Indemnified Party, except to the extent reasonably required to minimize transfer taxesthe Tax Indemnifying Party has suffered actual prejudice thereby. (fc) Each With respect to any Tax Claim, the Tax Indemnifying Party may assume and control all proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, and may, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Tax Indemnifying Party will consult with the Tax Indemnified Party in the negotiation and settlement of any Tax Claim and the Tax Indemnifying Party will not, without the written consent of the Tax Indemnified Party, which consent shall filenot be unreasonably delayed, conditioned or withheld, settle or compromise any Tax Claim in any manner if such settlement or compromise would have the effect of increasing the Taxes of the Tax Indemnified Party (“Indemnified Party Tax Increase”); provided, that, to the extent required by applicable that a Tax LawsClaim relates to a Straddle Period, the Sellers’ Representative and the Buyer will jointly control all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws proceedings taken in connection with any such Tax Claim. (d) The Tax Indemnified Party will cooperate with the preparationTax Indemnifying Party in contesting any Tax Claim, execution and/or filing which cooperation will include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any Tax Return and other related documentation, any audit material provided hereunder or other examination by any Governmental Authority, or any judicial or administrative to testify at proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationTax Claim. (ge) The parties intend that for United States federal income tax purposes, (i) the contribution No Party will settle or compromise a Tax Claim relating solely to Taxes of the Interests Company for a Straddle Period without the other Party’s or Parties’ written consent which consent shall not be treated as a contribution by Contributor to Acquirer pursuant to unreasonably delayed, conditioned or withheld. 20. Section 721(a) 7.6 of the Code, subject to Section 707 of the Code, Agreement is deleted in its entirety and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance replaced with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.following:

Certain Tax Matters. (ai) Except as otherwise provided All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest thereon) incurred in connection with this Section 5.2, Contributor Agreement shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming paid when due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken follows: 50% by the Company on Sellers or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. Current Owners (b) Acquirer shall be responsible for all Taxes incurred by or with respect up to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the a maximum amount of any Taxes imposed or incurred $105,000) and the remainder by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand thereforPurchaser. The Parties shall provide such certificates Sellers and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall fileCurrent Owners shall, to the extent required by applicable Tax Lawsat his or its own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes for which such Party is responsible hereunder. In additionand fees, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise and if required by applicable Tax Laws law, the Purchaser shall, and shall cause its affiliates to, join in connection with the preparation, execution and/or filing of any such Tax Return Returns and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (gii) The parties intend that All real property taxes, personal property taxes, ad valorem -- ------- obligations and similar taxes imposed on a periodic basis, in each case levied with respect to the Acquired Assets, other than conveyance taxes provided for United States federal income tax purposes, in clause (i) above, for a taxable period which includes (but does not end on) the contribution Closing Date shall be apportioned between the Sellers and the Purchaser as of the Interests Closing Date based on the number of days of such taxable period included in the pre-Closing Tax period and the number of days of such taxable period included in the post-Closing period. The Sellers shall be treated liable for the proportionate amount of such Taxes that is attributable to the pre-Closing Tax period. Within 90 days after the Closing, the Sellers and the Purchaser shall present a reimbursement to which each is entitled under this Section together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within 10 days after delivery of such statement. Thereafter, the Sellers shall notify the Purchaser upon receipt of any xxxx for Taxes relating to the Acquired Assets, part or all of which are attributable to the post-Closing Tax period, and shall promptly deliver such xxxx to the Purchaser who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers the pre-Closing Tax period, the Sellers shall also remit prior to the due date of assessment to the Purchaser payment for the proportionate amount of such xxxx that is attributable to the pre-Closing Tax period. In the event that either the Sellers or the Purchaser shall thereafter make a contribution by Contributor payment for which it is entitled to Acquirer pursuant reimbursement under this Section, the other party shall make such reimbursement promptly but in no event later than 30 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 721(a8.01(h)(ii) and not made within 10 ------------------- days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsCode for each day until paid.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor Sellers and each other Selling Group Member shall be responsible for for, and covenant and agree to pay, or cause to be paid, as and when due, any and all Taxes incurred by or with due and payable in respect to the Company, whether resulting from the assets or operations of the Company operation of the Business or otherwisethe ownership, for all Tax periods or portions thereof ending on or use and possession of the Purchased Assets before the Closing, other than Closing (whether or not such Taxes becoming are due and payable as a result of actions taken the Transactions), and any Taxes due and payable as a result of the Transactions. Sellers and each other Selling Group Member shall furnish or cause to be furnished to Purchaser, upon request and as promptly as reasonably practicable, such information and assistance relating to the Purchased Assets (including access to books and records) and Purchaser-Hired Former Business Employees as is reasonably necessary for the preparation and filing by Purchaser or on behalf any of Acquirer (includingits Affiliates of any Tax Returns, for this purpose, actions taken the making by the Company on Purchaser or after the Closing Date). In the event Acquirer pays any such of Purchaser’s Affiliates of any election related to Taxes, Contributor shall reimburse Acquirer therefor within 15 days after and the date on which the Taxes are paid and Contributor is notified preparation, prosecution or defense by AcquirerPurchaser or any of Purchaser’s Affiliates of any Action relating to any Tax or Tax Return by any Governmental Authority. (b) Acquirer Sellers and each other Selling Group Member shall be responsible for comply, and shall provide Purchaser with the information and documentation required by Purchaser to comply, and cooperate with Purchaser in its compliance, with all Taxes incurred by or with respect applicable bulk sales and tax notification Laws (and all similar laws, rules and regulations) of every jurisdiction in which the Purchased Assets are located relating to the Company, whether resulting from the assets or operations purchase and sale of the Company Purchased Assets as contemplated herein. If Purchaser is required by any Governmental Authority or otherwiseTax Authority to withhold a portion of the Purchase Consideration, for all Purchaser shall withhold, and not pay to Seller, the applicable amounts, and shall hold such amounts until the applicable Governmental Authority or Tax periods Authority authorizes Purchaser to release and pay over such amounts, and shall release and pay out such amounts in compliance with the instructions of the Governmental Authority or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by ContributorTax Authority. (c) The Parties agree If any taxing authority asserts that whenever it Seller is necessary liable for purposes any Tax, Seller shall promptly pay when due any and all such amounts and shall provide evidence to Purchaser, including a copy of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) receipt, that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, have been paid in the case of other Taxes, by assuming that such portion of the Straddle Period ending on full or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)otherwise satisfied. (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed On and after the Closing Date with respect to the CompanyClosing, Acquirer Purchaser shall cause such Tax Return to be prepared, furnish or cause to be included in furnished to Seller, upon request and as promptly as reasonably practicable, such Tax Return all items of income, gain, loss, deduction, information and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect assistance relating to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion operation of the taxable period ending on or Business prior to the Closing Date pursuant (including access to Section 5.2(b). (ebooks and records) Notwithstanding as is reasonably necessary for the foregoing, to preparation and filing by Seller and the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay other Selling Group Members or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of their Affiliates of any such transfer taxes within thirty (30) days Tax Returns, the making by Seller or any other Selling Group Member or any of Contributor’s written demand therefor. The Parties shall provide such certificates their Affiliates of any election related to Taxes, and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing prosecution or defense by Seller or any other Selling Group Member or any of their Affiliates of any Action relating to any Tax or Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. (a) Except as otherwise provided The Shareholder shall prepare or shall cause to be prepared and file or cause to be filed in this Section 5.2, Contributor shall be responsible a manner consistent with prior practices all Tax Returns for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, Tigris and any Tigris Group Member for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (Date which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date Date. The Shareholder shall permit Verticalnet, upon its request, to review and comment on each such Tax Return prior to filing and shall incorporate such comments as Verticalnet reasonably requests with respect to matters that could relate to the CompanyTaxes of any Tigris Group Member for any period or portion of a period ending after the Closing Date. (b) Verticalnet, Acquirer the Surviving Corporation and the Shareholder shall cause such Tax Return cooperate, as and to be preparedthe extent reasonably requested by each party, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed connection with the appropriate filing of Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due Returns pursuant to this Section 6.09 and any audit or Litigation with respect to Taxes. Such cooperation shall include the retention and (upon a party’s request) the provision of records and information reasonably relevant to any such audit or Litigation, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation and the Shareholder shall (i) retain all books and records with respect to Tax matters pertinent to Tigris and any Tigris Group Member relating to any Tax period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to beginning before the Closing Date pursuant to Section 5.2(b). until the expiration of the statute of limitations (e) Notwithstanding the foregoingand, to the extent notified by Verticalnet or the Shareholder, any extensions thereof) of the respective Tax periods (provided, however, that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes nothing herein shall be borne fifty percent (50%) by Contributor construed to interfere with the right of the Shareholder to retain such books and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation records with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties Tax matters pertinent to Tigris or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tigris Group Member relating to any Tax Return period beginning before the Closing Date as the Shareholder deems necessary or advisable to retain for Tax audit purposes), and other related documentation, any audit or other examination abide by all record retention agreements entered into with any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the CodeBody, and (ii) give the distribution other party reasonable written notice before transferring, destroying or discarding any such books and records and, if the other party so requests, Verticalnet or the Shareholder, as the case may be, shall allow the other party to take possession of such books and records. (c) Verticalnet, the Debt Financed Cash Consideration shall qualify Surviving Corporation and the Shareholder shall, upon request, use reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant may be necessary to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall mitigate, reduce or eliminate any Tax that could be treated imposed (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations including any Tax with respect to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsTransaction).

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2Tax Returns for Periods Ending on or Prior to Closing. The Astarte Stockholders, Contributor acting by and through the Stockholder Representative, shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for prepare all Tax Returns (each a "Pre-Closing Tax Return") related to Astarte for ---------------------- all periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes (a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during "Pre-Closing Tax Period"). ---------------------- The Stockholder Representative shall provide Tellium with a draft of each such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the completed Pre-Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that which is required to be filed for a taxable year (including a short taxable year ending on the Closing Date) at least 30 days prior to the due date (including extensions) for the filing of such Pre- Closing Tax Return for Tellium's review and comment. Tellium shall provide any comments to the Stockholder Representative concerning such Pre-Closing Tax Return within 15 days after receiving such Pre-Closing Tax Return. The Stockholder Representative shall consider in good faith the comments provided by Tellium but, if Astarte files the Section 6501 Disclosure Statement, the Stockholder Representative shall not be required to change the draft Pre-Closing Tax Return in response to Tellium's comments unless Tellium reasonably determines that any position taken on such Pre-Closing Tax Return (A) has no "reasonable basis" within the meaning of Treas. Reg. (S) 1.6662-3(b)(3), (B) could reasonably result in an omission of gross income in excess of 25% of the amount of gross income stated in the return (excluding from any such omission (i) if the Section 6501 Disclosure Statement is filed with the federal Income Tax Return for Astarte for the short taxable year ending on the Closing Date, any items of gross income resulting from or arising out of the Distribution and (ii) any other amount which is disclosed in the Pre-Closing Tax Return or in a statement attached to the Pre-Closing Tax Return in a manner adequate to satisfy the disclosure requirements of Code Section 6501(e)(1)(A)(ii)), or (C) would unreasonably defer the recognition of taxable income until after the Effective Time. The Stockholder Representative and Tellium shall endeavor in good faith to agree on Pre-Closing Date with respect Tax Return positions as to which any of (A), (B) and (C), above are reasonably alleged by Tellium to be applicable. If Tellium and the Stockholder Representative cannot agree on finalizing such Pre- Closing Tax Return, Tellium and the Stockholder Representative shall refer the matter to an independent "Big-Five" accounting firm agreed to by Tellium and the Stockholder Representative to arbitrate the dispute. Such accounting firm shall be instructed to modify the draft Pre-Closing Tax Return prepared by the Stockholder Representative to the Companyminimum extent necessary to avoid any position to which any of (A), Acquirer (B) or (C) could apply. Tellium and the Stockholder Representative shall equally share the fees and expenses of such accounting firm and its determination shall be binding on all parties. Upon finalization, Tellium shall cause such Tax Return the Surviving Corporation to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, execute and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed file with the appropriate Tax Authorityauthority any such Pre-Closing Tax Return received from the Stockholder Representative and pay the Tax shown thereon as due, subject to any rights of indemnification under Article X. Any review or comment by Tellium on a Pre-Closing Tax Return shall not impair or waive any of Tellium's rights to indemnification under Article X. (b) Section 6501 Disclosure Statement, Tax Attributes and Closing-of- the-Books Election. Acquirer In preparing Pre-Closing Tax Returns, the Astarte Stockholders, acting by and through the Stockholder Representative, shall be responsible (i) attach the Section 6501 Disclosure Statement to Astarte's federal Income Tax Return for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the short taxable period year ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, and prepare such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws Return in connection a manner consistent with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code6501 Disclosure Statement, and (ii) shall utilize all available tax carryforwards and other tax attributes in determining the distribution of Taxes due, if any, on each such Pre-Closing Tax Return. Astarte Stockholders, acting by and through the Debt Financed Cash Consideration Stockholder Representative, shall qualify as a “debt- financed transfer” file an election under Section 1.707Treas. Reg. (S) 1.382-5(b6(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707Treas. Reg. (S) 1.382-3(c)(26(b)(2) to allocate the net operating loss or taxable income and the net capital loss or modified capital gain income of Astarte as if Astarte's books were closed at the Treasury RegulationsEffective Time.

Certain Tax Matters. (a) Except TKO, the Transferred Entities and the EDR Parties shall cooperate, as otherwise and to the extent reasonably requested by the other parties, in connection with the preparation and filing of Tax Returns and the conduct of any Tax audit, examination or other proceeding relating to the Transferred Entities, the Businesses or the Transaction. Such cooperation may include the provision of records and information reasonably requested by the other parties which are reasonably relevant to any such Tax Return (and cooperation that will permit the other party (and its Affiliates) to timely meet its Tax filing obligations) or Tax proceedings and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in this Section 5.2hereunder. Following the Closing, Contributor TKO shall be responsible for retain all Taxes incurred by or books and records with respect to Tax matters pertinent to the Company, whether resulting from Transferred Entities relating to any taxable period beginning before the assets or operations Closing Date until the expiration of the Company statute of limitations (including any extensions thereof) of the applicable taxable period, and to abide by all record retention agreements entered into with any taxing authority. Notwithstanding the foregoing or otherwiseanything else in this Agreement, for all Tax periods in no event will TKO (or portions thereof ending on or before the Closing, other than Taxes becoming due as a result any of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or its Affiliates) after the Closing Date). In have any right to review or access the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by AcquirerEDR Tax Filings. (b) Acquirer shall be responsible for all Taxes incurred by or with respect Notwithstanding anything else in this Agreement (including that Closing Net Working Capital and Closing Indebtedness are otherwise measured as of the Calculation Time and determined without reference to the Company, whether resulting from the assets or operations consummation of the Company transactions contemplated by this Agreement), the determination of Tax assets and Tax liabilities in Net Working Capital or otherwise, for all Indebtedness shall take into account the effects of any Transaction Deductions or other Tax periods benefits accruing on the Closing Date that may be utilized under applicable Law to reduce Tax liabilities or portions thereof beginning after increase Tax assets otherwise includible in the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributordetermination of Net Working Capital or Indebtedness. (c) The Parties agree that whenever it is necessary For purposes of allocating Tax liabilities and Tax assets with respect to any Straddle Period for purposes of this Section 5.2 to determine Agreement, the amount portion of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) Tax that is allocable to the portion of the Straddle Period such Tax period ending on or before the Closing Date, the determination Date shall be made, (i) in the case of any property or ad valorem or franchise other similar Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably assessed on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, determined by allocating such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably Taxes on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) in the distribution case of all other Taxes, determined as though the Tax period of the Debt Financed Cash Consideration shall qualify Transferred Entities terminated as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 close of this Agreement. Any Cash Consideration in excess of business on the amount treated as Closing Date, except that exemptions, allowances or deductions that are calculated on a “debt-financed transfer” periodic basis shall be treated (x) as allocated on a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationsper diem basis.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor Seller and Buyer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer each (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (bi) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall ------------------- provide the other Parties with such assistance as may reasonably be reasonably requested by such other Parties or otherwise required by applicable Tax Laws either of them in connection with the preparation, execution and/or filing preparation of any Tax Return and other related documentationReturn, any audit or other examination by any Governmental Authority, taxing authority or any judicial or administrative proceedings relating to liability for Taxes, and each will (ii) retain and provide the requesting Party or Parties other with any records or other information which that may be relevant to such returnTax Return, audit or examination, proceedings proceeding or determination, and (iii) 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, Buyer and Seller shall retain until the applicable statutes of limitations (including any extensions) have expired copies of all records or information that may be relevant to returns filed by the other party for all tax periods or portions thereof ending before or including the Closing Date. (gb) The parties intend that for United States federal income tax purposesBuyer shall not, and shall not cause or permit any of the Transferred Subsidiaries to (i) take any action on the contribution Closing Date, other than in the ordinary course of the Interests shall be treated business or as a contribution contemplated by Contributor to Acquirer pursuant to Section 721(a) this Agreement, that would result in any indemnification obligation of the Code, subject to Section 707 of the Code, and Seller under this Agreement or (ii) without the distribution consent of Seller, except as otherwise required by applicable Law, or unless Seller is fully indemnified and held harmless (to Seller's satisfaction) from any resulting liability, make or change any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any transaction that results in any increased Tax liability or reduction of any Tax asset of Seller with respect to any Tax period, or portion thereof, ending on or before December 31, 1996. Buyer shall make an election under Section 338 of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) Code and the regulations thereunder with respect to Buyer's acquisition of the Treasury Regulations Transferred Subsidiary Shares pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess Buyer shall make the determination of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement allocation of Contributor’s preformation expenditures within foreign taxes for the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, 1997 tax year between Buyer and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration Seller in accordance with applicable IRS regulations. (c) In the requirements event Buyer receives a refund of Section 1.707-3(c)(2) any amount of Tax paid by any Transferred Subsidiary as shown on a Tax Return of such Transferred Subsidiary filed with respect to any Tax period, or portion thereof, ended on or before December 31, 1996, Buyer shall promptly pay Seller the Treasury Regulationsamount of such Tax refund.

Certain Tax Matters. (a) Except as otherwise provided All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Section 5.2Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) (collectively, Contributor “Transfer Taxes”) shall be responsible borne and paid by the Seller when due. The Parties agree to execute and deliver to each other such resale, occasional sale, or similar certificates as may be requested in order to qualify for all Taxes incurred by available exemptions from Transfer Taxes. The Seller shall, at its own expense, timely file any Tax Return or other document with respect to the CompanyTransfer Taxes, whether resulting from the assets or operations and Purchaser shall cooperate with respect thereto as necessary. The Seller has notified (and Purchaser may notify) all of the Company Governmental Authorities in the jurisdictions that impose Taxes on the Seller or otherwisewhere the Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities. If any Governmental Authority asserts that the Seller is liable for any Tax, for the Seller shall promptly pay any and all Tax periods such amounts and shall provide evidence to the Purchaser that such liabilities have been paid in full or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirerotherwise satisfied. (b) Acquirer The Seller shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays include any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and tax credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such sale of the Purchased Assets on the Seller’s federal, state, local and non- U.S. income Tax ReturnReturns for the Tax Period in which the Closing occurs. (c) Purchaser shall prepare and file any property and similar ad valorem Tax Returns that are required to be filed with respect to the Purchased Assets that are filed after the Closing Date. To the extent not already deducted from the Base Price, but the Seller shall have the right pay to recover from Contributor Purchaser the amount of any property and similar ad valorem Taxes attributable with respect to the Purchased Assets allocable to the pre-Closing portion of the taxable period ending on or prior to the Closing Date any Straddle Period pursuant to Section 5.2(b)2.5 within five (5) Business Days of the receipt of a request from Purchaser for such payment. (ed) Notwithstanding Any and all existing Tax indemnification, sharing, allocation, and similar agreements (whether written or not) binding upon the foregoing, to Purchased Assets or the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes Business shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance terminated as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsClosing Date.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2Equityholder shall prepare and file, Contributor shall or cause to be responsible for all Taxes incurred by or with respect to the Companyprepared and filed, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, Returns for this purpose, actions taken by the each Alta Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending due on or prior to the Closing Date constitutes a separate taxable period applicable (collectively, the “Equityholder Prepared Returns”), and shall pay any Taxes shown as due on any Equityholder Prepared Return to the Company applicable Taxing Authority. Equityholder shall cause each Equityholder Prepared Return to be prepared in a manner consistent with the Company’s past practice. Parent shall prepare and by taking into account file, or cause to be prepared and filed, at Parent’s sole cost and expense, all Tax Returns of the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period Alta Companies that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to (the Company“Parent Prepared Returns”), Acquirer and shall cause pay any Taxes shown as due on any Parent Prepared Return that is not a Pass-Through Tax Return. To the extent that an Equityholder Prepared Return or a Parent Prepared Return is a Pass-Through Tax Return, such Tax Return to shall be preparedprepared on a basis consistent with existing procedures and practices and accounting methods, cause to be included in unless otherwise required by Law; provided that any such Tax Return all items shall only be permitted to include any “bonus depreciation” under Code Section 168(k) in such a manner as to minimize the Tax liability of the members of the Alta Company as a result of the taxable income of the Alta Company; provided, further, that any Alta Company that is classified as a partnership for U.S. federal income tax purposes shall use the interim closing of the books method for purposes of allocating income, gain, loss, deduction, deduction and credit for a taxable period that includes, but does not end on, the Closing Date. Each Parent Prepared Return that is a Pass-Through Tax Return shall be submitted to Equityholder for Equityholder’s review and comment at least thirty (30) days prior to the due date of the Tax Return (taking into account applicable extensions). Parent shall in good faith consider all reasonable comments received from Equityholder no later than ten (10) days prior to the due date for filing any such Tax Return (taking into account applicable extensions). Notwithstanding any other provision of this Section 6.6(a), Equityholder, at its sole cost and expense, shall be solely responsible for filing any and all of the Tax Returns required to be included thereinfiled by Equityholder and paying all of the Taxes due and owing by Equityholder (including to the extent attributable to income of any Alta Company that flows up to Equityholder). The parties hereto shall file all Tax Returns consistently with the Intended Tax Treatment unless otherwise required by a determination of a Taxing Authority that is final. (b) Parent shall notify Equityholder of receipt by any Alta Company of a written notice of any pending or threatened Tax audit, furnish a copy assessment, litigation or other Proceeding if such audit, assessment, litigation or other Proceeding is with respect to Taxes with respect to any Pass-Through Tax Returns of any Alta Company for any Pre-Closing Tax Period (“Tax Contest”). No failure or delay of Parent in the performance of the foregoing shall reduce or otherwise affect the obligations or Liabilities of Equityholder pursuant to this Agreement except to the extent Equityholder is materially prejudiced thereby. Parent shall control, or cause the applicable Alta Company to control, the conduct of any Tax Contest, provided, that (i) Equityholder shall have the right to participate in such Tax Return Contest and (ii) Parent shall not settle, resolve or abandon the Tax Contest (or any portion thereof) without the prior written consent of Equityholder (such consent not to Contributorbe unreasonably withheld, conditioned or delayed). Notwithstanding anything in the Agreement to the contrary, in case of any conflict between this Section 6.6(b) and Section 6.5(e) with respect to any Tax Contest, this Section 6.6(b) shall govern with respect to such Tax Contest. (c) Each Party shall cooperate (and cause its Affiliates to cooperate) fully, as and to the extent reasonably requested by each other Party, in connection with the preparation and filing of Tax Returns pursuant to Section 6.6(a) and any audit or other Proceeding with respect to Taxes or Tax Returns of any Alta Company (whether or not a Tax Contest). Such cooperation shall include the provision of records and information which are reasonably relevant to any such audit or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Following the Closing, Parent agrees to retain all books and records with respect to Tax matters pertinent to the Alta Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Equityholder, any extensions thereof) of the respective taxable periods, and cause such Tax Return to be timely filed abide by all record retention agreements entered into with the appropriate Tax any Taxing Authority. Acquirer Each Party shall be responsible for furnish the timely payment other Parties with copies of all relevant correspondence received from any Taxing Authority in connection with any Tax audit or information request with respect to any Taxes for which the other may have an indemnification obligation under this Agreement. Each Party shall (and shall cause its Affiliates to) provide certificates or forms, and timely execute any Tax Return, that are necessary or appropriate to establish an exemption for (or reduction in) any Transfer Tax. Equityholder shall (and shall cause his Affiliates to) provide any information reasonably requested, at Parent’s sole cost and expense, to allow Parent or any Alta Company to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws or to compute the amount of payroll or other employment Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b)any payment made in connection with this Agreement. (ed) Notwithstanding the foregoingAll transfer, to the extent that transfer taxes arise from the transactions contemplated by this Agreementdocumentary, such transfer taxes sales, use, value added, goods and services, stamp, registration, notarial fees and other similar Taxes and fees (collectively, “Transfer Taxes”), shall be borne fifty percent (50%) paid by Contributor and fifty percent (50%) by Acquirerthe Surviving Company. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, Alta Company will file all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In additionTransfer Taxes, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise and, if required by applicable Tax Laws Law, Equityholder and Parent will, and will cause their respective Affiliates to, cooperate and join in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationsother documentation.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.25.04, Contributor all tax sharing agreements, arrangements, policies and guidelines, formal or informal, express or implied, that may exist between the Companies and Seller or their affiliates and all obligations thereunder shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations terminate as of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date), and the Companies shall have no liability thereunder for any and all amounts due in respect to periods prior to the Closing Date. In Notwithstanding any other provision of this Agreement, Seller and the event Acquirer pays Companies may make reasonable payments pursuant to such tax sharing agreements and understandings prior to the Closing Date in amounts consistent with past practices and procedures under such tax sharing agreements and the Tax Allocation Agreement shall remain in effect until any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes overpayments or underpayments are paid adjusted in accordance with past practices and Contributor is notified by Acquirerprocedures. (b) Acquirer The Companies shall continue to be responsible for all Taxes incurred by included, up to and including the Closing Date, in the Seller Group's consolidated federal income Tax Return and any required state or with respect to the Company, whether resulting from the assets local consolidated or operations combined income Tax Returns that include any of the Company or otherwise, for Companies (all such Tax Returns including taxable periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period Companies ending on or before the Closing Date, the determination Date are hereinafter referred to as "Pre-Closing Consolidated Returns"). Seller shall be made, in the case of property or ad valorem or franchise Taxes timely (which are measured by, shall not preclude obtaining or based solely upon, capital, debt, filing normal or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of customary extensions) prepare and file (or cause to be prepared and filed) all Pre-Closing Consolidated Returns and all other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is Returns required to be filed after on or before the Closing Date with respect to the Company, Acquirer Companies (the "Seller Group Returns"). Seller shall cause such Tax Return to be prepared, timely pay (or cause to be included in such paid) all Taxes shown as due and payable on the Seller Group Returns ("Seller's Taxes"). Purchaser and Seller agree that if the Companies are permitted under any Applicable Law relating to state or local income tax to treat the Closing Date as the last day of a taxable period, Purchaser and Seller shall treat (and cause their respective affiliates to treat) the Closing Date as the last day of a taxable period, and any Tax Return for such a period shall be considered a Seller Group Return for purposes hereof. (c) Purchaser shall timely (which shall not preclude obtaining or filing normal or customary extensions) prepare and file (or cause to be filed) all items of income, gain, loss, deduction, and credit Tax Returns required by Applicable Law for the Companies that are not required to be included therein, furnish prepared and filed by Seller pursuant to Section 5.04(b) ("Purchaser's Returns"). Any Purchaser's Return including a copy period prior to the Closing Date shall be prepared in a manner consistent with prior practice and copies of such Purchaser's Returns shall be delivered to Seller. Purchaser shall timely pay (or cause to be paid) all Taxes shown as due and payable on the Purchaser's Returns ("Purchaser's Taxes"). (d) After the Closing Date, Seller shall submit to Purchaser blank Tax Return workpaper packages reasonably necessary for Seller to Contributor, prepare any Seller Group Returns. Purchaser shall cause the Companies to prepare completely and cause accurately all information that Seller shall reasonably request in such Tax Return workpaper packages and shall submit to be timely filed with Seller such packages within the appropriate Tax Authority. Acquirer shall be responsible for later of 90 days after Purchaser's receipt thereof or 60 days after the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion close of the taxable period ending on to which a workpaper package relates. Each party shall cooperate with the other in connection with any tax filing, investigation, audit or other proceeding. Purchaser and Seller and their subsidiaries shall preserve all information, returns, books, records and documents relating to any liabilities for Taxes with respect to a taxable period until the later of the expiration of all applicable statutes of limitation and extensions thereof, or the conclusion of all litigation with respect to Taxes for such period. (e) After the Closing Date, Seller shall indemnify and hold harmless Purchaser from and against any Tax liability with respect to (i) any Seller's Taxes; (ii) the Florida Tax Litigation; and (iii) any increase in Tax liability resulting from the Companies being severally liable for any Taxes of the Seller Group or any other consolidated group of which any of the Companies was a member prior to the Closing Date pursuant to Treasury Regulations Section 5.2(b1.1502-6 or any analogous state or local tax provision; provided that Seller's liability under clause (ii) shall be subject to the limitation of paragraph 7.01(c) and shall be treated, solely for purposes of such subparagraph, as Damages and Costs and, provided, further, that Seller shall have no indemnification obligations with respect to amounts that have been accrued in the Audited Statements and the Interim Unaudited Statements (as such terms are defined in Section 3.07(b) hereof) and any regularly prepared financial statements for a period after June 30, 1995. Subject to the provisions of the third paragraph of Section 5.04(f). (e) Notwithstanding , Seller shall pay such amounts as they are obligated to pay to Purchaser under the foregoingpreceding sentence within 15 days after payment of any applicable Tax liability by Purchaser or the Companies and, to the extent that transfer taxes arise from not paid by Seller within such 15-day period, shall thereafter include interest thereon at the transactions contemplated by this AgreementPrime Rate (reported as of the last day of such 15-day period). After the Closing Date, such transfer taxes shall be borne fifty percent (50%) by Contributor Purchaser and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer Companies shall indemnify and hold Contributor harmless Seller and its affiliates from and against its share any Tax liability with respect to Purchaser's Taxes that are allocable to or apportioned to a period after the Closing Date. Purchaser shall pay such amounts within 15 days after payment of any such transfer taxes within thirty (30) days Tax liability by Seller or any of Contributor’s written demand therefor. The Parties shall provide such certificates their affiliates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxesnot paid by Purchaser within such 15-day period shall thereafter include interest thereon at the Prime Rate (reported as of the last day of such 15-day period). (f) Each In the event that Purchaser or any of the Companies receives notice, whether orally or in writing, of any pending or threatened federal, state, local, municipal or foreign tax examinations, claims settlements, proposed adjustments, assessments or reassessments or related matters with respect to Taxes that could affect the Seller Group, or if Seller receives notice of matters that could affect Purchaser or the Companies, the party receiving notice shall notify in writing the potentially affected party within 10 days thereof. The failure of any party to give the notice required by this paragraph shall not impair that party's rights under this Agreement except to the extent that the other parties demonstrate that they have been damaged thereby. Subject to Section 5.04(g), each of Seller and Purchaser (as applicable, the "Controlling Party") shall have the right to control any audit or examination by any taxing authority, initiate any claim for refund, file any amended return, contest, resolve, settle and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating to or with respect to those Tax Returns that each is required to prepare and file pursuant to Sections 5.04(b) and (c); provided that, in the event that any such adjustment could have an adverse effect on the Tax liability of the other party (or affect the Purchaser by having an adverse effect on the Tax liability of the Companies, or affect Seller by having an adverse effect on the Tax liability of the Seller Group) (the "Affected Party"), the Controlling Party (i) shall filegive the Affected Party written notice of any such adjustment, (ii) shall permit the Affected Party to participate in the proceeding to the extent the adjustment may adversely affect the Tax liability of the Affected Party and (iii) shall not settle or otherwise compromise such proceeding without the prior written consent of the Affected Party, which consent shall not be unreasonably withheld or delayed. Except as specified in Section 5.04(g) or the following sentence, Seller and Purchaser shall each be entitled to retain for its own account any refunds of Taxes attributable to those Tax Returns that each is required to prepare and file pursuant to Sections 5.04(b) and (c) and shall pay to the other the amount of any refund to which the other is entitled within 15 days after the receipt of such refund and, to the extent required by applicable Tax Lawsnot paid within such 15-day period, all necessary Tax Returns and other documentation with respect to all Taxes for which shall thereafter include interest at the Prime Rate (reported as of the last day of such Party is responsible hereunder15-day period). In additionthe case of Purchaser, each Party a refund attributable to any Purchaser's Return including a period prior to the Closing Date shall provide be divided between Purchaser and Seller by recomputing the other Parties with portion of Tax as readjusted that is allocable to a period prior to the Closing Date. Notwithstanding the foregoing, but subject to Section 5.04(g), Seller shall have the exclusive right to direct and to control the Florida Tax Litigation and to initiate any claim for refund, file any amended return and contest, resolve, settle and defend against such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws litigation. Purchaser shall use its best efforts to assist Seller in connection with the preparationFlorida Tax Litigation, execution and/or filing of any Tax Return and other related documentationincluding, any audit or other examination by any Governmental Authoritywithout limitation, or any judicial or administrative proceedings providing Seller access to information relating to liability for Taxes, the Florida Tax Litigation that is in Purchaser's or the Companies' possession and each will retain making available the officers and employees of Purchaser and the Companies to provide assistance and information in connection therewith and to continue to have the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationCompanies participate as litigants in the Florida Tax Litigation. (g) The parties intend that for United States federal income To the extent permitted under applicable law, neither Purchaser nor the Companies shall carry back any tax purposes, attribute (i"Purchaser Tax Attribute") to a period ending on or before the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and Closing Date (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707"Pre-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsClosing Period").

Certain Tax Matters. (a) Except All real property taxes, personal property taxes and similar ad valorem obligations levied with respect to the Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) shall be apportioned between Celarix and GXS Holdings or its designee as otherwise provided of the Closing Date based on the number of days of such taxable period included in the Tax period ending on the Closing Date and the number of days of such taxable period beginning on the Closing Date. Celarix shall be liable for the proportionate amount of such Taxes that is attributable to the Tax period ending on the Closing Date, and GXS Holdings or its designee shall be liable for the proportionate amount of such Taxes that is attributable to the Tax period beginning on the Closing Date. Concurrently with the provision of the statement of Working Capital delivered pursuant to Section 2.3(b), Celarix shall present a statement to GXS Holdings setting forth the amount of reimbursement to which GXS Holdings or its designee or Celarix is entitled under this Section 5.2, Contributor together with such supporting evidence as is reasonably necessary to calculate the proration amount. Such amount shall be responsible applied to further adjust the Purchase Price pursuant to the provisions of Section 2.3(b). Thereafter, Celarix shall notify GXS Holdings upon receipt of any bxxx for real or personal property taxes relating to the Assets, part or all of which are attributable to the Tax period beginning on the Closing Date, and shall promptly deliver such bxxx to GXS Holdings, which shall pay the same to the appropriate Taxing authority, provided that if such bxxx covers any portion of the Tax period ending on the Closing Date Celarix shall also remit prior to the due date of assessment to GXS Holdings or its designee payment for the proportionate amount of such bxxx that is attributable to the pre-Closing Tax period. In the event that either Celarix or GXS Holdings shall thereafter make a payment for which it is entitled to reimbursement under this Section, the other party shall make such reimbursement promptly but in no event later than 30 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section shall be made in cash and, if not made within 10 days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a) (2) of the Code for each day until paid. (b) Any loss, liability, obligation, or cost suffered by Celarix or GXS Holdings as the result of the failure of Celarix or GXS Holdings to comply with the provisions of any bulk sales law applicable to the transfer of the Assets as contemplated by this Agreement shall be borne by Celarix. Any transfer, documentary, sales, use or other Taxes incurred by assessed upon or with respect to the Company, whether resulting from the assets or operations transfer of the Company Assets to GXS Holdings or otherwise, for all Tax periods its designee and any recording or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer filing fees with respect thereto shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations responsibility of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by ContributorCelarix. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. (i) Sellers (severally and jointly) shall indemnify the Parent Parties and hold each of them harmless from and against Losses arising from or attributable to (a) Except as otherwise provided in this Section 5.2any and all Taxes (or the non-payment thereof) of each of the Sellers, Contributor shall be responsible (b) any and all Taxes (or the non-payment thereof) of or imposed on the Company for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax taxable periods or portions thereof ending on or before the ClosingClosing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), other than and (c) any and all Taxes becoming due of any Person imposed on Company as a result of actions taken transferee successor, by contract, or on behalf of Acquirer otherwise, which Taxes relate to an event or transaction occurring (including, for this purpose, actions taken by or deemed to occur) before the Company on or after the Closing Date)Closing. In the event Acquirer pays any such Taxes, Contributor Sellers shall reimburse Acquirer therefor the Parent Parties for any Taxes which are the responsibility of Sellers pursuant to this Section 8F(i) within 15 days after twenty (20) Business Days prior to the date on which payment of such Taxes by Parent or Surviving Company. The parties to this Agreement intend for the Taxes are paid Merger to qualify as a “reorganization” described in Section 368(a)(2)(E) of the Code and Contributor is notified by Acquirerthat this Agreement (and any associated documents) constitute a “plan of reorganization” within the meaning of Treasury Regulation 1.368-2(g). (bii) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount case of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable Taxable period beginning before and ending after that includes (but does not end on) the Closing Date (a “Straddle Period”) that is allocable to ), the portion amount of any Taxes based on or measured by income or receipts for the Pre-Closing Tax Period shall be determined based on an interim closing of the Straddle Period ending books as of the close of business on or before the Closing Date, and the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case amount of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions Taxes for a Straddle Period that are calculated on an annual or periodic basis, such as which relate to the deduction for depreciation, Pre Closing Tax Period shall be apportioned deemed to be the amount of such Tax for the entire Taxable period, multiplied by a fraction, the numerator of which is the number of days in the Taxable period prior ending on the Closing Date, and the denominator of which is the number of days in such Straddle Period. (iii) All Tax sharing agreements or similar agreements (other than agreements the principal subject matter of which is not Taxes) with respect to and including or involving Company shall be terminated as of the Closing Date ratably on a per diem basis). (d) With respect and, after the Closing Date, Surviving Company shall not be bound thereby or have any liability thereunder. In no event will any of the Parent Parties be liable to any Tax Return attributable to a Straddle Period that is required Seller Party for any Taxes or related obligations of any Seller Party. Parent (or its designee) will prepare and file or cause to be prepared and filed all Tax Returns of Company for taxable periods ending on, before or after the Closing Date that are filed after the Closing Date with respect to Date. To the Companyextent permitted by applicable law, Acquirer Sellers shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of include any income, gain, loss, deduction, and credit required to be included therein, furnish a copy of deduction or other tax items for such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending periods on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary their Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing Schedule K-1s furnished to Sellers for such periods. Sellers shall be solely liable for the payment of the Cash Consideration in accordance any Taxes due or payable with the requirements of Section 1.707-3(c)(2) respect to such Tax Returns of the Treasury RegulationsCompany to the extent such Taxes are the responsibility of Sellers pursuant to Section 8F(i).

Certain Tax Matters. (a) Seller and Holdings shall make a good-faith estimate of the total amount of the Property Taxes, the Assumed Taxes and excess of the Property Taxes over the Assumed Taxes (such excess being referred to as the "Retained Property Tax," and such estimated excess being referred to as the "Estimated Retained Property Tax"), all as of the Closing Date, based on the most recent ascertainable financial information of the Business. No later than three (3) days prior to the Closing Date, Seller and Holdings shall provide to Purchaser a schedule setting forth such estimates, together with sufficient background information to allow Purchaser to determine how such amounts were determined. Such estimates shall be subject to reasonable review by Purchaser. At the Closing, Seller and Holdings shall deliver to Purchaser amounts in cash equal to the Estimated Retained Property Taxes. Following the Closing, from time to time as the actual amount of each of the Retained Property Taxes becomes known, if (x) the Estimated Retained Property Tax exceeds the actual Retained Property Tax with respect thereto, Purchaser shall forthwith pay the excess to Seller or Holdings, as applicable, and (y) if the actual Retained Property Tax with respect to any such Tax exceeds the Estimated Retained Property Tax, Seller or Holdings, as applicable, shall forthwith pay the excess to Purchaser. (b) With respect to Property Taxes, Purchaser shall prepare and file (and, to the extent applicable, distribute) all returns, reports and information statements, forms or similar documents for distribution to third parties, with respect to such Property Taxes, all in a timely and proper fashion and as may be necessary or appropriate to assure that Seller, Holdings and Purchaser shall be in full and prompt compliance with law, and shall pay all Property Taxes shown on such returns as due and payable. Purchaser shall upon the request of Seller forthwith provide to Seller proof of its compliance with the foregoing. Except as otherwise set forth above, Seller shall be responsible for filing all returns for Taxes relating to the Purchased Assets, the Assumed Liabilities and the income and operation of the Business before the Closing, regardless of when such returns are due. (c) The parties understand and agree that this Agreement shall be interpreted, and that the parties shall administer their dealings in relation to this Agreement, so as to effect the following principles relating to Taxes: (i) Purchaser shall be responsible for (A) all Taxes arising out of the ownership and operation of the Business beginning on the day after the Closing Date, including Taxes relating to the Unassigned Assets (Purchaser shall be treated as the owner of the Unassigned Assets for tax purposes), (B) the Assumed Taxes, (C) sales, use and other transfer Taxes included in invoices issued to Seller pertaining to Assumed Trade Debts or included in accrued vendor payables in Section 2.2(b), (D) employment Taxes reflected in Accrued Employee Expenses, and (E) the sales and transfer Taxes to the extent provided in this Section 5.212.2. (ii) Except as set forth in Section 8.3(c)(i) and Section 12.2, Contributor Seller and Holdings shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations arising out of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid ownership and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations operation of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior Business up to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after Date. Without limiting the Closing Date with respect to generality of the Companyforegoing, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, Seller and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer Holdings shall be responsible for sales, use and other transfer Taxes included in Accounts Receivable that are Purchased Assets. Seller's and Holdings' responsibility for Taxes, as set forth above, shall prevail irrespective of the timely manner in which any payment of all Taxes due with respect or obligation to the period covered by such Tax Return, but shall have pay Taxes (or the right to recover from Contributor any credit, deposit or refund of Taxes) is reflected in the amount financial statements of Taxes attributable to the portion of the taxable period ending on Seller or prior to the Closing Date Holdings. (iii) The party responsible for any Tax pursuant to Section 5.2(b). (e8.3(c)(i) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement entitled to all credits for and deposits and refunds of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationssuch Tax.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor The parties recognize and agree that the S election of Odin shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations terminated under Section 1362(d)(2) of the Company or otherwise, for all Tax periods or portions thereof ending Code on or before the Closing, other than Taxes becoming due Effective Time as a result of actions taken by or the Merger. The parties further agree that: (i) under Section 1362(d)(2)(B), the termination will be effective on behalf the Effective Time and that under Section 1362(e)(1)(A), (ii) the S short year return for 2002 will be for the period of Acquirer January 1, 2002, through the Effective Time; and (including, iii) the Indemnifying Shareholder will be responsible for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any preparing and filing such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirershort period return. (b) Acquirer The Indemnifying Shareholder shall be responsible for causing to be filed all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations tax returns of the Company or otherwise, Odin for all Tax taxable periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes Effective Time, including any amended tax returns which are required as a separate taxable period applicable result of an examination or adjustments made by taxing authorities, and for causing to be paid by the parties responsible therefor when due any taxes resulting therefrom. Any such amended returns shall be furnished to PEC Sub for approval (which approval shall not be unreasonably withheld), signature and filing at least ten (10) business days prior to the Company and by taking into account due date for the actual filing of such amended returns. (c) All income taxes due with respect to taxable events occurring during such period income of Odin for all periods ending on or before the Effective Time (except that exemptions, allowancesincluding any with respect to the Merger), and deductions all ad valorem and franchise taxes due for a Straddle Period that are calculated any period ending on an annual or periodic basis, such as before the deduction for depreciation, shall be apportioned Effective Time (including any franchise taxes due with respect to the period prior to and including Merger) will be paid by the Closing Date ratably on a per diem basis)Indemnifying Shareholder. (d) With respect In the event PEC Sub determines that any state and/or local sales or use taxes are payable to any Tax Return attributable state and/or local taxing authority in any such state as a result of the Merger or the initial purchase of the Drilling Rigs and Equipment by Odin, the Indemnifying Shareholder shall reimburse to a Straddle Period that is required PEC Sub an amount equal to be filed after one-half of all such sales or use tax actually paid by PEC Sub, including any related interest and/or penalties related to any such sales or use taxes. In the Closing Date with respect event of any rebate or refund of any such sales or use taxes paid by PEC Sub, PEC Sub shall remit one-half of such rebate or refund to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b)Indemnifying Shareholder. (e) Notwithstanding the foregoingFor federal income tax purposes, to the extent that transfer taxes arise from PEC, PEC Sub and Odin shall each characterize the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated Agreement as a contribution by Contributor to Acquirer pursuant to "reorganization" as defined in Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a368(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to will file all Tax Returns and otherwise act at all times tax returns in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationssuch characterization.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.25.1, Contributor Seller shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, but only to the extent such Taxes were not included in the Company’s Working Capital as of the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer Buyer (including, for this purpose, actions taken by the Company on or after the Closing Date). In If such Taxes were included in the event Acquirer pays any Company’s Working Capital as of the Closing, the Company or Buyer shall pay the amount of such Taxes; if Seller pays such Taxes on behalf of the Company, Contributor the Company or Buyer shall reimburse Acquirer Seller therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirerpaid. (b) Acquirer Buyer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor Seller pays any such Taxes, Acquirer Buyer shall reimburse Contributor Seller therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributorpaid. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine Notwithstanding the amount of foregoing, any Transfer Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), borne 50% by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, Buyer and 50% by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)Seller. (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties Party with such assistance as may be reasonably requested by such the other Parties Party or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (ge) The parties intend that Parties agree that, for United States federal income tax purposes, (i) the contribution transfer of the Interests pursuant to this Agreement shall be treated as a contribution transfer by Contributor to Acquirer pursuant to Section 721(a) Seller of all the assets and liabilities of the CodeCompany to Buyer that is treated (i) in part, subject as a contribution in exchange for $200,000,000 of DM Units in a transaction to which Section 707 721 of the CodeInternal Revenue Code of 1986, as amended, applies and (ii) in part, a sale in exchange for the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the InterestsPromissory Note. The Parties agree to that they shall file all Tax Returns and otherwise act at all times in a manner United States federal income tax returns consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationsforegoing treatment.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor Buyer shall be responsible liable for, and shall pay, in a due and timely manner all sales, use, value added, documentary, stamp duty, gross receipts, registration, transfer, conveyance, excise, recording, license and other similar Taxes (excluding, for all the avoidance of doubt, any Taxes incurred imposed on or by reference to income or gains) (“Transfer Taxes”) arising out of or in connection with respect or attributable to the Company, whether resulting from the assets or operations transfer and sale of the Company or otherwise, for Common Share at the Closing. Buyer shall prepare all Tax periods or portions thereof ending on or before Returns in respect of Transfer Taxes and Seller shall use commercially reasonable efforts to cooperate in the Closing, other than Taxes becoming due as a result preparation and filing of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by such Tax Returns to the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirerextent required pursuant to applicable Law. (b) Acquirer shall be responsible for all Taxes incurred by or with respect Notwithstanding anything contained in this Agreement to the Companycontrary, whether resulting from the assets or operations of any transactions undertaken by the Company or otherwise, for all Tax periods or portions thereof beginning any of its Subsidiaries outside of the Ordinary Course of Business that occur after the Closing. In Closing on the event Contributor pays Closing Date shall not be included in any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by ContributorPre-Closing Tax Period. (c) The Parties agree that whenever it is necessary for For purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be madeAgreement, in the case of property or ad valorem or franchise any Taxes that are payable for a Straddle Period, the portion of such Tax related to the Pre-Closing Tax Period shall (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, i) in the case of other any property Taxes, be deemed to be the amount of such Tax for the entire Tax period multiplied by assuming that such portion a fraction the numerator of which is the number of days during the Straddle Period ending on or prior to the Closing Date constitutes and the denominator of which is the number of days in such Straddle Period, and (ii) in the case of any Tax other than a separate taxable period applicable property Tax, be deemed equal to the Company amount which would be payable if the relevant Tax period ended on and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including included the Closing Date ratably on a per diem basis)Date. (d) With respect Notwithstanding any other provision in this Agreement to the contrary, any Tax Return attributable to a Straddle Period that is required to be filed after sharing, allocation or indemnity agreement between the Closing Date with respect to Company or any of its Subsidiaries, on the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deductionone hand, and credit required to be included thereinSeller or any of its Affiliates, furnish a copy of such Tax Return to Contributoron the other, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or terminated prior to the Closing Date pursuant to Section 5.2(b)and, after the Closing, none of Buyer and its Affiliates (including the Company or any of its Subsidiaries) shall be bound thereby or have any liability thereunder. (e) Notwithstanding Without limiting the foregoingobligations set forth in Section 6.02, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates after the Closing, Seller and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party Buyer shall provide the other Parties with such assistance information available to the Party of whom such request is made as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparationcalculation of the Pre-Closing Tax Amount, execution and/or the filing of any Tax Return and other related documentationReturn, or the defense of any audit or other examination by any Governmental Authority, Authority or any judicial or administrative proceedings proceeding relating to liability for Taxes. Such cooperation shall include promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Authority that relate to Taxes. Notwithstanding anything to the contrary in this Agreement, and each will retain and provide Seller shall not be permitted to examine any Tax Returns or related Tax information of (i) Buyer and/or any of its Affiliates, or (ii) the requesting Party Company or Parties with any records of its Subsidiaries relating to a taxable period (or information which may be relevant to such return, audit or examination, proceedings or determinationportion thereof) beginning after the Closing Date. (gf) The parties intend that for United States federal income tax purposesPrior to the Closing, the Company shall (i) the contribution of the Interests shall be treated use commercially reasonable efforts to obtain from each “disqualified individual” (as a contribution by Contributor to Acquirer pursuant to defined in Section 721(a280G(c) of the Code, subject to Section 707 ) a waiver by such individual of any and all payments and benefits contingent on the consummation of the Code, and transactions contemplated by this Agreement (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a280G(b)(2)(A)(i) of the Code, ) to the extent necessary so that such payments and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor benefits would not be “excess parachute payments” under Section 280G of the Interests. The Parties agree Code (the “Waived 280G Benefits”) and (ii) submit to file its stockholders for a vote all Tax Returns and otherwise act at all times such Waived 280G Benefits in a manner consistent and form that is intended to comply with this intended treatment the stockholder approval procedures set forth in Section 280G(b)(5)(B) of the contribution Code such that, if such vote is adopted by stockholders of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration Company in accordance with the requirements of such requirement(s), no payment received by such “disqualified individual” would be a “parachute payment” under Section 1.707-3(c)(2280G(b) of the Treasury RegulationsCode. The Company agrees to provide to Buyer written drafts of the stockholder disclosure statement, waivers, and stockholder approval forms that will be provided to disqualified individuals and stockholders reasonably in advance of delivering such documents to the disqualified individuals and stockholders, as applicable, to allow Buyer and its representatives a reasonable opportunity to provide comments on such documents, and to consider and incorporate any such reasonable comments in good faith.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor Sellers shall be responsible for and shall pay all Taxes incurred by or with respect relating to the Company, whether resulting from Purchased Assets and the assets or operations of the Company or otherwise, Business for all Tax taxable periods (or portions thereof thereof) ending on or before prior to the Closing, other than Taxes becoming due as a result and for the portion of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after taxable period through and including the Closing Date). In in the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount case of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after which includes but does not end on the Closing Date (a “Straddle Period”) that is allocable (collectively, “Pre-Closing Taxes”). Each Seller shall file all Tax Returns required to be filed with respect to Taxes relating to the portion of Purchased Assets and the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period Business for all taxable periods ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax AuthorityClosing. Acquirer Purchasers shall be responsible for the timely payment of and shall pay all Taxes due with respect relating to the period covered by such Tax Return, but shall have Purchased Assets and the right to recover from Contributor the amount of Taxes attributable to Business for (i) the portion of the taxable period ending on or prior from and after the Closing in the case of any Straddle Period and (ii) any taxable period which commences after the Closing. Purchasers shall file all Tax Returns required to be filed with respect to Taxes relating to the Purchased Assets and the Business for all Straddle Periods. Taxes attributable to a Straddle Period shall be allocated between Sellers and Purchasers based, for the Sellers, on the proportion of the number of days in such period through such Closing Date pursuant compared to Section 5.2(b)the total number of days in such taxable period, and with respect to Purchasers, to the number of days in such period after such Closing compared to the total number of days in such taxable period; provided, however, that Taxes assessed or levied on specific transactions attributable to a Straddle Period shall be allocated to either Sellers or Purchasers, as the case may be, in accordance with whether the transaction giving rise to the imposition of such Taxes was undertaken before the Closing or after the Closing. Whenever in accordance with this section Sellers shall be required to pay to Purchasers an amount in respect of Pre-Closing Taxes, such payment shall be made promptly after demand therefor is made. (eb) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes Sellers and Purchasers shall be borne fifty percent (50%) by Contributor cooperate with each other and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and each other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as reasonably may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws either of them in connection with the preparation, execution and/or filing preparation of any Tax Return and other related documentation, or any audit or other examination by any Governmental Authoritytaxing authority, or any judicial or administrative proceedings relating to any liability for Taxes, and each will retain and provide Taxes under this Agreement. The party requesting assistance hereunder shall reimburse the requesting Party or Parties with any records or information which may be relevant to party providing assistance for all reasonable third-party out-of-pocket expenses incurred in providing such return, audit or examination, proceedings or determinationassistance. (gc) The parties intend that for United States federal income tax purposes, (i) All sales and transfer taxes arising from the contribution consummation of the Interests transactions contemplated hereby shall be treated as a contribution borne by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, Sellers. Sellers shall prepare and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns in connection with all such sales and otherwise act transfer taxes and shall provide Purchasers with copies thereof at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2least five (5) of the Treasury RegulationsBusiness Days before they are due to be filed.

Certain Tax Matters. (a) Except as otherwise provided All transfer, documentary, sales, use, stamp, registration, conveyance, recording and other such Taxes, and all other fees and charges in the nature of a Tax (including any penalties and interest), incurred in connection with consummation of the transactions contemplated by this Section 5.2, Contributor Agreement (“Transfer Taxes”) shall be responsible for paid by Parent when due, and Parent will, at its own expense, file all Taxes incurred by or necessary Tax Returns and other documentation with respect to Transfer Taxes. (b) Each Shareholder (other than the CompanyESOP, whether resulting for which indemnification will be provided solely from the assets Tax Return Escrow Account and the Tax Escrow Account) shall indemnify Parent and each of its Affiliates, officers, directors, employees or operations agents (collectively, the “Parent Indemnified Parties”) from and against all liabilities for (i) all Taxes of (or payable by) the Company or otherwise, for all Tax and its Subsidiaries attributable to taxable periods or portions thereof ending on or before the Closing, other than Taxes becoming due as Closing Date (a result of actions taken by or on behalf of Acquirer “Pre-Closing Tax Period”) and (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (bii) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning on or before and ending after the Closing Date (a “Straddle Period”), all Taxes of (or payable by) that is allocable the Company and its Subsidiaries which are allocable, pursuant to subsection (g) below, to the portion of such taxable period ending on the Closing Date (a “Pre-Closing Straddle Period”); provided, however, that there shall be no liability to the extent of the amount of Taxes taken into account in determining Closing Net Working Capital; provided, further, that the amount of Taxes allocable to any Pre-Closing Tax Period or Pre-Closing Straddle Period ending shall be determined by taking into account all Tax deductions that arise or become available as a result any expenses or costs that in each case are (x) attributable to, incurred or payable by the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement and (y) properly deductible by the Company or any of its Subsidiaries in any Pre-Closing Tax Period or Pre-Closing Straddle Period (the “Transaction Tax Deductions”). (c) Notwithstanding anything to the contrary contained herein, (i) each Shareholder’s aggregate liability pursuant to Section 7.2(b) for any Tax Return Excess and all Taxes other than Taxes shown as due and payable on any Pre-Closing Tax Return shall be several and not joint and shall not exceed such Shareholder’s Fully Diluted Pro Rata Portion of $13,200,000; (ii) the ESOP shall not be required to indemnify any Parent Indemnified Party pursuant to Section 7.2(b) other than out of the Tax Return Escrow Account and the Tax Escrow Account; (iii) Parent’s sole and exclusive remedy against the ESOP for indemnification under Section 7.2 shall be to assert claims against, (A) with respect to Taxes shown as due and payable on any Pre-Closing Tax Return, the Tax Return Escrow Account (except to the extent provided in clause (B)) and (B) with respect to any Tax Return Excess and Taxes other than Taxes shown as due and payable on any Pre-Closing Tax Return, the Tax Escrow Account; and (iv) the Shareholders’ indemnification obligation pursuant to Section 7.2 shall terminate, with respect to Taxes shown as due and payable on any Pre-Closing Tax Return, on the Tax Return Escrow Release Date and, with respect to all other Taxes, on the Tax Escrow Release Date. (d) The Shareholders shall be entitled to any refund of any Taxes (including estimated Taxes) received in cash by Parent, the Company or before any of its affiliates, and any credits in lieu of a refund, with respect to any Pre-Closing Tax Period or Pre-Closing Straddle Period, including interest but reduced by the amount of any Tax thereon, and shall be paid any such refund or credit, including interest but reduced by the amount of any Tax thereon, promptly upon receipt thereof in the case of a refund (or the filing of the relevant Tax Return, in the case of a credit) by Parent, the Company or any of their affiliates; provided, however, that (i) the Shareholders shall not be entitled to any refund or credit to the extent such refund or credit is attributable to a carryback of an item that is attributable to any taxable period (or portion thereof) beginning after the Closing Date; (ii) the Shareholders shall be entitled to a credit when and only to the extent the credit actually reduces the unindemnified Tax liability of Parent and its Subsidiaries (determined on a with and without basis); and (iii) the amount of any payment to which the Shareholders would otherwise be entitled under this Section 7.2(d) shall be reduced by the amount of any Taxes described in Section 7.2(b) that have been paid by Parent or any of its Subsidiaries (including, after the Closing Date, the determination Company and its Subsidiaries) and for which none of the Parent Indemnified Parties has been indemnified under this Agreement. If (x) any such refund or credit is subsequently disallowed or (y) Parent or any of its Subsidiaries subsequently pays any Taxes described in Section 7.2(b) for which none of the Parent Indemnified Parties is indemnified under this Agreement, the Shareholders shall be madepromptly repay to Parent the amount of any payment previously paid by Parent under this Section 7.2(d), increased by any interest or penalty imposed as a result of such disallowance in the case of clause (x) and up to the amount of the unindemnified Taxes paid by Parent or any of its Subsidiaries in the case of clause (y). The determination of the amount of any refund of any Taxes, and any credits in lieu of a refund, allocable to a Pre-Closing Straddle Period shall be made in accordance with the allocation of Taxes to a Pre-Closing Straddle Period under subsection (g) below. The Shareholders’ Representative shall have the right to determine whether any claim for refund for such Taxes shall be made on behalf of the Company or any of its Subsidiaries. If the Shareholders’ Representative elects to make a claim for refund, Parent, the Company and any of its Subsidiaries shall cooperate fully in connection therewith. (e) The Shareholders’ Representative shall file or cause to be filed when due all Tax Returns with respect to the Company and its Subsidiaries for any Pre-Closing Tax Period. All Tax Returns filed by the Shareholders’ Representative will correctly reflect the income, business, assets, operations, activities and status of the Company and its Subsidiaries and any other information required to be shown therein consistent with past practice, except as otherwise required by Law. The Shareholders’ Representative shall provide a copy of each such Tax Return filed after the Closing Date to Parent for its review and comment not later than thirty (30) calendar days prior to the deadline for filing each such Tax Return and shall make all changes to each such Tax Return reasonably requested by Parent. (f) Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company and its Subsidiaries for any Straddle Period. All Tax Returns filed by Parent will correctly reflect the income, business, assets, operations, activities and status of the Company and its Subsidiaries and any other information required to be shown therein consistent with past practice, except as otherwise required by Law. Parent shall provide a copy of each such Tax Return to the Shareholders’ Representative for its review and comment not later than thirty (30) calendar days prior to the deadline for filing each such Tax Return, and shall make all changes to each such Tax Return reasonably requested by the Shareholders’ Representative. (g) The amount of Taxes allocable to a Pre-Closing Straddle Period shall be determined (i) in the case of Taxes imposed on a periodic basis (such as property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereofTaxes), by prorating such Taxes ratably on a per diem daily pro rata basis and, and (ii) in the case of other Taxes, by assuming based on an interim closing of the books as of the close of business on the Closing Date (and, in the case of any Taxes attributable to the ownership of an equity interest in a partnership, other “flow-through” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any analogous provision of state, local or foreign Law), as if the taxable period of such entity ended as of the close of business on the Closing Date); provided, that such portion Tax liability shall be determined by taking into account Transaction Tax Deductions that would be properly deductible in a Pre- Closing Straddle Period if such Pre-Closing Straddle Period were an actual taxable period that ended on (and included) the Closing Date (assuming, for this purpose, that the safe harbor election provided for in IRS Revenue Procedure 2011-29 is made with respect to any Transaction Tax Deduction that constitutes a “success-based fee”. (h) Following the Closing, without the Shareholders’ Representative’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), neither Parent, the Company nor any of their affiliates shall file or amend any Tax Return of the Straddle Period ending Company or any of its Subsidiaries, or make or change any Tax election relating to the Company or any of its Subsidiaries, in each case, for any taxable period, or portion thereof, beginning on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)Date. (di) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to Each of Parent, the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, the Shareholders’ Representative and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall their affiliates will provide the other Parties parties with such assistance as may reasonably be reasonably requested by such other Parties or otherwise required by applicable Tax Laws any of them in connection with the preparation, execution and/or filing preparation of any Tax Return and other related documentationReturn, any audit or other examination by any Governmental Authoritytaxing authority, or any judicial or administrative proceedings relating to liability for Taxes, or any other claim under this Agreement relating to Tax, and each will retain and provide the requesting Party or Parties others with any records or information which that may be relevant to any such Tax Return, audit or examination, proceeding or claim. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules. The party requesting assistance hereunder shall reimburse the other parties for reasonable third-party out-of-pocket expenses incurred in providing such assistance. Without limiting the generality of the foregoing, Parent shall retain, and shall cause the Company to retain until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules, and other records or information that may be relevant to such return, audit returns for all taxable periods beginning on or examination, proceedings or determinationbefore the Closing. (gj) The Company shall request, prior to Closing, valid sales Tax exemption certificates from each of its thirty (30) largest U.S. customers (measured by sales revenue) in each state where delivery of product is made. (k) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated treat any payment made under this Section 7.2 as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations an adjustment to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Adjusted Base Consideration for Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationspurposes.

Certain Tax Matters. (a) Except Curaleaf is properly classified as otherwise provided in this a domestic corporation for U.S. federal income tax purposes pursuant to Section 5.2, Contributor shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations 7874 of the Company or otherwiseCode. Curaleaf, and each of its Subsidiaries, is not, and immediately following the Closing will not be, a “controlled foreign corporation” as defined in Section 957 of the Code. To the Knowledge of Parent (based on reasonable projections and after consultation with its U.S. Tax advisors), Curaleaf will not, and none of its Subsidiaries will, be a “passive foreign investment company,” as defined in Section 1297 of the Code, for all Tax periods or portions thereof ending on or before the taxable year that includes the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall The Parent Entities and their Subsidiaries have filed, or have caused to be responsible filed on its behalf, all income Tax Returns and other material Tax Returns required to be filed by them (taking into account any extensions of the due date for filing), and all such Tax Returns are true, correct and complete in all material respects. All material Taxes incurred that are due and owing by the Parent Entities and their Subsidiaries (whether or not shown on such Tax Returns) have been paid in full. The Parent Entities and each of their Subsidiaries have withheld or collected and reported and paid over to the appropriate Governmental Authority all material Taxes required to have been withheld or collected, reported and paid by the Parent Entities or any of their Subsidiaries in connection with any amounts paid or owing to any employee, independent contractor, customer, creditor, stockholder or other third party. There are no Contracts with any applicable Governmental Authority providing for an extension of time for any assessment or reassessment of Taxes with respect to the Company, whether resulting from the assets Parent Entities or operations any of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributortheir Subsidiaries. (c) The Parties agree that whenever it is necessary for purposes Neither the Parent Entities or any of this Section 5.2 to determine the amount their Subsidiaries have received written notice of any Taxes imposed or incurred by or with respect to the contribution Action that is currently pending concerning any Tax of the Interests Parent Entities or any of their Subsidiaries, nor has the Parent Entities or any of their Subsidiaries received written notice from any Governmental Authority of any request for a taxable period beginning before and ending after any Action that has not been paid in full. Neither the Closing Date (a “Straddle Period”) that is allocable to the portion Parent Entities or any of the Straddle Period ending on their Subsidiaries have received any written notice of assessment or before the Closing Datedeficiency, the determination shall be madeor proposed or threatened assessment or deficiency, in connection with any Tax or Tax Return, which has not been paid in full. Since January 1, 2015, neither the case Parent Entities nor any of property their Subsidiaries have been notified in writing by any Governmental Authority in a jurisdiction in which such Parent Entities or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case any of other Taxes, by assuming their Subsidiaries do not file Tax Returns that such portion of the Straddle Period ending on company is or prior may be subject to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except Tax in that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)jurisdiction. (d) With respect to Neither the Parent Entities nor any of their Subsidiaries have been a member of an “affiliated group” within the meaning of Section 1504(a) of the Code filing a consolidated federal income Tax Return attributable to (other than a Straddle Period that is group the common parent of which was Parent). Neither the Parent Entities nor any of their Subsidiaries have any Liability for the Taxes of any other Person (other than Parent or any of its Subsidiaries): (i) under Treasury Regulation Section 1.1502-6 (or any corresponding or similar provision of applicable Law), (ii) as a transferee or successor or (iii) otherwise by operation of applicable Law. (e) Neither the Parent Entities nor any of their Subsidiaries will be required to be filed after the include any material item of income in, or exclude any material item of deduction from, taxable income for any Post-Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included Period as a result of: (i) any change in such Tax Return all items method of income, gain, loss, deduction, and credit required to be included therein, furnish accounting for a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Date; (ii) any “closing agreement” as described in Section 5.2(b). 7121 of the Code (eor any corresponding or similar provision of state, provincial, municipal, local or non-U.S. income Tax law) Notwithstanding the foregoing, executed on or prior to the extent that transfer taxes arise Closing Date; (iii) any deferred intercompany gain or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, provincial, municipal, local or non-U.S. income Tax law) arising from transactions occurring on or before the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent Closing Date; (50%iv) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay any use of an improper method of accounting for a taxable period ending on or cause to be paid prior to the applicable Tax Authority Closing Date; (v) any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate installment sale or open transaction disposition made on or prior to the extent reasonably required Closing Date; (vi) any prepaid or deferred amount received on or prior to minimize transfer taxesthe Closing Date that is not taken into account in the determination of the Closing Working Capital; or (vii) any election under Section 108(i) of the Code or any corresponding or similar provision of state, provincial, municipal, local or non-U.S. income Tax law). (f) Each Party shall file, Neither the Parent Entities nor any of their Subsidiaries are or have been subject to adjustment under Section 482 of the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, Code (or any judicial corresponding or administrative proceedings relating to liability for Taxessimilar provision of state, and each will retain and provide the requesting Party provincial, municipal, local or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determinationnon-U.S. Tax law). (g) The parties intend that for United States federal income tax purposesNeither the Parent Entities nor any of their Subsidiaries have participated in any “reportable transaction”, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to defined under Section 721(a6707A(c)(1) of the Code, subject to Code or Treasury Regulations Section 707 1.6011-4(b) (or any predecessor thereof). (h) As of the Codedate hereof, and (ii) neither the distribution Parent Entities nor any of their Subsidiaries have taken or agreed to take any action, nor do the Debt Financed Cash Consideration shall qualify Parent Entities or any of their Subsidiaries have knowledge of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures reorganization within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a368(a) of the Code. To the Parent’s Knowledge, and its implementing Treasury Regulationsthere are no agreements, plans or other circumstances that would reasonably be expected to prevent the Merger from qualifying as in part a sale, and in part a contribution, by Contributor of reorganization within the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements meaning of Section 1.707-3(c)(2368(a) of the Treasury RegulationsCode. Merger Sub will be a newly formed corporation for the purpose of participating in the Merger and will be wholly owned by Curaleaf, which will be in “control” of Merger Sub within the meaning of Section 368(c) of the Code. (i) Notwithstanding anything in this Agreement to the contrary, the representations and warranties set forth in this Section 5.10 shall constitute the sole and exclusive representations or warranties made by the Parent Entities and their Subsidiaries in this Agreement with respect to Taxes, and no other representation or warranty contained in any other section of this Agreement shall be deemed to be made with respect to Taxes.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2Pre-Closing Taxes. ------------------ (i) Sellers shall prepare, Contributor shall or cause to be responsible for prepared, and file or cause to be filed, all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations Tax Returns of the Company or otherwise, and each of its Subsidiaries for all Tax taxable periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes each of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (its Subsidiaries which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending required to be filed on or prior to the Closing Date constitutes ("Pre-Closing Period Tax Returns"). Sellers shall prepare the Pre-Closing ------------------------------ Period Tax Returns in a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) manner consistent with past practice. With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion Returns of the taxable period ending Company or its Subsidiaries which are not due on or prior to the Closing Date pursuant but which relate back to Section 5.2(b). (e) Notwithstanding the foregoing, a tax period prior to the extent that transfer taxes arise from the transactions contemplated by this AgreementClosing Date, such transfer taxes Purchaser shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay prepare, or cause to be paid prepared, and file or cause to be filed all such Tax Returns, and shall remit or cause the Company to remit any Taxes due in respect of such Tax Returns. (ii) Sellers shall reimburse Purchaser and the Company and each of its Subsidiaries for all Taxes payable under the Pre-Closing Period Tax Returns or Taxes which relate back to a tax period prior to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes Closing Date ("Pre-Closing Taxes") within thirty fifteen (3015) days of Contributor’s written demand therefor. The Parties shall provide after Purchaser ----------------- or the Company and its Subsidiaries have paid such certificates and other information and otherwise cooperate Taxes to the extent reasonably required to minimize transfer taxessuch Taxes are not reflected in the reserve for Taxes on the books of account of the Company or any of its Subsidiaries. (fiii) Each Party None of Purchaser or any Affiliate of Purchaser shall file(or shall cause or permit the Company or any Subsidiary to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation Company or any Subsidiary with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide any taxable year or period ending on or before the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with Closing Date without the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution prior written consent of the Interests shall Sellers, which consent may not be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulationsunreasonably withheld.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2At Parent’s election, Contributor Parent and Merger Sub shall be responsible for take all Taxes incurred by necessary action to cause any or with respect to the Company, whether resulting from the assets or operations all of the Company or otherwiseSubsidiaries that are treated as “qualified REIT subsidiaries” within the meaning of Section 856(i)(2) of the Code to be converted into limited liability companies, for all Tax periods or portions thereof ending on or before effective immediately prior to the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (di) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that disregarded for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, purposes and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount not treated as a “debt-financed transferqualified REIT subsidiaries” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d856(i)(2) of the Treasury Regulations to Code (the greatest extent applicable“Conversion”), provided that (x) the out-of-pocket costs of effecting the Conversion shall be borne by Parent and neither the Company nor any Company Subsidiary shall pay or incur any out-of-pocket costs in connection with the Conversion without the prior written approval of Parent, and (y) all such actions shall be (1) in compliance with the mortgages relating to the Company Properties owned by any Company Subsidiary that are so converted, unless such mortgages will be repaid or defeased in connection with or immediately following the Closing, and (2) not in violation of the applicable organizational documents of the Company and the Company Subsidiaries. The Company shall cooperate with Parent and Merger Sub to effect the Conversion, including by executing the appropriate documents relating to the Conversion and filing documents with the applicable secretaries of state or similar agencies. The Company shall promptly provide to Parent written evidence of such filings. (b) For federal and applicable state income tax purposes, the Company shall treat the Merger as a transaction subject taxable sale by the Company of all of the Company’s assets to treatment Merger Sub in exchange for the Merger Consideration to be received by holders of Company Shares and the assumption of all of the Company’s liabilities, followed by the Company’s liquidating distribution of the Merger Consideration to its stockholders under Section 707(a) 331 of the Code and Section 562 of the Code, and its implementing Treasury Regulations, as in part . This Agreement shall constitute a sale, and in part a contribution, by Contributor “plan of liquidation” of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, Company for federal income tax purposes and the Acquirer DebtCompany Board, including disclosing prior to that date on which the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsEffective Time occurs, will adopt this Agreement as such plan.

Certain Tax Matters. The following provisions apply to certain tax matters following the Closing Date: (a) Except as otherwise provided in this Section 5.2, Contributor Seller shall be responsible entitled to prepare or cause to be prepared all Tax Returns for the Company for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before prior to the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or Closing Date which are filed after the Closing Date). In Buyer shall timely file or shall cause the event Acquirer pays any Company to timely file such TaxesTax Returns and pay all Taxes shown as due thereon provided that Buyer shall not be responsible for, Contributor and Seller shall reimburse Acquirer therefor within 15 days after pay, all income Taxes and state income or franchise Taxes of the date Company, if any, solely on which the Taxes are paid and Contributor is notified by Acquirertransfer of the Membership Interests to Buyer. (b) Acquirer Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before and end after the Closing Date. Buyer shall permit Seller to review and comment on such Tax Returns prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Seller. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended at the time of the Closing. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be responsible for all Taxes incurred by or taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with respect to prior practice of the Company, whether resulting from the assets or operations of the Company or otherwise, for and in compliance with all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributorapplicable laws. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine [INTENTIONALLY DELETED] (d) If, after the amount Closing, any party hereto receives notice of any Taxes imposed assessment, official inquiry, examination or incurred by or proceeding that could result in an official determination with respect to Taxes due or payable by the contribution Company for any Tax year or period of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period Company ending on or before the Closing Date, such party shall promptly notify the determination shall be made, other in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)writing. (de) With respect to the contest and/or settlement of any issue raised in any assessment, official inquiry, examination or proceeding that could result in an official determination with respect to Taxes due or payable for any Tax year or period of the Company ending on or before the Closing Date, or any Taxes for which Seller is responsible under Section 5.12(a) hereof, Seller shall have the right, at its own expense, to conduct the contest and/or settlement of such issue. Buyer shall have the right, at Buyer’s expense, to participate with Seller in the negotiations with respect to any such issue but, notwithstanding such participation, Seller shall control the proceedings and have the final say with respect to such negotiations and any disposition of such issue. (f) After the Closing Date, Buyer shall be permitted to file an amended Tax Return attributable with respect to the Company for any Tax year or period without obtaining the consent of Seller; provided, however, that the prior written consent of Seller shall be required if any such amended Return could give rise to a Straddle Period that is required liability of Seller (or of any Person, directly or indirectly, liable for Taxes by reason of the limited liability company status of the Company and/or Seller) (i) to be filed after Buyer under this Agreement or (ii) to any Governmental Authority. (g) After the Closing Date Date, Seller shall not make any material Tax election or materially change its method of Tax accounting with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations For each taxable period of the Company or otherwise, for all Tax periods or portions thereof ending on or WEK that ends before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date), the Stockholders shall cause, at their expense, to be timely prepared and filed with the appropriate authorities all tax returns of WEK and shall cause to be paid by the parties responsible therefor all taxes when due. In PEC shall cause, at its expense, to be prepared and filed all tax returns for WEK for tax periods not described in the event Acquirer pays any immediately foregoing sentence, and WEK or PEC shall pay all taxes required to be paid for such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirerperiods. (b) Acquirer The Stockholders, WEK, PEC and PDC reasonably and in good faith shall be responsible for cooperate with each other in preparing and filing all Taxes incurred by or tax returns, including maintaining and making available to each other all records necessary in connection with respect to the Company, whether resulting from the assets or operations preparation and filing of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributortax returns. (c) The Parties agree that whenever it is necessary Stockholders shall be responsible at their expense for purposes causing to be filed any amended tax returns of this Section 5.2 WEK for taxable periods ending prior to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date which are required as a result of an examination or adjustments made by taxing authorities, and for causing to be paid by the parties responsible therefor when due any taxes resulting therefrom. Any such amended returns shall be furnished to PEC for approval (a “Straddle Period”which approval shall not be unreasonably withheld), signature and filing at least ten (10) that is allocable business days prior to the portion due date for the filing of the Straddle Period such amended returns. (d) If a claim is made by any taxing authority: (i) For any taxable period ending on or before the Closing Date, the determination Stockholders shall be madecontrol the proceedings taken in connection with such claim; and (ii) For any taxable period ending after the Closing Date, PEC shall control the proceedings taken in connection with such claim. Subject to the immediately foregoing clauses (i) and (ii), the parties reasonably and in good faith shall cooperate with each other in the case contesting of property or ad valorem or franchise Taxes (which are measured byany tax claim, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of and shall keep each other Taxes, by assuming that such portion fully apprised of the Straddle Period status of such claims. Notwithstanding any of the foregoing to the contrary, WEK and PEC shall not without the prior written approval of the Stockholders (1) agree to an extension of the statute of limitations with respect to any taxable period of WEK ending on or prior to before the Closing Date constitutes a separate or (2) amend any tax return of WEK for any taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including of WEK ending before the Closing Date ratably on a per diem basis)Date. (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2, Contributor The parties acknowledge that for U.S. Federal income tax purposes the Company shall be responsible deemed to have terminated as of the Closing Date and the Company’s taxable year shall close on the Closing Date. The Agent will cause to be prepared and filed in a manner consistent with past practice all partnership income Tax Returns required to be filed by the Company for all periods ending on or prior to the Closing Date (any such period, a “Pre-Closing Period”). The Company’s income Tax Return for the period ending on the Closing Date will include an election under Section 754 of the Code. No later than 30 days prior to the filing of any such Tax Returns, the Agent shall provide to Buyer advance copies of such Tax Returns for review and approval (such approval not to be unreasonably withheld). Sellers will pay, and will jointly and severally indemnify and hold harmless the Buyer and its Affiliates (including, after the Closing, the Company) from and against any Taxes incurred by or imposed with respect to any Pre-Closing Period to the Company, whether resulting from extent such Taxes exceed the assets or operations of accruals for such Taxes reflected in the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due Final Working Capital (as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirerfinally determined in accordance with Section 1.4) . (b) Acquirer Buyer shall cause to be responsible for prepared and filed all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations Tax Returns of the Company or otherwise, for all Tax taxable periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 prior to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and but ending after the Closing Date (any such period, a “Straddle Period”). Sellers will pay, and will jointly and severally indemnify and hold harmless the Buyer and its Affiliates (including, after the Closing, the Company) that is from and against any Taxes allocable to the portion of the a Straddle Period which ends on the Closing Date to the extent such Taxes exceed the accruals for such Taxes reflected in the Final Working Capital (as finally determined in accordance with Section 1.4) . For purposes of this Section 5.7(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax which relates to the portion of such tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire tax period multiplied by a fraction, the numerator of which is the number of days in the portion of the tax period ending on the Closing Date and the denominator of which is the number of days in the entire tax period and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant tax period ended on the Closing Date, except that exemptions, allowances and deductions (such as depreciation deductions) calculated on an annual basis shall be prorated between the portion of the applicable Straddle Period that ends on the Closing Date and the portion after the Closing Date on a per diem basis. Except to the extent that such Taxes were reflected as an asset of the Company in the Final Working Capital (as finally determined in accordance with Section 1.4), any Taxes for a Straddle Period paid prior to the Closing Date shall be deducted from the Sellers’ liability pursuant to this Section 5.7(b), and to the extent in excess of such liability, will be refunded to the Sellers by the Buyer. (c) In the event that Buyer or any of its Affiliates receives notice of any examination, claim, adjustment, or other proceeding with respect to the liability for any Taxes for which the Sellers are or may be liable under Section 5.7(a) or (b), Buyer shall promptly notify the Agent in writing thereof; provided, however, that the failure to promptly give such notice shall not relieve the Sellers of their indemnity obligations hereunder except to the extent that the Sellers’ rights to contest the examination, claim, adjustment, or other proceeding are thereby materially prejudiced. As to any examination, claim, adjustment or other proceeding relating to a taxable period of the Company that ends on or before the Closing Date, the determination Agent shall be madeentitled at the Sellers’ expense to control the contest of such examination, claim, adjustment, or other proceeding; provided, however, that the Agent may not, without the consent of Buyer (such consent not to be unreasonably withheld or delayed), agree to any settlement that could result in an increase in the amount of Taxes for which Buyer or any of its Affiliates are not entitled to indemnification hereunder. With respect to any examination, claim, adjustment, or other proceeding with respect to a Straddle Period, Buyer shall control the contest of such examination, claim, adjustment, or other proceeding, provided that Buyer may not, without the prior consent of the Agent (such consent not to be unreasonably withheld or delayed), agree to any settlement that could result in an increase in the amount of Taxes for which the Sellers are liable under Section 5.7(a) or (b). The parties shall cooperate with each other and with their respective Affiliates, and will consult with each other, in the case conduct, negotiation and settlement of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, any proceeding described in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)this Section 5.7(c) . (d) With Except as otherwise provided by this Section 5.7(d), the Sellers will be entitled to retain, or receive prompt payment from the Buyer or the Company of, any refund or credit of Taxes for which the Sellers are responsible pursuant to Section 5.1(a) or (b), plus any interest received with respect thereto from the relevant Taxing Authority; provided, however, that Buyer or the Company shall be entitled to retain any Tax Return attributable to refund resulting from a Straddle Period that is required to be filed carry back of any loss or other attribute arising in any period (or portion thereof) after the Closing Date with respect to Date. The Sellers shall jointly and severally indemnify and hold harmless Buyer and the CompanyCompany from and against any Taxes imposed as a result of a subsequent disallowance of any refund for which Buyer or the Company has reimbursed Sellers. The Buyer will, Acquirer shall cause such Tax Return to be preparedif the Sellers so request and at their expense, cause the Company to be included in such Tax Return all items of income, gain, loss, deduction, promptly file for and credit required obtain any refunds or credits to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with which the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b)Sellers are entitled under this section 5.7(d) . (e) Notwithstanding Sellers will pay, and will jointly and severally indemnify and hold harmless the foregoingCompany, Buyer and its Affiliates from and against any transfer, documentary, sales, use, registration, stamp, value-added and other similar taxes (including all applicable real property and other gains taxes), including any penalties, interest and additions to the extent that transfer taxes arise from tax, imposed in connection with the transactions contemplated by this Agreement, such transfer taxes Agreement (“Transfer Taxes”). The Sellers and Buyer shall be borne fifty percent (50%) by Contributor cooperate in timely making and fifty percent (50%) by Acquirer. Contributor shall pay or cause filing any Tax Returns required to be paid filed with respect to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxesTransfer Taxes. (f) Each Party Buyer and the Sellers shall file, negotiate in good faith following the Closing to agree on the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution allocation of the Interests Final Purchase Price and the liabilities of the Company among the assets of the Company and the covenants in Section 5.3 (provided that the allocation for such covenants shall be treated as a contribution by Contributor to Acquirer pursuant to in accordance with Section 721(a1.1(c)) of . If the CodeBuyer and the Sellers agree on such allocation (the “Allocation”), subject to Section 707 of the Code, Allocation will be conclusive and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 final for all purposes of this Agreement. Any Cash Consideration in excess Buyer and Sellers will each report the federal, state and local income and other Tax consequences of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, transactions contemplated by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times this Agreement in a manner consistent with this intended treatment the Allocation and cooperate in the preparation and filing of IRS Form 8594 under Section 1060 of the contribution Code (or any successor form or successor provision of any future Tax law, or any comparable provisions of state, or local Tax law), with their respective federal, state and local income Tax Returns for the Interests, taxable year that includes the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsClosing Date.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.25.9 and in Section 5.12(a), Contributor shall be responsible for all Taxes incurred by the Tax Allocation Agreement and any other tax sharing agreement, arrangement, policy or with respect to guideline, formal or informal, express or implied, that may exist between the Company, whether resulting from the assets or operations of the Company Subsidiaries and Seller or otherwise, for their Affiliates and all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due obligations thereunder shall terminate as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In , and the event Acquirer pays Company and the Company Subsidiaries shall have no liability thereunder for any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after and all amounts due in respect to periods prior to the date on which the Taxes are paid and Contributor is notified by AcquirerClosing Date. (b) Acquirer The Company and ALAC Receivables Corp. shall continue to be responsible for all Taxes incurred by included in the Group's consolidated federal income Tax Return, and the Company and the Company Subsidiaries shall continue to be included in any required state or local consolidated or combined income Tax Returns that include the Company or any of the Company Subsidiaries with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall Date (all such Tax Returns filed or to be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion filed with respect to taxable periods of the Straddle Period Company ending on or prior before the Closing Date are hereinafter referred to as "PRE-CLOSING CONSOLIDATED RETURNS," even though certain of such Tax Returns may be filed subsequent to the Closing Date constitutes a separate taxable period applicable Date). Seller shall timely prepare and file (or cause to the Company be prepared and by taking into account the actual taxable events occurring during such period filed) (except that exemptionswhich may include Seller's seeking any allowable filing extensions), allowancesconsistent with prior practices, (i) all Pre-Closing Consolidated Returns and (ii) all other Tax Returns not yet filed, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after on or before the Closing Date with respect to the Company, Acquirer Company or any of the Company Subsidiaries (the "GROUP RETURNS"). Seller shall cause such Tax Return to be prepared, timely pay (or cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of paid) all Taxes shown as due with respect to and payable on the period covered by such Tax ReturnGroup Returns or, but shall have the right to recover from Contributor the amount of Taxes whether or not so shown, are attributable to the portion of the taxable period ending on or operations prior to the Closing Date pursuant ("SELLER'S TAXES"). Buyer and Seller agree that if the Company or any Company Subsidiary is permitted under any Law relating to Section 5.2(b)state or local income tax to treat the Closing Date as the last day of a taxable period, Buyer and Seller shall treat (and cause their respective Affiliates to treat) the Closing Date as the last day of a taxable period, and any Tax Return for such a period shall be considered as a Group Return for purposes hereof. (ec) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes Buyer shall be borne fifty percent timely prepare and file (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable prepared and filed) (which may include Buyer's seeking any allowable filing extensions) all Tax Authority any transfer taxes that are Returns required by Law to collect for the Company and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably Company Subsidiaries that are not required to minimize transfer taxes. be prepared and filed by Seller pursuant to Section 5.9(b) (f) Each Party shall file, "BUYER'S RETURNS"). Any Buyer's Return filed or to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation be filed with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide a period prior to or including the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests Closing Date shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times prepared in a manner consistent with this intended treatment of the contribution of the Interestsprior practice, the Cash Considerationexcept where otherwise required by Law, and copies of such Buyer's Returns shall be delivered to Seller. Buyer shall timely pay (or cause to be paid) all Taxes shown as due and payable on the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsBuyer's Returns ("BUYER'S TAXES").

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2Buyer shall prepare and timely file, Contributor shall or cause to be responsible for all Taxes incurred by or with respect to the Companyprepared and timely filed, whether resulting from the assets or operations of the Company or otherwise, for all Tax Returns in respect of Company that relate to (i) taxable periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which Date but are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect Date, or (ii) taxable periods beginning on or before and ending after the Closing Date. At least fifteen (15) Business Days prior to the Company, Acquirer shall cause such due date (taking into account any extension) for the filing of any Tax Return to be prepareddescribed in the preceding sentence, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish Buyer shall deliver a copy of such Tax Return to Contributor, the Stockholder Representative for the Stockholder Representative’s review and cause shall incorporate any reasonable comment that the Stockholder Representative submits to Buyer no less than five (5) Business Days prior to the due date for such Tax Return Return. (b) If, subsequent to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for Closing, Buyer or the timely payment Surviving Corporation receives notice of all Taxes due any audit, claim, inquiry, assessment or similar proceeding with respect to Taxes of Company for a taxable period (or portion thereof) ending on or before the period covered by Closing Date (a “Tax Contest”), then within fifteen (15) days after receipt of such Tax Returnnotice, but Buyer shall notify the Stockholder Representative of such notice. The Stockholder Representative shall have the right to recover from Contributor control the amount conduct and resolution of Taxes attributable any Tax Contest for which the Indemnifying Parties could reasonably be expected to be required to indemnify any Indemnified Party pursuant to Section 7.2; provided, however, that the portion Stockholder Representative shall keep Buyer reasonably informed of the taxable period ending on progress of such Tax Contest and shall not effect any settlement or compromise of such Tax Contest without obtaining Buyer’s prior written consent thereto, which consent shall not be unreasonably withheld. Buyer shall have the right to control the conduct and resolution of all other Tax Contests (including Tax Contests described in the preceding sentence that the Stockholder Representative elects not to control); provided, however, that Buyer shall keep the Stockholder Representative reasonably informed of the progress of any such Tax Contest and shall not effect any settlement or compromise of such Tax Contest without obtaining the Stockholder Representative’s prior written consent thereto, which consent shall not be unreasonably withheld. In the event of any conflict between the provisions of this Section 4.5(b) and Section 7.5 with respect to Tax Contests, the provisions of this Section 4.5(b) shall control. (c) Buyer shall bear any transfer, stamp, documentary, sales, use, registration, value added and other similar Taxes incurred in connection with this Agreement and the transactions contemplated hereby. (d) Company shall deliver to Buyer by the Closing Date a certification by Company that meets the requirements of Treasury Regulations Section 1.1445-2(c)(3), dated within 30 days prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree form and substance reasonably acceptable to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury RegulationsBuyer.

Certain Tax Matters. (a) Except as otherwise provided in this Section 5.2Stockholder shall, Contributor or shall cause the Company and Company Subsidiaries to, prepare and file with the appropriate Governmental Agency all Tax Returns required to be responsible for all Taxes incurred filed (with extensions) by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the any Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending Subsidiary on or prior to the Closing Date constitutes a separate taxable period applicable to and will cause the Company and by taking into account the actual taxable events occurring during Company Subsidiaries to pay all Taxes required to be paid with respect to such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)Tax Returns. (db) With respect Buyer shall prepare, or cause to any be prepared, all Tax Return attributable to a Straddle Period that is Returns required to be filed (with extensions) by the Company or any Company Subsidiary after the Closing Date with respect to the Company, Acquirer shall cause Date. Each such Tax Return to for any Pre-Closing Tax Period or for any Straddle Period shall be preparedprepared in accordance with past practice of the Company or the Company Subsidiary, cause to be included as applicable, unless otherwise required by applicable laws. (i) Other than as provided in such Section 5.5(b)(iii), in the case of each Tax Return all items of incomefor any Pre-Closing Tax Period, gainBuyer shall deliver to Stockholder, lossat least 45 days prior to the applicable filing deadline, deduction, and credit required to be included therein, furnish a copy of such Tax Return for Stockholder's review and approval. Stockholder shall have 30 days following receipt of each such Tax Return to Contributordeliver to Buyer its written approval of such Tax Return or a written statement of Stockholder's desired revisions to such Tax Return. Upon receipt of written approval from Stockholder or upon making any revisions requested by Stockholder or upon Stockholder's failure to give notice within such 30-day period, Buyer shall timely file, or cause to be timely filed with the appropriate Governmental Agency all such Tax Returns and shall pay, or cause to be paid, all Taxes required to be paid with respect to such Tax Returns. (ii) Other than as provided in Section 5.5(b)(iii), in the case of each Tax Return for any Straddle Period, Buyer shall deliver to Stockholder, at least 90 days prior to the applicable filing deadline, a copy of such Tax Return, together with a calculation of the amount of Taxes related to such Tax Return that is attributable to the portion of such Straddle Period ending on the Closing Date (the "Pre-Closing Tax Calculation"). The Stockholder shall, within 30 days of receipt of each such Tax Return and Pre-Closing Tax Calculation, deliver to Buyer its written approval or written notice of objection with respect to such Tax Return or Pre-Closing Tax Calculation. If Buyer and Stockholder are unable to resolve any dispute within 15 days following Buyer's receipt of Stockholder's notice of objection delivered pursuant to the preceding sentence, such dispute shall be submitted to the Independent Expert selected, to the extent not previously selected, in accordance with the procedures set forth in Section 2.4(b)(ii) for final determination, which determination shall be binding upon Buyer and Stockholder. Upon Buyer's receipt of Stockholder's written approval or upon the final determination of all disputes with respect to a Tax Return, Buyer shall file, or cause to be filed, with the appropriate Governmental Agency such Tax Return and shall pay, or cause to be paid, all Taxes required to be paid with respect to such Tax Return. If a final determination has not been made by the time the filing of such Tax Return is required, Buyer shall timely file, or cause to be timely filed, such Tax Return and pay, or cause to be paid, all Taxes due and file, or cause to be filed, an amended Tax Return, if necessary, upon final determination of an Independent Expert. (iii) In the case of each Tax Return for any Pre-Closing Tax Period or Straddle Period relating to employment taxes, Buyer (A) shall cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer Governmental Agency in accordance with past practice of the Company and Company Subsidiaries, (B) shall timely pay or cause to be responsible for the timely payment of paid all Taxes due with respect to the period covered by such Tax Return, and (C) shall deliver such Tax Return to Stockholder for review as soon as practicable following the filing of such Tax Return and take any action, if reasonably requested by Stockholder, to correct or amend such Tax Return. (c) Buyer agrees (i) to furnish Stockholder with copies of all correspondence received from any Governmental Agency in connection with any audit relating to the Tax Returns of the Company or any Company Subsidiary for taxable periods beginning prior to the Closing Date, and (ii) to cooperate, to the extent reasonably requested by Stockholder, in connection with any audit, litigation or other proceeding with respect to Taxes of the Company or any Company Subsidiary. (d) Stockholder and Buyer agree, upon the other party's reasonable request and at the requesting party's expense, to make any filing or to obtain any certificate or other document from any Governmental Agency or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated hereby. (e) Buyer shall not make or permit to be made any election under section 338 of the Code with respect to its acquisition of the Company or any Company Subsidiary. (f) All transfer, registration, stamp, documentary, sales, use and similar Taxes (including but not limited to, all applicable real estate transfer or gains Taxes and any stock transfer Taxes), including any penalties, interest and additions with respect thereto, and fees incurred in connection with this Agreement and the transactions contemplated hereby shall have be the right responsibility of and be paid by Buyer. Stockholder and Buyer shall cooperate in the timely making of all filings, returns, reports and forms as may be required in connection therewith. (g) Notwithstanding any other provision of this Agreement, after the Closing Date, Stockholder shall indemnify and hold harmless Buyer, the Company and any Company Subsidiary from and against (i) any Taxes of the Company or any Company Subsidiary attributable to recover any Pre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date (determined without regard to any Tax benefit attributable to the cash-out of the Company Options and Company Stock Units), to the extent any such Taxes exceed the accruals for such Taxes (reduced by any incremental Tax benefit resulting from Contributor the amount cash out of the Company Options and Company Stock Units) reflected in the computation of Closing Date Working Capital, as finally determined pursuant to Section 2.4(a), and (ii) any Taxes of any person other than the Company or a Company Subsidiary imposed under Treas. Regs. Section 1.1502-6 (or analogous provision of state, local or foreign law) by reason of the Company or the Company Subsidiary being a member of a consolidated, combined or unitary group of corporations prior to the Closing Date. In the case of any Straddle Period, Taxes attributable to the portion of the taxable period such Straddle Period ending on or prior to the Closing Date pursuant shall be determined as if such taxable period ended as of the close of business on the Closing Date; provided that, real property, personal property and other ad valorem Taxes shall be prorated on a daily basis. The amount of any Taxes for which indemnification is provided under this Section 5.5(g) shall be increased or decreased to take account of any net Tax detriment or benefit, respectively, actually realized arising from such Taxes or the receipt of such indemnification payment. Buyer (or its affiliated entities) shall be obligated to use all commercially reasonable efforts to pursue in good faith Tax benefits arising from amounts for which indemnification is provided under this Section 5.2(b5.5(g). (eh) Notwithstanding Stockholder, in its sole discretion, shall have the foregoingright to participate in or control any audit or examination by any Governmental Agency and contest and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating to or with respect to Taxes or Tax Returns for any Pre-Closing Tax Period and shall have full control over the resolution or settlement of any such matters; provided that, in the event that any such adjustment would have an adverse effect on the Company or a Company Subsidiary for a Post-Closing Tax Period, Stockholder (i) shall permit Buyer to participate in the proceeding to the extent the adjustment may affect the Tax liability of the Company or any Company Subsidiary for a Post-Closing Tax Period and (ii) shall not settle or otherwise compromise such proceeding without the prior written consent of Buyer, which shall not be unreasonably withheld. To the extent Stockholder does not assume full control over any such matters, Buyer shall use commercially reasonably efforts to defend positions taken on Tax Returns for Pre-Closing Tax Periods and shall keep Stockholder reasonably informed of the progress of any such proceedings and shall not settle or otherwise compromise such proceeding without the prior written consent of Stockholder, which shall not be unreasonably withheld. To the extent that any assessment, notice of deficiency or other adjustment or proposed adjustment relating to or with respect to Tax Returns for any taxable period other than a Pre-Closing Tax Period would have an adverse effect on Stockholder or require indemnification pursuant to Section 5.5(g) or Section 9.2(a), Buyer, (i) shall permit Stockholder to participate in the proceeding to the extent the adjustment may affect the liability of Stockholder and (ii) shall not settle or otherwise compromise such proceeding without the prior written consent of Stockholder, which shall not be unreasonably withheld. (i) If, at any time on or after the Closing Date, the Company or any affiliates thereof actually receives any refund, rebate, return or other similar payment or credit with respect to Taxes relating to or arising out of a Pre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date (other than a refund, rebate, return or other similar payment or credit attributable to a carryback of a net operating loss, capital loss or similar Tax attribute from a taxable period (or portion thereof) following the Closing Date), such Person shall promptly notify Stockholder in writing and shall remit the full amount of such payment or credit to Stockholder in immediately available funds, to the extent that transfer taxes arise from the transactions contemplated by this Agreementamount of such refund exceeds the amount, such transfer taxes if any, taken into account in the determination of Closing Date Working Capital. Buyer shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay use commercially reasonable efforts to pursue any refund, rebate, return or cause other similar payment to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxeswhich it becomes entitled. (fj) Each Party Stockholder shall file, deliver to Buyer a non-foreign affidavit dated as of the Closing Date which shall conform to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws model certification set forth in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt1.1445-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations2(b)(2)(iii)(B).

Certain Tax Matters. (a) Except as otherwise provided in this Notwithstanding Section 5.210.1(b), Contributor Seller Parent and Seller shall be responsible for all and shall indemnify and hold the MRI Group and Buyer harmless from and against any liability for federal, state or local Taxes incurred (including, without limitation, interest and penalties imposed thereon as well as reasonable legal, accounting and other expenses; provided that Buyer and the MRI Group shall be paid their legal, accounting and other expenses only if Seller Parent or Seller shall not have paid such liabilities within thirty days of being notified in writing of the same) sustained by Buyer or with respect any member of the MRI Group to the Companyextent that such liability relates to (i) any tax period ending prior to or on the Closing Date other than Taxes imposed on transactions, whether resulting from if any, occurring on the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before Closing Date subsequent to the Closing, other than (ii) any Straddle Period Taxes becoming due (as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”defined below) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable relate to the portion of the taxable period ending on the Closing Date other than Taxes imposed on transactions, if any, occurring on the Closing Date subsequent to the Closing, and (iii) any taxes for which any member of the MRI Group is liable pursuant to Treas. Reg. Section 1. 1502-6 (or any similar portion of state, local or foreign law) in connection with having been a member of a consolidated group immediately prior to the Closing Date pursuant to Section 5.2(b)Date. (eb) Notwithstanding For purposes of this Section, "Straddle Period Taxes" are any federal, state or local Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the foregoing, Closing Date and the portion of the Straddle Period Taxes that relate to the extent portion of the taxable period ending on the Closing Date shall be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date determined on the basis of an interim closing of the books on the Closing Date. Exemptions, allowances and deductions that transfer taxes arise from the transactions contemplated by this Agreementare calculated on an annual basis, such transfer taxes as for depreciation, shall be borne fifty percent apportioned on a daily basis. Buyer and the MRI Group shall be responsible for Straddle Period Taxes attributable to the portion of any taxable period beginning on the Closing Date. (50%c) by Contributor and fifty percent (50%) by Acquirer. Contributor Seller Parent or Seller shall pay or cause to be paid prepared and filed all Tax returns that include any member of the MRI Group for all taxable periods of any member of the MRI Group that end on or before the Closing Date; PROVIDED, HOWEVER, that Buyer and the members of the MRI Group will not be consulted with respect to any Tax returns filed by or on behalf of Seller Parent or Seller. Buyer shall cause to be prepared and filed all Tax returns that include any member of the MRI Group for taxable periods ending after but including the Closing Date; provided, however, that no such Tax returns shall be filed prior to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer receipt of a written consent from Seller Parent, which consent shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxesnot be unreasonably withheld or delayed. (fd) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Any refunds or credits of Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return member of the MRI Group attributable to any taxable period ending on or before the Closing Date shall be for the account of Seller Parent and other related documentation, Seller. Any refunds or credits of Taxes of any audit member of the MRI Group attributable to any taxable period beginning after the Closing Date shall be for the account of Buyer. Any refunds or other examination by credits of Taxes of any Governmental Authority, or any judicial or administrative proceedings relating member of the MRI Group attributable to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. a taxable period that includes (g) The parties intend that for United States federal income tax purposes, (ibut does not end on) the contribution of the Interests Closing Date shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Codeallocated between Seller Parent, subject to Section 707 of the Code, Seller and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration Buyer in accordance with the requirements of methodology set forth in Section 1.707-3(c)(2) of the Treasury Regulations6.15(b).

Certain Tax Matters. (a) Except Buyers, Parent, and Existing Sub agree that each shall take the position in all Tax Returns and in any other relevant documents that the Contribution will be treated as otherwise provided in this a taxable sale and not as a transaction qualifying under Section 5.2, Contributor shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations 351 of the Company or otherwiseCode for federal, for all state and local income Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirerpurposes. (b) Acquirer The sum of (i) the Repurchase Price, (ii) the Purchase Price divided by 0.9, (iii) Assumed Liabilities, and (iv) any other relevant items (together, the "TOTAL CONSIDERATION") shall be responsible for all Taxes incurred by or allocated among the Contributed Assets, in accordance with respect to the Company, whether resulting from the assets or operations Section 1060 of the Company Code. A schedule setting forth such allocation shall be prepared by Buyers and delivered to Parent as soon as practicable following the date hereof and Parent and Buyers covenant and agree to apply all reasonable efforts to agree on such allocation. Buyers agree that Parent shall have the right to consult with Buyers in the preparation of the allocation, and Buyers shall take into account any comments of Parent in good faith. Each of Buyers, Parent and Existing Sub agree to make any Tax Return or otherwise, for all Tax periods other document or portions thereof beginning after filing consistent with the allocations as agreed following the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes Any Tax sharing contracts or agreements between Existing Sub and Parent (or any Affiliate of this Section 5.2 Parent) shall be terminated on the Closing Date, and no Person shall have any rights or obligations under such Tax sharing contracts or agreements after such termination. Any power of attorney granted by Existing Sub to determine the amount of any Taxes imposed or incurred by or other Person with respect to the contribution Taxes shall be terminated as of the Interests Closing Date. (d) For purposes of Section 12.2(g)(i), with respect to any Taxes payable for a taxable period beginning which begins before and ending ends after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination portion of such Taxes which is payable for the portion of such taxable period ending on the Closing Date shall be made(i) in the case of any Tax other than a Transfer Tax or a Tax based upon or measured by income or receipts, the amount of such Tax for the entire taxable period (or, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably determined on an arrears basis, the amount of such Tax for the immediately preceding period) multiplied by a per diem basis andfraction, the numerator of which is the number of days in the portion of such taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period and (ii) in the case of other Taxesa Transfer Tax or a Tax based upon or measured by income or receipts, by assuming that such portion the amount which would be payable if the relevant taxable period ended at the end of the Straddle Period ending on Closing Date. In the event that Existing Sub, whether before or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the CompanyContribution, Acquirer shall cause such Tax Return to be preparedowns an interest in any partnership or other pass-through entity, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending of such partnership or pass-through entity in which Existing Sub is a partner or other beneficial interest holder shall be deemed to terminate on or prior to the Closing Date pursuant to Section 5.2(b)Date. (e) Notwithstanding the foregoingFor federal, state and local Tax purposes, Buyers, Parent, and Existing Sub agree to treat all indemnification payments made under Section 12.2 or any other provision of this Agreement as adjustments to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxesTotal Consideration. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.