Common use of Certain Tax Matters Clause in Contracts

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) of any Seller that is filed after the date of this Agreement if that Tax Return is filed with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) of any Foreign Entity that is filed after the date of this Agreement, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entity.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The Parties hereto, and their respective Affiliates intend that the Transactions be treated as follows for Tax Purposes (the “Intended Tax Treatment”): (i) Upon the Closing, Mediaco shall be treated as newly formed and capitalized in a transaction described in Section 351 of any Seller that is filed after Code pursuant to which (a) Emmis made the date Initial Contribution in exchange for the Total Emmis Consideration with the Emmis Purchase Price and Emmis Promissory Note constituting “other property or money” as described in Section 351(b) of this Agreement if that Tax Return is filed with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date, Code and (b) of any Foreign Entity that is filed Purchaser made the Purchaser Investment and issued the Emmis Promissory Note in exchange for the Purchaser Stock Consideration. (ii) The Distribution shall be treated as having been made immediately after the date Closing in a distribution fully subject to Section 301 of the Code and without application of Section 355 of the Code for the avoidance of doubt. (b) No later than thirty (30) days following the finalization of the Settlement Statement pursuant to Section 3.1, Emmis shall prepare and provide to Purchaser an update of the Emmis Tax Basis Estimate, calculated in accordance with the Intended Tax Treatment, the Class A Valuation Statement, and any adjustments to the Emmis Purchase Price made pursuant to this Agreement, regardless . Within thirty (30) days following the receipt from Emmis of the period covered updated Emmis Tax Basis Estimate Purchaser shall provide Emmis with any comments to the updated the Class A Valuation Statement and the Emmis Tax Basis Estimate (failure to so comment shall be deemed acceptance of the Class A Valuation Statement and the Emmis Tax Basis Estimate). Emmis shall consider Purchaser’s comments in good faith. If Emmis objects to Purchaser’s comments, Emmis and Standard shall use commercially reasonable efforts to settle the dispute with respect to such comments promptly. If Emmis and Purchaser have not resolved such dispute within thirty (30) days of the receipt by Emmis of Purchaser’s comments, the dispute shall be referred to the Accounting Firm for resolution in accordance with the Intended Tax Treatment pursuant to the dispute resolution principles and terms set forth in Section 3.1(j). The findings of the Accounting Firm shall be final and binding on the Parties (including, for the avoidance of doubt, all determinations as to the valuation and tax basis allocation matters that are the subject of the Class A Valuation Statement and the Emmis Tax Basis Estimate). Upon final resolution of disputed items, the Emmis Tax Basis Estimate and Class A Valuation Statement shall be adjusted to reflect such resolution. The Emmis Tax Basis Estimate and Class A Valuation Statement as finalized pursuant to this Section 9.20(b) shall be collectively thereafter referred to as the “Tax Basis Statement.” Any adjustments to the Emmis Purchase Price made pursuant to this Agreement made after the finalization of the Tax Basis Statement pursuant to this Section 9.20(b) shall be reflected in amendments to the Tax Basis Statement made by Purchaser in good faith that reflect the principles set forth in the Tax Basis Statement. (c) The Parties hereto and their respective Affiliates hereby covenant and agree to (i) be bound by the Tax Basis Statement and Intended Tax Treatment for all Tax Purposes, (ii) prepare and file all relevant Tax Returns on a basis consistent with the Tax Basis Statement and Intended Tax Treatment and (iii) not take any position on any Tax Return. Seller , before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Tax Basis Statement and Intended Tax Treatment unless otherwise required by a determination within the meaning of Section 1313(a) of the Code. (d) At least three days prior to the Closing, Emmis shall provide deliver to Purchaser for a written statement setting forth its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns good faith estimate of the fair market value of the Class A Common Stock to be filed in any jurisdiction, received by Emmis as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list component of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of Total Emmis Consideration (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entity“Class A Valuation Statement”).

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The Company shall prepare and file its tax returns (including without limitation on Internal Revenue Service Form 1065) in a timely manner (taking into account extensions) and shall, subject to Section 11 of any Seller that is filed after the date of this Agreement if that Tax Return is filed with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) of any Foreign Entity that is filed after the date of this Matters Agreement, regardless cause all tax returns of the period covered by the Tax Return. Seller shall provide to Purchaser for Company and its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns Subsidiaries to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchasertimely manner (taking into account extensions); provided, however, that Purchaser prior to filing the Company’s Internal Revenue Service Form 1065, any material foreign, state or local income tax return of the Company, or any material franchise tax return of the Company, the Company shall make the final determination as submit such tax return no less than 30 days prior to which Tax Returns it shall be permitted its due date to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filedHoldCo for its review, and Seller shall make not file any such revisions tax return with the applicable taxing authority without the consent of HoldCo, which consent shall not be unreasonably withheld or delayed. HoldCo may object to the filing of such Tax Returns as are reasonably requested tax return by Purchaser. Seller shall promptly give delivering a written notice to Purchaser the Company within 10 days of receipt of such tax return from the Company. Such written notice shall specify the item or items included in the tax return disputed by HoldCo. After delivery of such written notice, HoldCo and the Company shall use commercially reasonable efforts to resolve the dispute. If HoldCo and the Company are unable to resolve such dispute within five days, the disputed item or items shall be resolved within 10 days using the procedures set forth in Section 24 of the Tax Matters Agreement. If HoldCo does not object to the filing of such tax return within 10 days of receipt of such tax return from the Company, HoldCo shall be deemed to have consented to the filing of such tax return by the Company. Such tax returns will be prepared in accordance with the principles set forth in Schedule 7.05 and no change from these principles will be reflected on such tax returns without the consent of HoldCo. (b) The Company shall prepare such information (including without limitation a Schedule K-1 and any comparable foreign, state and local tax forms) as shall be necessary to enable each Member to prepare its income tax returns and shall provide such information no later than five Business Days after the filing of the Company’s appropriate tax returns; provided that the Company shall use commercially reasonable efforts to provide estimates of the information to be set forth on such Schedule K-1 no later than 60 days after the end of each Tax Year but in no event later than 90 days after the end of each Tax Year. (c) Comcast or any Member designated by Comcast shall be the tax matters member of the Company (the “Tax Matters Member”), with all powers and responsibilities of a “tax matters partner” as defined in Section 6231(a)(7)(A) of the Code. The Tax Matters Member shall act in good faith in fulfilling its responsibilities. Comcast or any Member designated by Comcast, in its capacity as Tax Matters Member, shall have the right to (i) cause the Company and its Subsidiaries to make all tax elections required or permitted to be made by the Company or any of its Subsidiaries under applicable Law (including an election under Section 754 of the Code); provided, however, that in the case of any inquiryelection that could reasonably be expected to have an adverse effect on HoldCo or any of its Affiliates that is material and disproportionate as to its effect on other Members or their Affiliates, auditsuch election shall not be made without the consent of HoldCo, which consent shall not be unreasonably withheld or delayed; and (ii) manage all tax proceedings of the Company or any of its Subsidiaries. The Company shall not pay any fees or other compensation to the Tax Matters Member in its capacity as such. However, the Company shall reimburse the Tax Matters Member for any and all reasonable out-of-pocket costs and expenses (including reasonable attorneys and other professional fees) incurred by it in its capacity as Tax Matters Member. The Company shall indemnify, defend and hold the Tax Matters Member harmless from and against any loss, liability, damage, costs or expense (including reasonable attorneys’ fees) sustained or incurred as a result of any act or decision concerning the Company’s tax matters and within the scope of such Member’s responsibilities as Tax Matters Member, so long as such act or decision does not constitute bad faith or willful misconduct. Subject to Section 12(b) of the Tax Matters Agreement, in the event that the Tax Matters Member is notified (in writing) by a taxing authority that the Company or any of its Subsidiaries is the subject of an audit or examination by a taxing authority of any federal income, material foreign, state or local income, or other proceeding by any Taxing authority material franchise tax return of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, the Company or any event of its Subsidiaries, the Tax Matters Member shall promptly provide to HoldCo a written notice informing the Members that occurs on, the Company or any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fullyof its Subsidiaries, as applicable, is the subject of an audit or examination by a taxing authority, shall keep the Members reasonably informed of material developments relating to such audit or examination and not settle such audit or examination, to the extent relating to (A) a matter set forth in Schedule 7.05 or (B) a matter that could reasonably requested by be expected to have an adverse effect on HoldCo or any of its Affiliates that is material and disproportionate as to its effect on other Members or their Affiliates, without the other Partyconsent of HoldCo, in connection with any such inquirywhich consent shall not be unreasonably withheld or delayed. (d) The Members intend that the Company shall be treated as a partnership for federal, audit, or other proceedingstate, and Purchaser shall have the sole right to direct the response local income tax purposes to the inquiryextent such treatment is available (and no Member will make an election otherwise) and agree to take such actions as may be necessary to receive and maintain such treatment and refrain from taking any actions inconsistent therewith. Notwithstanding the foregoing, auditthe Members intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture and that no Member or the Company shall be a partner or joint venturer of any other proceeding Member or the Company for any purposes other than federal and, if applicable, state and local income tax purposes, and this Agreement shall not be construed to the Tax at issue is a Working Capital Obligation contrary, and no Member shall be liable for the debts, liabilities or is with respect to obligations of the Company or any Foreign Entityother Member.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (ai) of any Seller that is filed after During the period from the date of this Agreement if that Tax Return is to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (A) timely file all tax returns ("Post-Signing Returns") required to be filed by or on behalf of each such entity; (B) timely pay all taxes due and payable; (C) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all taxes payable but not yet due; (D) promptly notify Parent of any suit, claim, action, investigation, proceeding or audit (collectively, "Actions") pending against or with respect to any period that includes, the Company or any event that occurs onof its Subsidiaries in respect of any material amount of tax and not settle or compromise any such Action without Parent's consent (such consent not to be unreasonably withheld, delayed or conditioned); (E) not make or change any date between February 2material tax election or settle or compromise any material tax liability, 2005 and other than with Parent's consent (such consent not to be unreasonably withheld, delayed or conditioned) or other than in the Closing Date, ordinary course of business; and (bF) of any Foreign Entity that is filed after the date of this Agreementcause all existing tax sharing agreements, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review tax indemnity obligations and comment all income Tax Returnssimilar agreements, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, arrangements or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is practices with respect to any period that includes, taxes to which the Company or any event that occurs on, of its Subsidiaries is or may be a party or by which the Company or any date between February 2, 2005 and of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any tax returns described in this Section 4.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company. (yii) any Foreign Entity for any period. Seller and Purchaser The Company shall cooperate fully, as and deliver to Parent at or prior to the extent reasonably requested by the other PartyClosing a certificate, in connection with form and substance satisfactory to Parent, duly executed and acknowledged, certifying that the payment of the Merger Consideration and any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response payments made in respect of Appraisal Shares pursuant to the inquiry, audit, or other proceeding if terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property Tax at issue is a Working Capital Obligation or is with respect to any Foreign EntityAct.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The taxable year of the Company shall be the same as its Fiscal Year (unless otherwise required by applicable law). (b) The Tax Matters Member shall cause to be prepared all federal, state and local tax returns of the Company for each year for which such returns are required to be filed and, after approval of such returns by the Board of Managers, shall cause such returns to be timely filed. The Board of Managers shall determine the appropriate treatment in accordance with this Agreement, of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of any Seller such item or any other method or procedure related to the preparation of such tax returns and shall take all steps necessary to ensure that is filed after the other Members are "notice partners" within the meaning of Section 6231 (a) (8) of the Code. Notwithstanding anything in this Section 7.2 to the contrary, the Tax Matters Member shall provide all material income tax returns of the Company or its Subsidiaries to the Members no later than the earlier of (x) August 15th (other than for the first taxable year of the Company) of the calendar year following the calendar year in which the Company's applicable taxable year ends, or (y) 30 days prior to the date on which the Board of this Agreement if Managers intends to file such tax return, for review and comment. Such Members shall provide to the Tax Matters Member any comments they have within 20 days after receipt of such tax returns. The Tax Matters Member shall consult in good faith and shall take all reasonable efforts to incorporate all such reasonable comments into the tax returns prior to filing. (c) If a claim for Tax is asserted in a Contest (as defined below), the Tax Matters Member shall (i) represent the Company's interests in any such Contest and may employ counsel of its choice at the Company's expense, and (ii) control the conduct of such Contest, including the settlement or other disposition thereof, provided, that the Tax Return is filed Matters Member shall not enter into any settlement or compromise with respect to any period that includesallocation issues without the consent of the Members, or any event that occurs onwhich consent shall not be unreasonably withheld. If the Tax Matters Member (acting in good faith) reasonably determines not to continue a Contest involving allocation issues, the other Members may continue the Contest on behalf of the Company, provided, that, any date between February 2, 2005 costs and expenses (including the Closing Date, fees and (b) expenses of any Foreign Entity that is filed after the date of this Agreementconsultants, regardless of the period covered attorneys, accountants or other persons) incurred by the Tax Return. Seller such Members shall provide to Purchaser be solely for its review and comment all income Tax Returnstheir account, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it no settlement shall be permitted to review and comment onmade without the prior written consent of the Tax Matters Member, which consent shall not be unreasonably withheld. Purchaser shall review such Tax Returns promptly such that they can be timely filedFor purposes of this Agreement, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of a "Contest" is any inquiry, audit, court proceeding or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is dispute with respect to any period Tax matter that includesaffects the Company or, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by derivative from the other PartyCompany, in connection with any such inquiry, audit, or other proceedingof its Members, and Purchaser shall have is determinable at the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign EntityCompany level.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The Company shall prepare and file its tax returns (including without limitation on Internal Revenue Service Form 1065) in a timely manner (taking into account extensions) and shall, subject to Section 11 of any Seller that is filed after the date of this Agreement if that Tax Return is filed with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) of any Foreign Entity that is filed after the date of this Matters Agreement, regardless cause all tax returns of the period covered by the Tax Return. Seller shall provide to Purchaser for Company and its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns Subsidiaries to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchasertimely manner (taking into account extensions); provided, however, that Purchaser prior to filing the Company’s Internal Revenue Service Form 1065, any material foreign, state or local income tax return of the Company, or any material franchise tax return of the Company, the Company shall make the final determination as submit such tax return no less than 30 days prior to which Tax Returns it shall be permitted its due date to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filedHoldCo for its review, and Seller shall make not file any such revisions tax return with the applicable taxing authority without the consent of HoldCo, which consent shall not be unreasonably withheld or delayed. HoldCo may object to the filing of such Tax Returns as are reasonably requested tax return by Purchaser. Seller shall promptly give delivering a written notice to Purchaser the Company within 10 days of receipt of such tax return from the Company. Such written notice shall specify the item or items included in the tax return disputed by HoldCo. After delivery of such written notice, HoldCo and the Company shall use commercially reasonable efforts to resolve the dispute. If HoldCo and the Company are unable to resolve such dispute within five days, the disputed item or items shall be resolved within 10 days using the procedures set forth in Section 24 of the Tax Matters Agreement. If HoldCo does not object to the filing of such tax return within 10 days of receipt of such tax return from the Company, HoldCo shall be deemed to have consented to the filing of such tax return by the Company. Such tax returns will be prepared in accordance with the principles set forth in Schedule 7.05 and no change from these principles will be reflected on such tax returns without the consent of HoldCo. (b) The Company shall prepare such information (including without limitation a Schedule K-1 and any comparable foreign, state and local tax forms) as shall be necessary to enable each Member to prepare its income tax returns and shall provide such information no later than five Business Days after the filing of the Company’s appropriate tax returns; provided that the Company shall use commercially reasonable efforts to provide estimates of the information to be set forth on such Schedule K-1 no later than 60 days after the end of each Tax Year but in no event later than 90 days after the end of each Tax Year. (c) Comcast or any Member designated by Comcast shall be the tax matters member of the Company (the “Tax Matters Member”), with all powers and responsibilities of a “tax matters partner” as defined in Section 6231(a)(7)(A) of the Code. The Tax Matters Member shall act in good faith in fulfilling its responsibilities. Comcast or any Member designated by Comcast, in its capacity as Tax Matters Member, shall have the right to (i) cause the Company and its Subsidiaries to make all tax elections required or permitted to be made by the Company or any of its Subsidiaries under applicable Law (including an election under Section 754 of the Code); provided, however, that in the case of any inquiryelection that could reasonably be expected to have an adverse effect on HoldCo or any of its Affiliates that is material and disproportionate as to its effect on other Members or their Affiliates, auditsuch election shall not be made without the consent of HoldCo, which consent shall not be unreasonably withheld or delayed; and (ii) manage all tax proceedings of the Company or any of its Subsidiaries. The Company shall not pay any fees or other compensation to the Tax Matters Member in its capacity as such. However, the Company shall reimburse the Tax Matters Member for any and all reasonable out-of-pocket costs and expenses (including reasonable attorneys and other professional fees) incurred by it in its capacity as Tax Matters Member. The Company shall indemnify, defend and hold the Tax Matters Member harmless from and against any loss, liability, damage, costs or expense (including reasonable attorneys’ fees) sustained or incurred as a result of any act or decision concerning the Company’s tax matters and within the scope of such Member’s responsibilities as Tax Matters Member, so long as such act or decision does not constitute bad faith or willful misconduct. In the event that the Tax Matters Member is notified (in writing) by a taxing authority that the Company or any of its Subsidiaries is the subject of an audit or examination by a taxing authority of any federal income, material foreign, state or local income, or other proceeding by any Taxing authority material franchise tax return of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, the Company or any event of its Subsidiaries, the Tax Matters Member shall promptly provide to HoldCo a written notice informing the Members that occurs on, the Company or any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fullyof its Subsidiaries, as applicable, is the subject of an audit or examination by a taxing authority, shall keep the Members reasonably informed of material developments relating to such audit or examination and not settle such audit or examination, to the extent relating to (A) a matter set forth in Schedule 7.05 or (B) a matter that could reasonably requested by be expected to have an adverse effect on HoldCo or any of its Affiliates that is material and disproportionate as to its effect on other Members or their Affiliates, without the other Partyconsent of HoldCo, in connection with any such inquirywhich consent shall not be unreasonably withheld or delayed. (d) The Members intend that the Company shall be treated as a partnership for federal, audit, or other proceedingstate, and Purchaser shall have the sole right to direct the response local income tax purposes to the inquiryextent such treatment is available (and no Member will make an election otherwise) and agree to take such actions as may be necessary to receive and maintain such treatment and refrain from taking any actions inconsistent therewith. Notwithstanding the foregoing, auditthe Members intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture and that no Member or the Company shall be a partner or joint venturer of any other proceeding Member or the Company for any purposes other than federal and, if applicable, state and local income tax purposes, and this Agreement shall not be construed to the Tax at issue is a Working Capital Obligation contrary, and no Member shall be liable for the debts, liabilities or is with respect to obligations of the Company or any Foreign Entityother Member.

Certain Tax Matters. Seller The taxable year of the Company shall permit Purchaser be the same as its Fiscal Year. The Tax Matters Member or any officer designated by the Tax Matters Member shall cause to be prepared all federal, state and local, and ad valorem tax returns of the Company for each year for which such returns are required to be filed and shall cause such returns to be timely filed. The Tax Matters Member or any officer designated by the Tax Matters Member shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax Laws of the United States, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. The Tax Matters Member or any officer designated by the Tax Matters Member shall make the election provided for in Section 754 of the Code, if, and only if the Member who or which has acquired any Membership Interests or a distribution of Company property with respect to which the election is made will have provided to the Tax Matters Member or any officer designated by the Tax Matters Member concurrently, or within 30 calendar days after the Transfer of such Membership Interests, its undertaking to the effect that it, and its successors in interest hereunder, will reimburse the Company annually for its additional administrative costs incurred by reason of such election as determined by an accountant employee of the Tax Matters Member. The Tax Matters Member or any officer designated by the Tax Matters Member may also make any election to deduct or amortize organizational expenses pursuant to Code Section 709 and the regulation promulgated thereunder. It is the intention of the Parties that the Company be treated as a partnership for tax purposes and no Member shall take an inconsistent position on any tax return or otherwise. The “tax matters partner” for purposes of Section 6231(a)(7) of the Code (the “Tax Matters Member”) shall be OGE Sub. If a dispute as to the content of a tax return cannot be resolved to the reasonable satisfaction of all Members prior to the required filing date therefor, the Tax Matters Member shall have the right to direct the accountant employee of the Tax Matters Member to cause the Company’s tax return to be filed as reasonably approved by the Tax Matters Member. Each Member shall give prompt notice to each Member of any and all notices or other communications it receives from the Internal Revenue Service concerning the Company, including any notice of audit, any notice of action with respect to a revenue agent’s report, any notice of a 30-day appeal letter and any notice of a deficiency in tax concerning any Company tax return. Each Member will be entitled, at its own expense, to attend all meetings with the Internal Revenue Service and to review and comment on each in advance any material written information (including without limitation any pleadings, memoranda or similar items) to be submitted to the Internal Revenue Service. Without first obtaining the Consent of a Member, which consent shall not be unreasonably withheld, the Tax Return (a) of any Seller that is filed after the date of this Agreement if that Tax Return is filed Matters Member will not, with respect to any period that includes, or any event that occurs onproposed adjustment of a Company item which materially and adversely affects such Member (a) enter into a settlement agreement which purports to bind Members other than the Tax Matters Member (including without limitation, any date between February 2, 2005 and stipulation consenting to an entry of decision by the Closing Date, and Tax Court) or (b) enter into an agreement or stipulation extending the time of limitations. Upon request, the Tax Matters Member shall furnish each Member with status reports regarding any Foreign Entity that is filed after negotiation between the date of this Agreement, regardless Internal Revenue Service or any other taxing authority and the Company. The Tax Matters Member shall have all of the period covered by rights, duties, powers and obligations provided for in Sections 6221 through 6232 of the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is Code with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign EntityCompany.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The parties agree as follows: (i) Without the written consent of Buyer, Cannabist and the Member (and, prior to the Closing, the Company and its Affiliates) shall not, to the extent it may affect, or relate to, the Company, make, change or rescind any Seller 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 other transaction that is filed would have the effect of increasing the Tax liability of Buyer, Buyer’s Affiliates or the Company after the date Closing Date. (ii) Cannabist, at Cannabist’s and the Member’s sole cost and expense, shall (A) prepare any IRS Form 1065 including the associated Schedule K-1s thereto (and any comparable state and local Tax Returns) of this Agreement if the Company for any Pre-Closing Tax Period (the “Member Prepared Returns”); and (B) timely pay all Taxes that Tax Return is filed are shown as payable with respect to any period that includesMember Prepared Returns. All Member Prepared Returns shall be prepared in accordance with existing procedures and practices of the Company, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) of any Foreign Entity that is unless otherwise required by Law. Each Member Prepared Return filed after the Closing Date shall be submitted to Buyer for Buyer’s review and comment at least 30 days prior to the due date of this Agreement, regardless of the period covered by the Tax Return. Seller The Member shall provide incorporate any reasonable comments made by Bxxxx in the final Tax Return prior to Purchaser filing. No Member Prepared Return may be amended after the Closing without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (iii) Buyer shall cause the Company to prepare and timely file all Tax Returns (other than the Member Prepared Returns) of the Company due after the Closing Date (the “Buyer Prepared Returns”). To the extent that a Member Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices of the Company, unless otherwise required by Law. Each Buyer Prepared Return that shows an Indemnified Tax shall be submitted to Cannabist for its Cannabist’s review and comment all at least 30 days prior to the due date of the Tax Return (or, with respect to any Buyer Prepared Return that is not an income Tax ReturnsReturn, including German within a reasonable time prior to the due date of the Tax Return). Buyer shall incorporate any reasonable comments made by Cannabist in the final Tax Return prior to filing. No failure or delay of Buyer in providing Buyer Prepared Returns for Cannabist to review shall reduce or otherwise affect the obligations or liabilities of the Member pursuant to this Agreement. (iv) The Parties agree that the Tax year of the Company shall end for U.S. federal income Tax purposes as of the end of the Closing Date and, to the extent permissible under applicable Laws, the Company shall elect to have each of its other Tax years end as of the end of the Closing Date. (b) The Member, Cannabist, Buyer and German trade the Company each shall (i) assist in the preparation and timely filing of any Tax Return of the Company pursuant to this Section 6.3; (ii) assist in any audit or other legal Proceeding with respect to Taxes or Tax Returns of the Company addressed by this Section 6.3; (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Company with respect to any Pre-Closing Tax Period or Straddle Period; and (iv) provide any similar returns information in their possession and control necessary or reasonably requested to be filed allow Buyer or the Company to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws with respect to the transactions contemplated by this Agreement or to compute the amount of payroll or other employment Taxes due with respect to any jurisdiction, as soon as they become available, even payment made in connection with this Agreement. (c) For purposes of determining whether the following Taxes are attributable to a Pre-Closing Tax Period (or the portion of any Straddle Period ending on or prior to May 15the Closing Date) the Parties agree as follows: (i) In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, 2007. Seller the amounts that are attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and Purchaser the denominator of which is the number of calendar days in the entire Straddle Period. (ii) In the case of Taxes in the form of interest or penalties, all such Taxes shall work be treated as attributable to compile a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) to the extent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (iii) In the case of Taxes imposed on the Company or Buyer or any other Buyer Indemnified Party as a result of income of any Flow-Thru Entity owned by May 15the Company realized prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), 2007 all such Taxes shall be treated as Taxes of the Company for a list Pre-Closing Tax Period. (iv) In the case of Taxes imposed on the Company with respect to the payment of any Transaction Expenses (other than Transaction Expenses incurred subsequent to the Closing at the discretion of Buyer), such Taxes shall be treated as Taxes of the Company for a Pre-Closing Tax Period. (v) In the case of all other applicable Taxes for a Straddle Period (including income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company filed a separate Tax Returns which will Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of this clause (v), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be made available allocated to Purchaserthe portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes. (d) If any Governmental Entity issues to the Company (i) a written notice of its intent to audit or conduct another Proceeding with respect to Taxes for any Pre-Closing Tax Period or Straddle Period or (ii) a written notice of deficiency for Taxes for any Pre-Closing Tax Period or Straddle Period, Buyer shall notify Cannabist of its receipt of such communication from the Governmental Entity within 30 days of receipt. No failure or delay of Buyer in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of the Member pursuant to this Agreement. The Company shall control any audit or other Proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”); provided, however, that Purchaser (A) Cannabist, at Cannabist’s and the Member’s sole cost and expense, shall make have the final determination right to participate in any such Tax Contest to the extent it relates to a Pre-Closing Tax Period or Straddle Period; (B) Buyer shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates solely to Taxes for a Pre-Closing Tax Period without the consent of Cannabist (which shall not be unreasonably withheld, delayed or conditioned). (e) Buyer and the Member intend for the purchase of the Equity contemplated by this Agreement to be treated for U.S. federal, state and local income Tax purposes as a transaction governed by Rev. Rul. 99-6, 1999 1 C.B. 434 (Situation 2), with the Member being treated as having sold its Equity, and Buyer being treated as acquiring all of the assets of the Company, in exchange for the Purchase Price (as adjusted pursuant to which the terms of this Agreement). The Purchase Price (including adjustments thereto) shall be allocated by Buyer and the Member among the assets of the Company in accordance with Code Section 1060. A statement setting forth such allocation shall be provided by Buyer to the Member within 90 days after the Closing and shall be updated as required by Buyer under Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Asset Purchase Price Allocation”). Buyer shall prepare its IRS Form 8594 consistently with the Asset Purchase Price Allocation. The Parties shall report, act and file all Tax Returns it in all respects and for all purposes consistent with the Asset Purchase Price Allocation and this Section 6.3, and no party shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with Rev. Rul. 99-6, the Asset Purchase Price Allocation Schedule or this Section 6.3 unless required to do so by applicable Law. (f) All federal, state, local, non-U.S. transfer, excise, sales, use, ad valorem, value added, registration, stamp, recording, property and similar Taxes or fees applicable to, imposed upon, or arising out of the transfer of the Equity or any other transaction contemplated by this Agreement and all related interest and penalties (collectively, “Transfer Taxes”) shall be permitted to review paid by the Member. (g) To the extent there is a conflict between this Section 6.3 and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is Section 6.4 with respect to any period that includes, Taxes or any event that occurs onTax matter, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser provisions of this Section 6.3 shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entitycontrol.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The Company shall prepare and file its tax returns (including without limitation on Internal Revenue Service Form 1065) in a timely manner (taking into account extensions) and shall, subject to Section 11 of any Seller that is filed after the date of this Agreement if that Tax Return is filed with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) of any Foreign Entity that is filed after the date of this Matters Agreement, regardless cause all tax returns of the period covered by the Tax Return. Seller shall provide to Purchaser for Company and its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns Subsidiaries to be filed in a timely manner (taking into account extensions). (b) The Company shall prepare such information (including without limitation a Schedule K-1 and any jurisdictioncomparable foreign, state and local tax forms) as soon shall be necessary to enable each Member to prepare its income tax returns and shall provide such information no later than five Business Days after the filing of the Company’s appropriate tax returns; provided that the Company shall use commercially reasonable efforts to provide estimates of the information to be set forth on such Schedule K-1 no later than 60 days after the end of each Tax Year but in no event later than 90 days after the end of each Tax Year. (c) Comcast Member 1 or any Member designated by Comcast Member 1 shall be the tax matters member of the Company (the “Tax Matters Member”), with all powers and responsibilities of a “tax matters partner” as they become availabledefined in Section 6231(a)(7)(A) of the Code. The Tax Matters Member shall act in good faith in fulfilling its responsibilities. Comcast Member 1 or any Member designated by Comcast Member 1, even prior in its capacity as Tax Matters Member, shall have the right to May 15, 2007. Seller (i) cause the Company and Purchaser shall work its Subsidiaries to compile by May 15, 2007 a list of make all other applicable Tax Returns which will tax elections required or permitted to be made available by the Company or any of its Subsidiaries under applicable Law (including an election under Section 754 of the Code) and (ii) manage all tax proceedings of the Company or any of its Subsidiaries. The Company shall not pay any fees or other compensation to Purchaser; providedthe Tax Matters Member in its capacity as such. However, howeverthe Company shall reimburse the Tax Matters Member for any and all reasonable out-of-pocket costs and expenses (including reasonable attorneys and other professional fees) incurred by it in its capacity as Tax Matters Member. The Company shall indemnify, defend and hold the Tax Matters Member harmless from and against any loss, liability, damage, costs or expense (including reasonable attorneys’ fees) sustained or incurred as a result of any act or decision concerning the Company’s tax matters and within the scope of such Member’s responsibilities as Tax Matters Member, so long as such act or decision does not constitute bad faith or willful misconduct. (d) The Members intend that Purchaser shall make the final determination as to which Tax Returns it Company shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filedtreated as a partnership for federal, state, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and local income tax purposes to the extent reasonably requested by such treatment is available (and no Member will make an election otherwise) and agree to take such actions as may be necessary to receive and maintain such treatment and refrain from taking any actions inconsistent therewith. Notwithstanding the foregoing, the Members intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture and that no Member or the Company shall be a partner or joint venturer of any other PartyMember or the Company for any purposes other than federal and, in connection with any such inquiryif applicable, audit, or other proceedingstate and local income tax purposes, and Purchaser this Agreement shall have the sole right to direct the response not be construed to the inquirycontrary, auditand no Member shall be liable for the debts, liabilities or obligations of the Company or any other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign EntityMember.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) Without limiting the obligations of the Company and Gibco under the Purchase Agreement and for so long as Walgreens holds at least 10% of the total outstanding Ordinary Shares and the Company or any Seller that Subsidiary of the Company is filed after a “controlled foreign corporation” within the meaning of Section 957(a) of the Code: (i) At the prior written request of Walgreens, the Company shall make or cause to be made an entity classification election pursuant to U.S. Treasury Regulation Section 301.7701-3(c) having an effective date of this Agreement if that Tax Return is filed specified by Walgreens (which shall be no sooner than the day prior to First Step Closing Date) and electing “disregarded entity,” partnership or corporate status, as specified by Walgreens, with respect to any period Wholly-Owned Subsidiary (whether existing at or formed or acquired after the First Step Closing other than AB Acquisitions Limited, Regarded XxxXx or Regarded UKCo) which is an Eligible Entity; provided, that includes, if any such election would reasonably be expected to have an adverse effect on the Company or any event that occurs onShareholder other than Walgreens, the Company shall promptly inform Walgreens of such adverse effect in writing describing in reasonable detail the adverse effect and requesting Walgreens’ consent not to make such election, which consent shall not be unreasonably withheld, conditioned or delayed. Walgreens must respond to such any date between February 2request within 15 Business Days (but no later than five Business Days prior to any applicable deadline for making such election) or be deemed to have given its consent. Company and Walgreens shall cooperate in good faith to resolve any dispute over such consent. If such consent is given or is unreasonably withheld, 2005 conditioned or delayed, the Company shall not be required to make such election. (ii) Gibco and the Company shall consult and cooperate in good faith with Walgreens regarding minimizing the amount of “subpart F income” within the meaning of Section 952 of the Code or any other income inclusion pursuant to Section 951 of the Code to the Buyer or its Affiliates. At the prior written request of Walgreens, the Company shall Consider in Good Faith (1) making or causing to be made an entity classification election pursuant to U.S. Treasury Regulation Section 301.7701-3(c) having an effective date and electing the entity classification specified by Walgreens with respect to any Subsidiary of the Company (other than a Wholly-Owned Subsidiary, AB Acquisitions Limited, Regarded XxxXx or Regarded UKCo) and (2) taking or refraining from taking any other action to minimize the amount of “subpart F income” within the meaning of Section 952 of the Code or any other income inclusion pursuant to Section 951 of the Code to the Buyer or its Affiliates. (iii) From and after the First Step Closing Date, and (b) except as otherwise provided in this Section 5.2 or Section 7.14 of any Foreign Entity that is filed after the date of this Purchase Agreement, regardless the Company and the other members of the period covered by AB Group shall, and Gibco shall cause the Tax Return. Seller shall provide to Purchaser for its review Company and comment all income Tax Returnsthe members of the AB Group to, including German federal and German trade Tax Returns and any similar returns refrain from, directly or indirectly, (A) filing or permitting to be filed in any jurisdictionelections pursuant to Section 754 or entity classification elections pursuant to U.S. Treasury Regulations Section 301.7701-3(c) with respect to the Company or any of its Subsidiaries; (B) converting the Company or any Subsidiary of the Company under local law from an Eligible Entity to a Per Se Entity or from a Per Se Entity into an Eligible Entity, as soon applicable; (C) amending or otherwise modifying the organizational documents of the Company or any Subsidiary of the Company that qualifies as they become availablean Eligible Entity (or any other agreements or arrangements relating to the personal liability of any member of the Company or any such Subsidiary) if such amendment or modification would cause the Company or the respective Subsidiary, even prior as applicable, not to May 15qualify as an Eligible Entity or to change the default classification of the Company or any such Subsidiary pursuant to U.S. Treasury Regulation Section 301.7701-3(b); or (D) agreeing to or authorizing, 2007. Seller and Purchaser shall work or committing to compile by May 15, 2007 a list agree to or authorize (in writing or otherwise) any of all other applicable Tax Returns which will be made available to Purchaserthe actions set forth in clauses (A)-(C) above; provided, however, provided that Purchaser shall make the final determination as to which Tax Returns it Company shall be permitted to review take such action with the written consent of Walgreens, not to be unreasonably withheld, conditioned or delayed. (iv) The Company shall consult in good faith with Walgreens and comment onuse reasonable efforts to determine if any material transaction contemplated by the Company or its Subsidiaries would or would be reasonably expected to generate “subpart F income” within the meaning of Section 952 of the Code or otherwise result in an income inclusion by Walgreens or any of its Affiliates pursuant to Section 951 of the Code. Purchaser If the Company makes such a determination, the Company shall review promptly notify Walgreens in writing of such Tax Returns promptly such that they can be timely filed, transaction and Seller shall make such revisions to such Tax Returns as are provide Walgreens with information reasonably requested by PurchaserWalgreens in writing with respect to such transaction in sufficient detail to permit Walgreens to make an independent evaluation of the U.S. federal income tax consequences of such transaction to Walgreens. Seller The Company shall Consider in Good Faith any comments received from Walgreens with respect to such transaction and shall, at the written request of Walgreens, Consider in Good Faith refraining from effecting such transaction or otherwise modifying such transaction to minimize the amount of “subpart F income” within the meaning of Section 952 of the Code or any other income inclusion pursuant to Section 951 of the Code to the Buyer or its Affiliates. (v) The Company shall deliver to Walgreens any periodic Tax report prepared by the Director of Tax of the Company in the Ordinary Course of Business for delivery to the Finance Committee and the Group Audit Committee promptly give written notice after such Tax report is delivered. At a time mutually agreed to Purchaser by Walgreens and the Company that is promptly after the end of each quarter, the Company will cause the Director of Tax of the Company to participate in a meeting or conference call with the Divisional Vice President of Tax of Walgreens to review and discuss (i) any material Tax planning arrangements of the Group; (ii) any material transfer pricing matters with respect to the Group; (iii) any material current or proposed transaction (including any material current or proposed intercompany transactions or arrangements between any member of the Group that would reasonably be expected to increase the amount of any inquiryincome inclusion pursuant to Section 951 of the Code by Walgreens or any of its Affiliates); (iv) any material threatened or pending claim, audit, audit or other proceeding by with any Taxing authority Authority relating to any Tax or Tax Return of any member of the Group; (xv) any Seller if such inquirymaterial pending ruling request, audit, closing agreement or other proceeding is material agreement with any Taxing Authority; and (vi) any other material Tax matters with respect to the Group. Promptly following such meeting or conference call, the Company shall provide Walgreens with information reasonably requested by Walgreens in writing with respect to any period matters discussed during such meeting or conference call in sufficient detail to permit Walgreens to make an independent evaluation of the U.S. federal income tax consequences of such matters to Walgreens. The Company shall Consider in Good Faith any comments received from Walgreens with respect to the matters discussed during such meeting or conference call and shall, at the written request of Walgreens, Consider in Good Faith taking or refraining from taking action with respect to such matters, in each case, to minimize the amount of “subpart F income” within the meaning of Section 952 of the Code or any other income inclusion pursuant to Section 951 of the Code to the Buyer or its Affiliates. (b) Without limiting the obligations of the Company and Gibco under the Purchase Agreement and for so long as Walgreens holds at least 10% of the total outstanding Ordinary Shares, Gibco shall procure that includesneither it nor any company other than the Company or its Subsidiaries shall take any steps that would result in either: (i) any amount of interest expense of the Company or one of its Subsidiaries falling to be disallowed for the purposes of UK corporation tax as a result of the provisions of Part 7 of the UK Taxation (International and Other Provisions) Xxx 0000, or any event (ii) the group of companies of which the Company and its Subsidiaries are members for the purposes of paragraph 26 of Schedule 7AC to the UK Taxation of Chargeable Gains Xxx 0000 ceasing to be treated as a “qualifying group” under paragraph 18 of that occurs on, any date between February 2, 2005 Schedule. (c) Each of Gibco and the Closing Date or Company shall (yand shall cause their respective Affiliates, officers, employees, agents and representatives to) any Foreign Entity reasonably cooperate with Walgreens to adopt an initial taxable year, for any period. Seller U.S. federal income tax purposes, of the Company and Purchaser shall cooperate fully, as and to each Subsidiary of the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue Company that is a Working Capital Obligation or is “controlled foreign corporation” within the meaning of Section 957(a) of the Code ending on a date designated by Walgreens (which date, with respect to any Foreign EntitySubsidiary of the Company that is a “controlled foreign corporation,” Walgreens contemplates will be within 29 days of the First Step Closing Date), and shall furnish or cause to be furnished to Walgreens, upon request, as promptly as practicable, such information and assistance as reasonably necessary to effect the foregoing; provided that nothing in this paragraph (c) shall be construed as requiring the Company or any of its Subsidiaries to change its financial reporting year or any other reporting period other than for U.S. federal income tax purposes. (d) With respect to any period during which Walgreens holds Ordinary Shares and the Company is treated as a partnership for U.S. federal income tax purposes, the allocation of items of income, gain, loss, deduction or credit, for U.S. federal income tax purposes, among holders of Shares shall be governed by Schedule III hereto, and any amendment thereto that adversely affects Walgreens shall require the prior written consent of Walgreens, not to be unreasonably withheld, conditioned or delayed. (e) The Company shall (i) use reasonable best efforts to conduct its operations such that no Shareholder (x) is treated as being engaged in “commercial activity” within the meaning of Section 892 of the Code; (y) recognizes income that is “effectively connected with the conduct of a trade or business within the United States” within the meaning of Sections 871 and 882 of the Code; or (z) recognizes unrelated business taxable income within the meaning of Section 512 of the Code and (ii) conduct its operations such that no Shareholder recognizes income other than qualifying income under Section 7704(d) of the Code. (f) To the extent Company is required by law to withhold or to make tax payments on behalf of or with respect to any Shareholder (“Tax Advances”), the Company may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of any Shareholder shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Shareholder or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Shareholder. If a distribution to a Shareholder is actually reduced as a result of a Tax Advance, for all other purposes of this Agreement such Shareholder shall be treated as having received the amount of the distribution that is reduced by the Tax Advance. Each Shareholder hereby agrees to indemnify and hold harmless the Company and the Shareholders from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or other payments to such Shareholder.

Certain Tax Matters. Seller (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and all conveyance fees, recording charges and other fess and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid one-half by Parent and one-half by the Preferred Stockholders when due, and Parent will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and if required cause its affiliates to, join in the execution of any such Tax Returns and other documentation. The Parties shall use diligent efforts and shall cooperate with each other to minimize the amount of any such Taxes. (b) Parent shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns of the Company for any Taxable year or period ending on or before the Closing Date that are filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns except for changes required by applicable Law. To the extent that such Tax Returns reflect a liability payable out of Escrowed Funds, Parent shall permit Purchaser the Representative at least 15 days prior to filing to review and comment on each all such Tax Return Returns; provided however, such review and comment shall not prevent Parent from filing such Tax Returns and Parent, in its reasonable discretion, shall not be obligated to make any such requested changes. Except as provided in Section 6.4(d), all Taxes payable with respect to these Tax Returns shall be borne by the Preferred Stockholders (asolely out of the Escrowed Funds) except to the extent such Taxes relate to transactions or events occurring on the Closing Date but after the Effective Time not in the Ordinary Course of Business. (c) Parent shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns of the Company commencing prior to the Closing Date and ending after the Closing Date (a "Straddle Period"). Such Tax Returns shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns except for changes required by applicable Law. To the extent that such Tax Returns reflect a liability payable out of Escrowed Funds, Parent shall permit the Representative at least 15 days prior to filing to review and comment on all such Tax Returns; provided however, such review and comment shall not prevent Parent from filing such Tax Returns and Parent, in its reasonable discretion, shall not be obligated to make any Seller that is filed such requested changes. Except as provided in Section 6.4(d), the Preferred Stockholders shall pay (solely from the Escrowed Funds) to the Company within fifteen (15) days after the date of this Agreement if that Tax Return is filed on which Taxes are paid with respect to such Straddle Periods an amount equal to the portion of such Taxes that relates to the Taxable period ending on the Closing Date. For the purposes of this Section 6.4, 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 that relates to the portion of such Taxable period that includesending on the Closing Date shall (i) in the case of any Taxes other than Taxes imposed upon or related to income or receipts, or any event that occurs onbe deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction, any date between February 2, 2005 and 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 (bii) in the case of any Foreign Entity that is filed after the date of this AgreementTax based upon or related to income or receipts, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns be deemed to be filed in any jurisdiction, as soon as they become available, even prior equal to May 15, 2007the amount that would be payable if the relevant Taxable period ended on the Closing Date. Seller and Purchaser shall work Any credits relating to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it Straddle Period shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns taken into account as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any though the relevant Taxable period that includes, or any event that occurs on, any date between February 2, 2005 and ended on the Closing Date (excluding for this purpose any income or (y) receipts resulting from any Foreign Entity for any periodtransaction or event occurring on the Closing Date but after the Effective Time not in the Ordinary Course of Business). Seller and Purchaser shall cooperate fully, as and All determinations necessary to give effect to the extent reasonably requested allocations described in this Section 6.4 shall be made in a manner consistent with the prior practice of the Company, except for changes required by the other Party, in connection with any such inquiry, audit, Law or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entityfact.

Certain Tax Matters. Seller The following provisions shall permit Purchaser to review govern the allocation of responsibility as between the Buyer and comment the Company on each Tax Return the one hand, and the Shareholders on the other hand, for certain tax matters following the Closing: (a) The Buyer and the Shareholders agree that for tax purposes, the sale of any Seller that is filed after the date of Shares pursuant to this Agreement if that Tax Return is filed with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and shall take effect at the close of business on the Closing Date, and as of which time the Company shall close its books. (b) The Buyer shall not have any liability for, and the Shareholders (on a several, and not a joint and several basis, based upon such Shareholders’ Allocable Portion) shall indemnify, defend and hold harmless the Buyer in respect of, federal, state or local income taxes on income of the Company attributable to any Foreign Entity that is periods ended on or prior to the Closing Date. The Shareholders shall not have any liability for, and the Buyer shall indemnify, defend and hold harmless the Shareholders in respect of, any federal, state or local income taxes on income of the Company attributable to periods commencing after the Closing Date. The other terms of this Agreement notwithstanding, the indemnification obligations of the parties set forth in this Section 9.03(b) shall be limited to the duration of the statute of limitations applicable to the Company for such income taxes, but shall not be limited in amount. (c) For any tax periods ending on or before the Closing Date, the Shareholders shall, at the Company’s sole expense, prepare or cause to be prepared by the Company’s existing tax professional, Gxxxx Xxxxxxxx, LLP, all federal and state income Tax Returns for the Company which are required to be filed after the date Closing Date. Subject to the requirements of this Agreementapplicable law, regardless each such Tax Return shall be prepared in a manner consistent with past practices of the period covered by Company. Each such Tax Return shall be submitted to the Buyer at least fifteen (15) business days prior to the due date (including any extension thereof) for filing such Tax Return. Seller Any disputes regarding such Tax Returns that cannot be resolved between the parties shall provide be resolved by the Firm on the terms and conditions specified in Section 1.01(c)(ii) above; provided, that the assignment of the Firm shall be appropriately modified to Purchaser for its review and comment all income contemplate the nature of the dispute under this Section 9.03(c). The Shareholders shall cause to be filed timely such Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdictionas so modified. (d) The Buyer, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 Company and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser Shareholders, shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Section 9.03 and any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, litigation or other proceeding if the Tax at issue is a Working Capital Obligation or is 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 Foreign Entitysuch 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. (e) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including without limitation any penalties and interest) incurred in connection with this Agreement, shall be paid by the Buyer when due, and the Buyer will file or cause the Company to file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, the Shareholders’ Representative, on behalf of the Shareholders, will join in the execution of any such Tax Returns, any documents or certificates establishing an exemption from any such Taxes.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The parties agree as follows: (i) Without the written consent of Buyer, Cannabist and the Members (and, prior to the Closing, the Company and its Affiliates) shall not, to the extent it may affect, or relate to, the Company, make, change or rescind any Seller 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 other transaction that is filed would have the effect of increasing the Tax liability of Buyer, Buyer’s Affiliates or the Company after the date Closing Date. (ii) Cannabist, at Cannabist’s and the Member’s sole cost and expense, shall (A) prepare any IRS Form 1065 including the associated Schedule K-1s thereto (and any comparable state and local Tax Returns) of this Agreement if the Company for any Pre-Closing Tax Period (the “Member Prepared Returns”); and (B) timely pay all Taxes that Tax Return is filed are shown as payable with respect to any period that includesMember Prepared Returns. All Member Prepared Returns shall be prepared in accordance with existing procedures and practices of the Company, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) of any Foreign Entity that is unless otherwise required by Law. Each Member Prepared Return filed after the Closing Date shall be submitted to Buyer for Buyer’s review and comment at least 30 days prior to the due date of this Agreement, regardless of the period covered by the Tax Return. Seller The Members shall provide incorporate any reasonable comments made by Xxxxx in the final Tax Return prior to Purchaser filing. No Member Prepared Return may be amended after the Closing without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (iii) Buyer shall cause the Company to prepare and timely file all Tax Returns (other than the Member Prepared Returns) of the Company due after the Closing Date (the “Buyer Prepared Returns”). To the extent that a Member Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices of the Company, unless otherwise required by Law. Each Buyer Prepared Return that shows an Indemnified Tax shall be submitted to Cannabist for its Cannabist’s review and comment all at least 30 days prior to the due date of the Tax Return (or, with respect to any Buyer Prepared Return that is not an income Tax ReturnsReturn, including German within a reasonable time prior to the due date of the Tax Return). Buyer shall incorporate any reasonable comments made by Cannabist in the final Tax Return prior to filing. No failure or delay of Buyer in providing Buyer Prepared Returns for Cannabist to review shall reduce or otherwise affect the obligations or liabilities of the Members pursuant to this Agreement. (iv) The Parties agree that the Tax year of the Company shall end for U.S. federal income Tax purposes as of the end of the Closing Date and, to the extent permissible under applicable Laws, the Company shall elect to have each of its other Tax years end as of the end of the Closing Date. (b) Each Member, Cannabist, Buyer and German trade the Company each shall (i) assist in the preparation and timely filing of any Tax Return of the Company pursuant to this Section 6.3; (ii) assist in any audit or other legal Proceeding with respect to Taxes or Tax Returns of the Company addressed by this Section 6.3; (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Company with respect to any Pre-Closing Tax Period or Straddle Period; and (iv) provide any similar returns information in their possession and control necessary or reasonably requested to be filed allow Buyer or the Company to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws with respect to the transactions contemplated by this Agreement or to compute the amount of payroll or other employment Taxes due with respect to any jurisdiction, as soon as they become available, even payment made in connection with this Agreement. (c) For purposes of determining whether the following Taxes are attributable to a Pre-Closing Tax Period (or the portion of any Straddle Period ending on or prior to May 15the Closing Date) the Parties agree as follows: (i) In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, 2007. Seller the amounts that are attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and Purchaser the denominator of which is the number of calendar days in the entire Straddle Period. (ii) In the case of Taxes in the form of interest or penalties, all such Taxes shall work be treated as attributable to compile a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) to the extent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (iii) In the case of Taxes imposed on the Company or Buyer or any other Buyer Indemnified Party as a result of income of any Flow-Thru Entity owned by May 15the Company realized prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), 2007 all such Taxes shall be treated as Taxes of the Company for a list Pre-Closing Tax Period. (iv) In the case of Taxes imposed on the Company with respect to the payment of any Transaction Expenses (other than Transaction Expenses incurred subsequent to the Closing at the discretion of Buyer), such Taxes shall be treated as Taxes of the Company for a Pre-Closing Tax Period. (v) In the case of all other applicable Taxes for a Straddle Period (including income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company filed a separate Tax Returns which will Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of this clause (v), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be made available allocated to Purchaserthe portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes. (d) If any Governmental Entity issues to the Company (i) a written notice of its intent to audit or conduct another Proceeding with respect to Taxes for any Pre-Closing Tax Period or Straddle Period or (ii) a written notice of deficiency for Taxes for any Pre-Closing Tax Period or Straddle Period, Buyer shall notify Cannabist of its receipt of such communication from the Governmental Entity within 30 days of receipt. No failure or delay of Buyer in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of the Members pursuant to this Agreement. The Company shall control any audit or other Proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”); provided, however, that Purchaser (A) Cannabist, at Cannabist’s and the Members’ sole cost and expense, shall make have the final determination as right to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review participate in any such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and Contest to the extent reasonably requested by it relates to a Pre-Closing Tax Period or Straddle Period; (B) Buyer shall not allow the other Party, in connection with Company to settle or otherwise resolve any Tax Contest if such inquiry, audit, settlement or other proceedingresolution relates solely to Taxes for a Pre-Closing Tax Period without the consent of Cannabist (which shall not be unreasonably withheld, and Purchaser shall have the sole right to direct the response to the inquiry, audit, delayed or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entityconditioned).

Certain Tax Matters. Seller The following provisions shall permit Purchaser to review govern the allocation of responsibility as between Merged Co and comment on each Tax Return the Company for certain tax matters following the Closing: (a) of For any Seller that is filed after the date of this Agreement if that Tax Return is filed with respect to any period that includes, years ending on or any event that occurs on, any date between February 2, 2005 and before the Closing Date, the Company shall prepare or cause to be prepared all Tax Returns for Merged Co which are required to (or pursuant to an extension may) be filed after the Closing Date. Subject to the requirements of applicable law, each such Tax Return shall be prepared in a manner consistent with Merged Co's past practices. Each income Tax Return of Merged Co shall be submitted to the Stockholders at least 30 days prior to the due date (including any extension thereof) for filing such Tax Return, and the Company shall permit the Stockholders to make comments on each such Tax Return prior to the filing thereof. The Company shall file timely or cause to be filed timely such Tax Return. (b) of any Foreign Entity that is filed after Merged Co, the date of this Agreement, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filedCompany, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser Stockholders shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Section 9.4 and any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, litigation or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to Taxes. Such cooperation shall include provision of appropriate powers of attorney or similar authorizations, the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any Foreign Entitysuch 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 shall retain all books and records with respect to Tax matters pertinent to Merged Co relating to any tax periods and shall abide by all record retention agreements entered into with any taxing authority, and shall give the Stockholders reasonable written notice prior to transferring, destroying or discarding any such book and records prior to the expiration of the applicable statute of limitations for that tax period, and if the Stockholders so requests in the event of any proposed destruction or discarding of the books and records, the Company shall allow the Stockholders to take possession of such books and records. The Company and the Stockholders shall, upon request, use their best 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). Each party shall pay its own expenses incurred in complying with this Section 10.4(b). (c) The Stockholders shall, at their expense, be entitled to control any Tax audit of Merged Co to the extent such audit affects or may affect the amount or character of income, gain or loss includible by any of the Stockholders for periods or portions thereof ending on or before the Closing Date. The Company shall control all Tax audit issues of Merged Co that the Stockholders are not entitled, or do not elect, to control.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The parties agree as follows: (i) Without the written consent of Buyer, Cannabist and the Members (and, prior to the Closing, the Company and its Affiliates) shall not, to the extent it may affect, or relate to, the Company, make, change or rescind any Seller 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 other transaction that is filed would have the effect of increasing the Tax liability of Buyer, Buyer’s Affiliates or the Company after the date Closing Date. (ii) The Members, at their sole cost and expense, shall (A) prepare any IRS Form 1120 (and any comparable state and local Tax Returns) of this Agreement if the Company that relate solely to any Pre-Closing Tax Return is filed Period (the “Member Prepared Returns”); and (B) timely pay all Taxes that are shown as payable with respect to any period that includesMember Prepared Returns. All Member Prepared Returns shall be prepared in accordance with existing procedures and practices of the Company, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) of any Foreign Entity that is unless otherwise required by Law. Each Member Prepared Return filed after the Closing Date shall be submitted to Buyer for Buyer’s review and comment at least 30 days prior to the due date of this Agreement, regardless of the period covered by the Tax Return. Seller The Members shall provide incorporate any reasonable comments made by Bxxxx in the final Tax Return prior to Purchaser filing. No Member Prepared Return may be amended after the Closing without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (iii) Buyer shall cause the Company to prepare and timely file all Tax Returns (other than the Member Prepared Returns) of the Company due after the Closing Date (the “Buyer Prepared Returns”). To the extent that a Member Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices of the Company, unless otherwise required by Law. Each Buyer Prepared Return that shows an Indemnified Tax shall be submitted to Cannabist for its Cannabist’s review and comment all at least 30 days prior to the due date of the Tax Return (or, with respect to any Buyer Prepared Return that is not an income Tax ReturnsReturn, including German federal within a reasonable time prior to the due date of the Tax Return). Buyer shall incorporate any reasonable comments made by Cannabist in the final Tax Return prior to filing. No failure or delay of Buyer in providing Buyer Prepared Returns for Cannabist to review shall reduce or otherwise affect the obligations or liabilities of the Members pursuant to this Agreement. (b) The Members, Cannabist, Buyer and German trade the Company each shall (i) assist in the preparation and timely filing of any Tax Return of the Company pursuant to this Section 6.3; (ii) assist in any audit or other legal Proceeding with respect to Taxes or Tax Returns of the Company addressed by this Section 6.3; (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Company with respect to any Pre-Closing Tax Period or Straddle Period; and (iv) provide any similar returns information in their possession and control necessary or reasonably requested to be filed allow Buyer or the Company to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws with respect to the transactions contemplated by this Agreement or to compute the amount of payroll or other employment Taxes due with respect to any jurisdiction, as soon as they become available, even payment made in connection with this Agreement. (c) For purposes of determining whether the following Taxes are attributable to a Pre-Closing Tax Period (or the portion of any Straddle Period ending on or prior to May 15the Closing Date) the Parties agree as follows: (i) In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, 2007. Seller the amounts that are attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and Purchaser the denominator of which is the number of calendar days in the entire Straddle Period. (ii) In the case of Taxes in the form of interest or penalties, all such Taxes shall work be treated as attributable to compile a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) to the extent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (iii) In the case of Taxes imposed on the Company or Buyer or any other Buyer Indemnified Party as a result of income of any Flow-Thru Entity owned by May 15the Company realized prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), 2007 all such Taxes shall be treated as Taxes of the Company for a list Pre-Closing Tax Period. (iv) In the case of Taxes imposed on the Company with respect to the payment of any Transaction Expenses (other than Transaction Expenses incurred subsequent to the Closing at the discretion of Buyer), such Taxes shall be treated as Taxes of the Company for a Pre-Closing Tax Period. (v) In the case of all other applicable Taxes for a Straddle Period (including income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company filed a separate Tax Returns which will Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of this clause (v), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be made available allocated to Purchaserthe portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes. (d) If any Governmental Entity issues to the Company (i) a written notice of its intent to audit or conduct another Proceeding with respect to Taxes for any Pre-Closing Tax Period or Straddle Period or (ii) a written notice of deficiency for Taxes for any Pre-Closing Tax Period or Straddle Period, Buyer shall notify the Members of its receipt of such communication from the Governmental Entity within 30 days of receipt. No failure or delay of Buyer in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of the Members pursuant to this Agreement. The Company shall control any audit or other Proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”); provided, however, that Purchaser (A) the Members, at their sole cost and expense, shall make have the final determination as right to participate in any such Tax Contest to the extent it relates to a Pre-Closing Tax Period or Straddle Period; (B) Buyer shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates solely to Taxes for a Pre-Closing Tax Period without the consent of Cannabist (which Tax Returns it shall not be unreasonably withheld, delayed or conditioned). (e) All federal, state, local, non-U.S. transfer, excise, sales, use, ad valorem, value added, registration, stamp, recording, property and similar Taxes or fees applicable to, imposed upon, or arising out of the transfer of the Equity or any other transaction contemplated by this Agreement and all related interest and penalties (collectively, “Transfer Taxes”) shall be permitted to review paid by the Members. (f) To the extent there is a conflict between this Section 6.3 and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is Section 6.4 with respect to any period that includes, Taxes or any event that occurs onTax matter, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser provisions of this Section 6.3 shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entitycontrol.

Certain Tax Matters. Seller The taxable year of the Company shall permit Purchaser be the same as its Fiscal Year. The Tax Matters Member or any officer designated by the Tax Matters Member shall cause to be prepared all federal, state and local, and ad valorem tax returns of the Company for each year for which such returns are required to be filed and shall cause such returns to be timely filed. The Tax Matters Member or any officer designated by the Tax Matters Member shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax Laws of the United States, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. The Tax Matters Member or any officer designated by the Tax Matters Member shall make the election provided for in Section 754 of the Code, if, and only if the Member who or which has acquired any Membership Interests or a distribution of Company property with respect to which the election is made will have provided to the Tax Matters Member or any officer designated by - 41 - the Tax Matters Member concurrently, or within 30 calendar days after the Transfer of such Membership Interests, its undertaking to the effect that it, and its successors in interest hereunder, will reimburse the Company annually for its additional administrative costs incurred by reason of such election as determined by an accountant employee of the Tax Matters Member. The Tax Matters Member or any officer designated by the Tax Matters Member may also make any election to deduct or amortize organizational expenses pursuant to Code Section 709 and the regulation promulgated thereunder. It is the intention of the Parties that the Company be treated as a partnership for tax purposes and no Member shall take an inconsistent position on any tax return or otherwise. The “tax matters partner” for purposes of Section 6231(a)(7) of the Code (the “Tax Matters Member”) shall be OGE Sub. If a dispute as to the content of a tax return cannot be resolved to the reasonable satisfaction of all Members prior to the required filing date therefor, the Tax Matters Member shall have the right to direct the accountant employee of the Tax Matters Member to cause the Company’s tax return to be filed as reasonably approved by the Tax Matters Member. Each Member shall give prompt notice to each Member of any and all notices or other communications it receives from the Internal Revenue Service concerning the Company, including any notice of audit, any notice of action with respect to a revenue agent’s report, any notice of a 30-day appeal letter and any notice of a deficiency in tax concerning any Company tax return. Each Member will be entitled, at its own expense, to attend all meetings with the Internal Revenue Service and to review and comment on each in advance any material written information (including without limitation any pleadings, memoranda or similar items) to be submitted to the Internal Revenue Service. Without first obtaining the Consent of a Member, which consent shall not be unreasonably withheld, the Tax Return (a) of any Seller that is filed after the date of this Agreement if that Tax Return is filed Matters Member will not, with respect to any period that includes, or any event that occurs onproposed adjustment of a Company item which materially and adversely affects such Member (a) enter into a settlement agreement which purports to bind Members other than the Tax Matters Member (including without limitation, any date between February 2, 2005 and stipulation consenting to an entry of decision by the Closing Date, and Tax Court) or (b) enter into an agreement or stipulation extending the time of limitations. Upon request, the Tax Matters Member shall furnish each Member with status reports regarding any Foreign Entity that is filed after negotiation between the date of this Agreement, regardless Internal Revenue Service or any other taxing authority and the Company. The Tax Matters Member shall have all of the period covered by rights, duties, powers and obligations provided for in Sections 6221 through 6232 of the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is Code with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign EntityCompany.

Certain Tax Matters. Seller (i) Each of the Companies shall permit Purchaser prepare, or cause to review be prepared, and comment file, or cause to be filed, any Tax Returns of such Company for Tax periods which end on each or before the Closing Date and which have not been filed as of the Closing Date. Each of the Companies shall prepare, or cause to be prepared, and file, or cause to be filed, any Tax Returns of either of the Companies for Tax periods which begin before the Closing Date and end after the Closing Date. Any Tax Return filed by either of the Companies after the Closing Date that includes a period prior to the day after the Closing Date shall be prepared on a basis consistent with past practice and shall be forwarded to Mannxxx xx less than 60 days prior to the due date for that Tax Return for Mannxxx'x xxxiew. Mannxxx xxxll have 30 days from the date of receipt of such Tax Returns in which to object to any portion of a Tax Return (aif no such objection is received by the Companies within 30 days of Mannxxx'x xxxeipt of the Tax Returns. Mannxxx xxxll be deemed to have approved the Tax Returns). If Mannxxx xxxects to any portion of a Tax Return forwarded to him, Mannxxx xxx the Companies shall negotiate in good faith to achieve a mutually acceptable reporting position for the Tax Return. If Mannxxx xxx the Companies are not able to reach agreement on a reporting position by the date 15 days prior to the due date for the Tax Return, Mannxxx xxx the Companies shall present their respective positions to an accounting firm of national reputation that has no ties to either Mannxxx xx the Companies, which shall decide between the two positions, consistent with past practice. The decision of the accounting firm so chosen shall be binding on the parties and the Tax Return shall be so filed. (ii) With respect to any Tax periods ending after the Closing Date, each of the Companies may make or change any election, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to such Company, 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 Seller that is filed after the date of this Agreement if that Tax Return is filed or the payment of any Tax; provided that neither of the Companies shall take such action without the prior written consent of Mannxxx xx such action would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax asset of the Companies or the Sellers with respect to any period that includes, Tax periods or any event that occurs on, any date between February 2, 2005 and portion thereof ending on or prior to the Closing Date, and (b) of any Foreign Entity that is filed after the date of this Agreement, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entity.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The taxable year of the Company shall be the same as its Fiscal Year. The Members shall cause to be prepared all Federal, state and local tax returns of the Company for each year for which such returns are required to be filed and shall cause such returns to be timely filed. The Members shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of any Seller that is filed after such item or any other method or procedure related to the date preparation of this Agreement such tax returns. The Tax Matters Member, acting pursuant to Member Consent, shall make the election provided for in Section 754 of the Code, if, and only if that Tax Return is filed the Member who or which has acquired an interest in the Company or a distribution of Company property with respect to any period that includeswhich the election is made will have provided to the Tax Matters Member concurrently, or any event within 30 days after the Transfer of such interest, its undertaking to the effect that occurs onit, and its successors in interest hereunder, will reimburse the Company annually for its additional administrative costs incurred by reason of such election as determined by the auditor of the Company. The Tax Matters Member, acting pursuant to Member Consent, shall also make the election to amortize Organizational Expenses pursuant to Code Section 709 and the regulation promulgated thereunder. In addition, any date between February 2Member may, 2005 subject to a Member Consent, cause the Company to make or refrain from making any and all other elections permitted by the Closing Datetax laws of the United States, the several states and other relevant jurisdictions. The "tax matters partner" for purposes of Section 6231(a)(7) of the Code (the "Tax Matters Member") shall be the Blackstone Member. The Tax Matters Member shall have all of the rights, duties, powers and obligations provided for in Sections 6221 through 6232 of the Code with respect to the Company. (b) The Members (i) shall take such reasonable actions as are necessary or advisable for a direct or indirect member of any Foreign Entity that is filed after Member to qualify as a "real estate investment trust" within the date meaning of this Agreement, regardless section 856 of the period covered by the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax ReturnsCode, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns actions as are reasonably requested by Purchaser. Seller any such Member, and, (ii) shall promptly give written notice refrain from taking actions inconsistent with the ability of such member to Purchaser of any inquiryso qualify, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and including refraining from taking actions to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign EntityMember.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The Parties hereto, and their respective Affiliates intend that the Transactions be treated as follows for Tax Purposes (the “Intended Tax Treatment”): (i) Upon the Closing, Mediaco shall be treated as newly formed and capitalized in a transaction described in Section 351 of any Seller that is filed after Code pursuant to which (a) Emmis made the date Initial Contribution in exchange for the Total Emmis Consideration with the Emmis Purchase Price and Emmis Promissory Note constituting “other property or money” as described in Section 351(b) of this Agreement if that Tax Return is filed with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date, Code and (b) of any Foreign Entity that is filed Purchaser made the Purchaser Investment and issued the Emmis Promissory Note in exchange for the Purchaser Stock Consideration. (ii) The Distribution shall be treated as having been made immediately after the date Closing in a distribution fully subject to Section 301 of the Code and without application of Section 355 of the Code for the avoidance of doubt. (b) No later than thirty (30) days following the finalization of the Settlement Statement pursuant to Section 3.1, Emmis shall prepare and provide to Purchaser an update of the Emmis Tax Basis Estimate, calculated in accordance with the Intended Tax Treatment, the Class A Valuation Statement, and any adjustments to the Emmis Purchase Price made pursuant to this Agreement, regardless . Within thirty (30) days following the receipt from Emmis of the period covered updated Emmis Tax Basis Estimate Purchaser shall provide Emmis with any comments to the updated the Class A Valuation Statement and the Emmis Tax Basis Estimate (failure to so comment shall be deemed acceptance of the Class A Valuation Statement and the Emmis Tax Basis Estimate). Emmis shall consider Purchaser’s comments in good faith. If Emmis objects to Purchaser’s comments, Emmis and Standard shall use commercially reasonable efforts to settle the dispute with respect to such comments promptly. If Emmis and Purchaser have not resolved such dispute within thirty (30) days of the receipt by Emmis of Purchaser’s comments, the dispute shall be referred to the Accounting Firm for resolution in accordance with the Intended Tax Treatment pursuant to the dispute resolution principles and terms set forth in Section 3.1(j). The findings of the Accounting Firm shall be final and binding on the Parties (including, for the avoidance of doubt, all determinations as to the valuation and tax basis allocation matters that are the subject of the Class A Valuation Statement and the Emmis Tax Basis Estimate). Upon final resolution of disputed items, the Emmis Tax Basis Estimate and Class A Valuation Statement shall be adjusted to reflect such resolution. The Emmis Tax Basis Estimate and Class A Valuation Statement as finalized pursuant to this Section 9.19(b) shall be collectively thereafter referred to as the “Tax Basis Statement.” Any adjustments to the Emmis Purchase Price made pursuant to this Agreement made after the finalization of the Tax Basis Statement pursuant to this Section 9.19(b) shall be reflected in amendments to the Tax Basis Statement made by Purchaser in good faith that reflect the principles set forth in the Tax Basis Statement. (c) The Parties hereto and their respective Affiliates hereby covenant and agree to (i) be bound by the Tax Basis Statement and Intended Tax Treatment for all Tax Purposes, (ii) prepare and file all relevant Tax Returns on a basis consistent with the Tax Basis Statement and Intended Tax Treatment and (iii) not take any position on any Tax Return. Seller , before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Tax Basis Statement and Intended Tax Treatment unless otherwise required by a determination within the meaning of Section 1313(a) of the Code. (d) At least three days prior to the Closing, Emmis shall provide deliver to Purchaser for a written statement setting forth its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns good faith estimate of the fair market value of the Class A Common Stock to be filed in any jurisdiction, received by Emmis as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list component of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of Total Emmis Consideration (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entity“Class A Valuation Statement”).

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (ai) of any Seller that is filed after During the period from the date of this Agreement if to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (A) timely file all tax returns ("Post-Signing Returns") required to be filed by or on behalf of each such entity; (B) timely pay all taxes due and payable in respect of such Post-Signing Returns that Tax are so filed; (C) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all taxes payable by such entity for which no Post-Signing Return is filed due prior to the Effective Time; (D) promptly notify Parent of any suit, claim, action, investigation, proceeding or audit (collectively, "Actions") pending against or with respect to any period that includes, the Company or any event that occurs onof its Subsidiaries in respect of any material amount of tax and not settle or compromise any such Action without Parent's consent; (E) not make any material tax election or settle or compromise any material tax liability, any date between February 2, 2005 and other than with Parent's consent or other than in the Closing Date, ordinary course of business; and (bF) of any Foreign Entity that is filed after the date of this Agreementcause all existing tax sharing agreements, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review tax indemnity obligations and comment all income Tax Returnssimilar agreements, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, arrangements or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is practices with respect to any period that includes, taxes to which the Company or any event that occurs on, of its Subsidiaries is or may be a party or by which the Company or any date between February 2, 2005 and of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any tax returns described in this Section 4.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company, provided that no Post-Signing Returns shall be filed with any taxing authority without Parent's prior written consent. (yii) any Foreign Entity for any period. Seller and Purchaser The Company shall cooperate fully, as and deliver to Parent at or prior to the extent reasonably requested by the other PartyClosing a certificate, in connection with form and substance satisfactory to Parent, duly executed and acknowledged, certifying that the payment of the Merger Consideration and any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response payments made in respect of Appraisal Shares pursuant to the inquiry, audit, or other proceeding if terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property Tax at issue is a Working Capital Obligation or is with respect to any Foreign EntityAct.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) Seller shall prepare, or cause to be prepared, in a manner consistent with past practices, all Tax Returns in respect of any the Company and each Subsidiary for all taxable periods ending on or prior to the Closing Date. Purchaser shall provide, and cause the Company and each Subsidiary to provide, Seller with all information reasonably required for completing such returns in a manner consistent with past practices. Seller shall file, or cause to be filed, all Tax Returns prepared pursuant to the first sentence of this Section 6.7(a) that is are filed after the date of this Agreement if that Closing Date. Seller shall pay to the relevant taxing authority all Taxes due in connection with any such Tax Return which Seller is filed with respect required to any period have filed. (b) (i) Purchaser and Seller agree to determine the amount of and allocate the appropriate portion of the Purchase Price among the assets of the Company that includes, are deemed to be acquired by Purchaser other than pursuant to Section 338(h)(10) of the Code or any event that occurs onstate or foreign law equivalent, in accordance with the fair market value of such assets. Purchaser shall deliver Internal Revenue Service Form 8594 and any date between February 2similar state or local forms, 2005 and in each case together with any required schedules or attachments thereto (collectively, the “8594 Allocation Forms”) to Seller no later than 135 days following the Closing Date. The 8594 Allocation Forms shall be prepared on a branch by branch basis, and (b) including asset by asset detail. If within 30 days of any Foreign Entity that is filed after the date of this Agreement, regardless receipt of the period covered by 8594 Allocation Forms, Seller notifies Purchaser in writing that Seller objects to one or more items reflected on the Tax Return. 8594 Allocation Forms, Purchaser and Seller shall provide negotiate in good faith to resolve such dispute. If Purchaser and Seller fail to resolve any such dispute within 30 days of Purchaser’s receipt of Seller’s notice, the parties shall submit the dispute to a jointly-retained third party firm for its review determination, which shall be final and comment all income Tax Returns, including German federal binding on the parties. The cost and German trade Tax Returns expenses of such third party firm shall be borne one-half by Purchaser and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007one-half by Seller. Seller and Purchaser shall work to compile each adopt and abide by May 15, 2007 a list the 8594 Allocation Forms for purposes of all other applicable income Tax Returns which will be made available to Purchaser; provided, however, that Purchaser filed by them and shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of not take any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, position inconsistent therewith in connection with any examination of any such inquiryTax Return, auditany refund claim, or any judicial litigation proceeding unless there has been a final “determination” (within the meaning of Code Section 1313(a)) which finally and conclusively establishes the amount of any liability for Taxes. In the event that the purchase price allocation described in this Section 6.7(b)(i) is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other proceeding, parties hereto of such dispute and Purchaser the parties hereto shall have consult and cooperate with each other concerning resolution of the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entitydispute.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) (i) Shareholders shall cause Seller to prepare and timely file all Pre-Closing Tax Period Tax Returns of any Seller that is the Company required to be filed after the date of this Agreement if that Tax Return is filed with respect prior to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) of any Foreign Entity that is filed after the date of this Agreement, regardless of the period covered by the Tax Return. Seller shall provide timely pay all Taxes reflected as due with respect to Purchaser for its review and comment all income such Tax Returns, including German federal and German trade Tax Returns and any similar returns . (i) Buyer shall prepare or cause to be filed in any jurisdictionprepared, as soon as they become available, even prior and timely file or cause to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, all Pre-Closing Tax Period Tax Returns of the Company (other than the Tax Returns referred to in Section 7.2(a)(i)), and Seller shall make such revisions pay or cause to be paid all Taxes reflected as due on such Tax Returns as are reasonably requested by PurchaserReturns. Seller shall promptly give written notice pay to Purchaser Buyer, not later than five (5) Business Days before such Taxes are due, the amount of such Taxes paid by Buyer or the Company pursuant to this Section 7.2(a)(ii). (ii) Buyer shall prepare and file, or cause to be prepared and filed, all Tax Returns of the Company that relate to any Straddle Period and shall pay or cause to be paid the Taxes reflected as due on such Tax Returns. Shareholders shall cause Seller to pay to Buyer, no later than five (5) Business Days before such Taxes are due, the Pre-Closing Date Share of any inquirysuch Taxes. (b) Buyer, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser Shareholders shall cooperate fully, as and to the extent reasonably requested by the other Partyany party, in connection with (i) the filing of Tax Returns pursuant to this Section 7.2, (ii) any other Tax Returns required to be filed in connection with the transactions contemplated hereby (including required filings under Section 6043 or Section 6043A of the Code or the Treasury Regulations thereunder), and (iii) any Tax Contest. Such cooperation shall include the retention and (upon the other party's request) the provision of Business Records and information reasonably relevant to any such inquiry, audit, Tax Return or other proceeding, Tax Contest and Purchaser making Employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer shall have the sole right and Shareholders shall cause Seller to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is (A) retain all Business Records with respect to Tax matters pertinent to the Company and the Company's assets or activities, as applicable, relating to any Foreign Entitytaxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) P:01274586-13:86B79.003 54 I\14146902.20 of the respective taxable periods, and abide by all record retention agreements entered into with any Taxing Authority, and (B) give the other party reasonable written notice prior to transferring, destroying or discarding any such Business Records and, if the other party so requests, Buyer or Seller, as the case may be, shall allow the other party to take possession of such Business Records. The Company and Seller acknowledge that no provision of this Agreement requires Buyer to provide any party any right to access or review any Tax Return or Tax work papers of Buyer or any Affiliate thereof (other than the Company).

Certain Tax Matters. Seller The Shareholders shall permit Purchaser file, or cause to review and comment on each Tax Return (a) be ------------------- filed, all tax returns of any Seller that is filed after the date of this Agreement if that Tax Return is Company required to be filed with respect to any period that includes, periods ending on or any event that occurs on, any date between February 2, 2005 before the Effective Time (and the Closing Date, and (b) of any Foreign Entity that is filed after the date of this Agreement, regardless Surviving Corporation shall designate a Shareholder as an authorized person of the period covered Surviving Corporation for purposes of signing and filing the returns). The Shareholders shall make available for review, by the Tax Return. Seller shall provide to Purchaser for its review and comment Parent, 20 business days before filing, all income Tax Returns, including German federal and German trade Tax Returns and any similar returns of the Company required to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includesperiods ending on or before the Effective Time. Parent shall prepare and file any and all tax returns of the Company or the Surviving Corporation which are required to be filed with respect to any periods ending after the Effective Time. Parent, or any event that occurs onMerger Sub, any date between February 2Surviving Corporation, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser Shareholders shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the preparation of any tax return, any audit, litigation or other proceeding with respect to taxes. Such cooperation shall include particularly the preparation and timely filing of the final Subchapter S corporate tax return for the taxable period ending as of the Effective Time and the retention and (upon the other party's request) the provision of records and information which includes but is not limited to hardcopy and microfiche copy of financial statements, general ledger detail, accounts payable records (including any expense invoices located on premises or at third party storage locations), customer sales invoices, payroll records, book and tax fixed asset records, and state apportionment records (which includes sales, payroll, property, inventory and rent expense by location), which are reasonably relevant to any such inquiry, audit, litigation or other proceedingproceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The parties agree (i) to retain all books and records with respect to tax matters pertinent to the Company relating to any taxable period beginning before the Effective Time until the expiration of the statute of limitations (and, to the extent notified by the other party, any extensions thereof) of the respective taxable periods, and Purchaser 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, it shall be allowed to take possession of such books and records. Each Shareholder agrees that he shall not, without Parent's prior written consent, make any retroactive tax election or other amendment or supplement to any of the Company's or the Shareholders' tax returns with any local, state, Federal or foreign governmental authority following the Merger that could reasonably be expected to have an adverse financial impact on Parent or the Surviving Corporation following the Effective Time. Parent agrees that it shall not, without the Shareholders' prior written consent, make any retroactive tax election or other amendment or supplement to any of the Surviving Corporation's tax returns with any local, state, Federal or foreign governmental authority following the Merger that could reasonably be expected to have an adverse financial impact on the Shareholders following the Effective Time. Parent shall (i) promptly notify the Shareholders of the commencement of any examination with respect to the tax liability of the Company for any taxable year that includes any period prior to the Effective Time, (ii) promptly provide the Shareholders with copies of all correspondence with any taxing authority with respect to that tax liability, (iii) solely at the Shareholders' expense, permit the Shareholders to control the defense with respect to such examination and any administrative and court proceedings resulting therefrom to the extent such proceedings affect the tax liability of the Shareholders or the tax liability of the Company with respect to which the Shareholders may be liable to indemnify Parent; provided, if Parent reasonably determines that such examination or proceedings could have an adverse effect on Parent or the Surviving Corporation, Parent shall have the sole right to direct control the response defense of such examination or proceeding and the Shareholders shall be permitted to participate therein at their own expense, and (iv) not enter into any settlement of tax liability of the inquiry, audit, Shareholders or other proceeding if the Tax at issue is a Working Capital Obligation or is tax liability of the Company with respect to which the Shareholders may be liable to indemnify Parent without the written approval of the Shareholders (which approval shall not be unreasonably withheld). If the Shareholders are controlling the defense of any Foreign Entitysuch examination or proceeding pursuant to the foregoing sentence, the Shareholders shall not enter into any settlement of tax liability of the Company without Parent's prior written approval (which approval shall not be unreasonably withheld).

Certain Tax Matters. (a) Seller shall include any income, gain, loss, deduction or other tax item resulting from the Merger on his tax return to the extent permitted by applicable law. Seller shall pay any tax imposed on the Company attributable to periods ending on or prior to the Closing Date, including (i) any tax imposed under Section 1374 of the Code and (ii) any tax attributable to the Merger, and Seller shall indemnify the Company, the Surviving Corporation and Clariti against any claims or Liabilities arising out of any failure to pay any such taxes. (b) Until the Closing Date, neither the Company nor the Seller shall revoke the Company's election to be taxed as an S corporation within the meaning of Sections 1361 and 1362 of the Code. Neither the Company nor the Sellers will take or allow any action, or omit to take any action, which action or omission would result in the termination of the Company's status as a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code. (c) Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Sellers shall permit Purchaser Clariti 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 shall include any income, gain, loss, deduction or other Tax items for such periods on his Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to the Seller for such periods. (ad) Acquisition and the Seller agree to cooperate fully in connection with the filing of Tax Returns pursuant to this Section 5.11 and any Seller that is filed after the date of this Agreement if that Tax Return is filed audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include, without limitation, 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. Seller agrees (1) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period that includesbeginning before the Closing Date until the expiration of the statute of limitations (and, or any event that occurs onto the extent notified by the Buyer, any date between February 2extensions thereof) of the respective taxable periods, 2005 and the Closing Dateto abide by all record retention agreements entered into with any taxing authority, and (b2) of any Foreign Entity that is filed after to give the date of this Agreement, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even other party reasonable written notice prior to May 15transferring, 2007destroying or discarding any such books and records and, if the other party so requests, shall allow the other party to take possession of such books and records. Acquisition and the Seller and Purchaser shall work further agree, upon request, to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available use their commercially reasonable efforts to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of obtain any inquiry, audit, certificate or other proceeding by document from any Taxing authority of Governmental Authority or any other Person to mitigate, reduce or eliminate any Tax that could be imposed (x) any Seller if such inquiry, audit, or other proceeding is including with respect to the transactions contemplated hereby). (e) Seller agrees to pay all Taxes incurred by the Company as a result of the Merger, including any period such Taxes that includes, or any may be imposed in the event that occurs on, the Company does not obtain a clearance certificate from any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entityrelevant taxing authority.

Certain Tax Matters. Seller (a) The Sellers’ Representative shall permit Purchaser prepare and file, or cause to be prepared and filed, at the Company’s sole cost and expense, all Tax Returns of the Company and each Company Subsidiary that are due on or prior to the Closing Date (taking into account applicable extensions) and all Tax Returns of the Company and each Company Subsidiary for any taxable period ending on or prior to the Closing Date (collectively, the “Company Unitholder Prepared Returns”). Each Company Unitholder Prepared Return shall be prepared in a manner consistent with the Company’s and each Company Subsidiary’s past practices to the extent supportable at an at least a “more likely than not” or higher level of confidence except as otherwise required by applicable Law. Each Company Unitholder Prepared Return due after the Closing Date shall be submitted to PTIC II for review and comment on approval no later than thirty (30) days prior to the due date for filing such Tax Return (taking into account applicable extensions). The Sellers’ Representative shall incorporate, or cause to be incorporated, all reasonable comments received from PTIC II no later than five (5) days prior to the due date for filing any such Tax Return (taking into account applicable extensions). No Company Unitholder Prepared Return may be amended after the Closing without the prior written consent of PTIC II. PTIC II shall prepare and file, or cause to be prepared and filed, all Tax Returns of NewCo LLC, Company and each Company Subsidiary (other than Company Unitholder Prepared Returns) for any Straddle Period that are due after the Closing Date (taking into account applicable extensions) (the “PTIC II Prepared Returns”). Each PTIC II Prepared Return shall be prepared in a manner consistent with the Company’s and each Subsidiary’s past practice at an at least a “more likely than not” or higher level of confidence except as otherwise required by applicable Law. Each PTIC II Prepared Return shall be submitted to the Sellers’ Representative for review no later than thirty (30) days prior to the due date for filing such Tax Return (taking into account applicable extensions). PTIC II shall incorporate, or cause to be incorporated, all reasonable comments received from the Sellers’ Representative no later than five (5) days prior to the due date for filing any such Tax Return (taking into account applicable extensions). Notwithstanding the foregoing, each Tax Return described in this Section 6.1(a) for a taxable period that includes the Closing Date (ai) for which the “interim closing method” under Section 706 of the Code (or any similar provision of state, local or non-U.S. Law) is available shall be prepared in accordance with such method, (ii) for which an election under Section 754 of the Code (or any similar provision of state, local or non-U.S. Law) may be made shall make such election, and (iii) shall be prepared in a manner such that any and all deductions, losses, or credits of any Seller of the Company and each Subsidiary resulting from, attributable to or accelerated by the payment of Indebtedness and Company Expenses in connection with the transactions contemplated by this Agreement are allocated to the portion of the taxable period beginning after the Closing Date to the extent permitted by applicable Law. Notwithstanding anything herein to the contrary, the Company Unitholders at their sole cost and expense, shall be solely responsible for filing all of the Tax Returns required to be filed by the Company Unitholders and paying all of the Taxes due and owing by the Company Unitholders (including to the extent attributable to income of any Group Company that flows up to Company Unitholders) in respect of their direct or indirect ownership of any member of the Company Group that is filed a Flow-Thru Entity. In addition, Company Unitholders shall timely pay, or cause to be timely paid (i) to the appropriate Tax Authority all Taxes shown as due on any Company Unitholder Prepared Return, (ii) to PTIC II at least five (5) days before each PTIC II Prepared Return is due all Taxes attributable to the Pre-Closing Tax Period that are shown to be due on the applicable PTIC II Prepared Returns and (iii) after the date Closing, to PTIC II the amount of any Taxes (plus additional amounts equal to any Taxes imposed on such payment to PTIC II) described in Section 6.1(b)(ii) that are imposed on PTIC II in respect of its direct or indirect ownership of any Group Company that is a Flow-Thru Entity for a Straddle Period and that are treated as Taxes of Company Unitholders for a Pre-Closing Tax Period pursuant to Section 6.1(b)(ii). (b) For purposes of determining whether the following Taxes are attributable to a Pre-Closing Tax Period: (i) in the case of property Taxes and other similar periodic Taxes imposed for a Straddle Period, the amounts that are allocable to the Pre-Closing Tax Period shall 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 portion of the taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period; (ii) in the case of Taxes imposed on any Group Company (or PTIC II or any of its Affiliates as a result of its direct or indirect ownership of any Group Company) as a result of income of any Flow-Thru Entity realized on or prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends as of the end of the day on the Closing Date and closed its books), such Taxes shall be treated as Taxes of a Group Company for a Pre-Closing Tax Period; (iii) in the case of all other Taxes for a Straddle Period (including Taxes based on or measured by income, receipts, payments, or payroll (to the extent not covered by clauses (i) and (ii) above)), the amount allocable to the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the end of the day on the Closing Date using a “closing of the books” methodology; provided that for purposes of this Agreement if that clause (iii), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes; and (iv) in the case of Taxes in the form of interest, penalties or additions, all such Taxes shall be treated as attributable to a Pre-Closing Tax Return is filed Period to the extent relating to a Tax for a Pre-Closing Tax Period (determined in accordance with respect to any period that includesclauses (i) through (iii) above) whether such items are incurred, accrued, assessed or any event that occurs similarly charged on, any date between February 2, 2005 and before or after the Closing Date, . (c) Each Party shall reasonably cooperate (and (b) of any Foreign Entity that is filed after the date of this Agreement, regardless of the period covered by the Tax Return. Seller shall provide cause its Affiliates to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fullycooperate), as and to the extent reasonably requested by the each other Party, in connection with the preparation and filing of Tax Returns pursuant to Section 6.1(a) and any examination or other Proceeding with respect to Taxes or Tax Returns of any Group Company for any Pre-Closing Tax Period or Straddle Period. Such cooperation shall include the provision of records and information which are reasonably relevant to any such inquiry, audit, audit or other proceedingProceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Following the Closing, the Company, the Subsidiaries of the Company and the Company Unitholders shall (and the Company Unitholders shall cause their respective Affiliates to) retain all books and records with respect to Tax matters pertinent to the Company and each Subsidiary relating to any taxable period (or portion thereof) beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Company Unitholders, any extensions thereof) of the respective taxable periods, and Purchaser to abide by all record retention agreements entered into with any Tax Authority. The Company Unitholders shall have (and shall cause their respective Affiliates to) provide any information reasonably requested to allow PTIC II or the sole right Company and each Subsidiary thereof to direct comply with any information reporting or withholding requirements contained in the response to the inquiry, audit, Code or other proceeding if applicable Laws or to compute the Tax at issue is a Working Capital Obligation amount of payroll or is other employment Taxes due with respect to any Foreign Entitypayment made in connection with this Agreement. (d) All Transfer Taxes incurred in connection with the transactions contemplated by this Agreement shall be borne equally by PTIC II, on the one hand, and the Company Unitholders, on the other hand. All necessary Tax Returns and other documentation with respect to all such Transfer Taxes shall be timely filed by the party primarily responsible for such filing under applicable Law and such party shall promptly provide a copy of such Tax Return to PTIC II or the Company Unitholders, as applicable, and PTIC II or the Company Unitholders, as applicable, shall provide, in immediately available funds, one-half (1/2) of the amount of any such Transfer Tax in a timely manner to the primarily responsible party to allow such party to pay timely such Transfer Tax, which such party shall do and shall provide promptly proof of such payment to PTIC II or the Company Unitholders, as applicable. The Parties shall reasonably cooperate to establish any available exemption from (or reduction in) any Transfer Taxes. (e) Without the prior written consent of PTIC II, the Company Unitholders and each Group Company shall not, and shall cause their respective Affiliates not to, make or cause to be made any election under Treasury Regulation Section 301.9100-22 (or any similar provision of state, local, or non-U.S. Laws) with respect to any Group Company. With respect to any audit, examination or other Proceeding of any Group Company for any Pre-Closing Tax Period and for which the election provided for in Section 6226 of the Code (or any similar provision of state, local, or non-U.S. Laws) is available, unless otherwise determined by PTIC II, the Company Unitholders and each Group Company shall, or shall cause their respective applicable Affiliates to, timely make, and to the extent required, fully cooperate with PTIC II and each Group Company to make, all such available elections in accordance with applicable Laws. The Company Unitholders and each Group Company shall, and shall cause their respective applicable Affiliates to, comply with all applicable Laws with respect to the making and implementation of any such election. From and after the Closing, the Sellers’ Representative shall control any Proceeding in respect of Taxes of any Group Company that is a Flow-Thru Entity for any Pre-Closing Tax Period (or Straddle Period); provided, that, (i) PTIC II shall have the right to fully participate (at the Company’s cost and expense) in any such Proceeding and (ii) no such Proceeding shall be settled or compromised without the prior written consent of PTIC II (not to be unreasonably withheld, conditioned, or delayed).

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return From the date hereof until the Closing Date, Company (a) of any Seller that is will prepare and timely file with the relevant Taxing authority all Company Tax Returns required to be filed after the date of this Agreement if that Tax Return is filed during such period ("Post-Signing Returns"), which Post-Signing Returns shall be accurate in all material respects, or permitted extensions with respect thereto, (b) will timely pay all Taxes due and payable with respect to any period that includessuch Post-Signing Returns, (c) will pay or any event that occurs on, any date between February 2, 2005 and otherwise make adequate provision for all Taxes payable by Company for which no Post-Signing Return is due prior to the Closing Date, and (d) will promptly notify Acquiror of any action, suit, proceeding, claim or audit pending against or with respect to Company in respect of any Taxes. The final S Corporation federal and state Tax Returns for the period ending as of the Closing Date shall be filed with respect to the Company on or before September 15, 2000, including (a) a federal Tax Return, (b) of a Massachussets Tax Return and (c) any Foreign Entity that is and all other state tax returns required to be filed after by Company (the date of this Agreement, regardless of "September 2000 Company Tax Returns"). Acquiror shall be entitled to withhold from the period covered by Holdback Consideration an amount sufficient to pay the Tax Return. Seller shall provide to Purchaser due under the September 2000 Company Tax Returns and use the same as security for its review and comment all income the Company Stockholder's payment of such tax due under the September 2000 Company Tax Returns, including German less any amount payable by Acquiror to the Company Stockholders under the following paragraph. The Company Stockholders and their certified public accountant shall prepare the September 2000 Company Tax Returns prior to September 1, 2000, which shall be reviewed and approved by Acquiror and its certified public accountants prior to filing. The September 2000 Company Tax Returns shall be filed no later than September 15, 2000. Upon filing of the September 2000 Company Tax Returns, Acquiror shall pay to the Company Stockholders an amount equal to the lesser of (i) $250,000, if the total federal and German trade state taxes due (a) pursuant to Section 1374, and (b) on the gain from the sale of assets related to the Section 338(h)(10) election under the September 2000 Company Tax Returns, is equal to or exceeds $500,000, or (ii) one half the total tax due under the September 2000 Company Tax Returns, if the total federal and state taxes due (a) pursuant to Section 1374, and (b) on the gain from the sale of assets related to the Section 338(h)(10) election thereunder, is less than $500,000. Upon receipt of evidence reasonably satisfactory to Acquiror that all Taxes due with respect to the September 2000 Company Tax Returns and have been paid in full, Acquiror shall release to the Company Stockholders the portion of the Holdback Consideration withheld pursuant to the immediately preceding paragraph. In the event that any similar returns Taxing authority asserts a Tax deficiency against the Company for any Taxes due with respect to be filed in any jurisdiction, as soon as they become available, even the September 2000 Company Tax Returns prior to May 15the release to the Company Stockholders of the portion of the Holdback Consideration withheld pursuant to the immediately preceding paragraph, 2007. Seller the Company may use such withheld portion to pay such asserted deficiency as the Company and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filedAcquiror may elect, and Seller the Company and Acquiror shall make have no obligation to challenge such revisions deficiency. The Company and the Acquiror shall not take any action which would compromise the ability of the Company Stockholders to challenge such Tax Returns as are reasonably requested by Purchaserclaimed deficiency following payment thereof, and expressly acknowledge the Company Stockholders' right to challenge any claimed deficiency on behalf of the Company following payment thereof. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding Any amounts reimbursed by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is authorities with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser such deficiency shall cooperate fully, as and be paid to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign EntityCompany Stockholders.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The parties agree as follows: (i) Without the written consent of Buyer, Cannabist and the Member (and, prior to the Closing, the Company and its Affiliates) shall not, to the extent it may affect, or relate to, the Company, make, change or rescind any Seller 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 other transaction that is filed would have the effect of increasing the Tax liability of Buyer, Buyer’s Affiliates or the Company after the date Closing Date. (ii) Cannabist, at Cannabist’s and the Member’s sole cost and expense, shall (A) prepare any IRS Form 1065 including the associated Schedule K-1s thereto (and any comparable state and local Tax Returns) of this Agreement if the Company for any Pre-Closing Tax Period (the “Member Prepared Returns”); and (B) timely pay all Taxes that Tax Return is filed are shown as payable with respect to any period that includesMember Prepared Returns. All Member Prepared Returns shall be prepared in accordance with existing procedures and practices of the Company, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) of any Foreign Entity that is unless otherwise required by Law. Each Member Prepared Return filed after the Closing Date shall be submitted to Buyer for Buyer’s review and comment at least 30 days prior to the due date of this Agreement, regardless of the period covered by the Tax Return. Seller The Member shall provide incorporate any reasonable comments made by Xxxxx in the final Tax Return prior to Purchaser filing. No Member Prepared Return may be amended after the Closing without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (iii) Buyer shall cause the Company to prepare and timely file all Tax Returns (other than the Member Prepared Returns) of the Company due after the Closing Date (the “Buyer Prepared Returns”). To the extent that a Member Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices of the Company, unless otherwise required by Law. Each Buyer Prepared Return that shows an Indemnified Tax shall be submitted to Cannabist for its Cannabist’s review and comment all at least 30 days prior to the due date of the Tax Return (or, with respect to any Buyer Prepared Return that is not an income Tax ReturnsReturn, including German within a reasonable time prior to the due date of the Tax Return). Buyer shall incorporate any reasonable comments made by Cannabist in the final Tax Return prior to filing. No failure or delay of Buyer in providing Buyer Prepared Returns for Cannabist to review shall reduce or otherwise affect the obligations or liabilities of the Member pursuant to this Agreement. (iv) The Parties agree that the Tax year of the Company shall end for U.S. federal income Tax purposes as of the end of the Closing Date and, to the extent permissible under applicable Laws, the Company shall elect to have each of its other Tax years end as of the end of the Closing Date. (b) The Member, Cannabist, Buyer and German trade the Company each shall (i) assist in the preparation and timely filing of any Tax Return of the Company pursuant to this Section 6.3; (ii) assist in any audit or other legal Proceeding with respect to Taxes or Tax Returns of the Company addressed by this Section 6.3; (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Company with respect to any Pre-Closing Tax Period or Straddle Period; and (iv) provide any similar returns information in their possession and control necessary or reasonably requested to be filed allow Buyer or the Company to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws with respect to the transactions contemplated by this Agreement or to compute the amount of payroll or other employment Taxes due with respect to any jurisdiction, as soon as they become available, even payment made in connection with this Agreement. (c) For purposes of determining whether the following Taxes are attributable to a Pre-Closing Tax Period (or the portion of any Straddle Period ending on or prior to May 15the Closing Date) the Parties agree as follows: (i) In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, 2007. Seller the amounts that are attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and Purchaser the denominator of which is the number of calendar days in the entire Straddle Period. (ii) In the case of Taxes in the form of interest or penalties, all such Taxes shall work be treated as attributable to compile a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) to the extent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (iii) In the case of Taxes imposed on the Company or Buyer or any other Buyer Indemnified Party as a result of income of any Flow-Thru Entity owned by May 15the Company realized prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), 2007 all such Taxes shall be treated as Taxes of the Company for a list Pre-Closing Tax Period. (iv) In the case of Taxes imposed on the Company with respect to the payment of any Transaction Expenses (other than Transaction Expenses incurred subsequent to the Closing at the discretion of Buyer), such Taxes shall be treated as Taxes of the Company for a Pre-Closing Tax Period. (v) In the case of all other applicable Taxes for a Straddle Period (including income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company filed a separate Tax Returns which will Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of this clause (v), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be made available allocated to Purchaserthe portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes. (d) If any Governmental Entity issues to the Company (i) a written notice of its intent to audit or conduct another Proceeding with respect to Taxes for any Pre-Closing Tax Period or Straddle Period or (ii) a written notice of deficiency for Taxes for any Pre-Closing Tax Period or Straddle Period, Buyer shall notify Cannabist of its receipt of such communication from the Governmental Entity within 30 days of receipt. No failure or delay of Buyer in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of the Member pursuant to this Agreement. The Company shall control any audit or other Proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”); provided, however, that Purchaser (A) Cannabist, at Cannabist’s and the Member’s sole cost and expense, shall make have the final determination right to participate in any such Tax Contest to the extent it relates to a Pre-Closing Tax Period or Straddle Period; (B) Buyer shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates solely to Taxes for a Pre-Closing Tax Period without the consent of Cannabist (which shall not be unreasonably withheld, delayed or conditioned). (e) Buyer and the Member intend for the purchase of the Equity contemplated by this Agreement to be treated for U.S. federal, state and local income Tax purposes as a transaction governed by Rev. Rul. 99-6, 1999 1 C.B. 434 (Situation 2), with the Member being treated as having sold its Equity, and Buyer being treated as acquiring all of the assets of the Company, in exchange for the Purchase Price (as adjusted pursuant to which the terms of this Agreement). The Purchase Price (including adjustments thereto) shall be allocated by Buyer and the Member among the assets of the Company in accordance with Code Section 1060. A statement setting forth such allocation shall be provided by Buyer to the Member within 90 days after the Closing and shall be updated as required by Buyer under Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Asset Purchase Price Allocation”). Buyer shall prepare its IRS Form 8594 consistently with the Asset Purchase Price Allocation. The Parties shall report, act and file all Tax Returns it in all respects and for all purposes consistent with the Asset Purchase Price Allocation and this Section 6.3, and no party shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with Rev. Rul. 99-6, the Asset Purchase Price Allocation Schedule or this Section 6.3 unless required to do so by applicable Law. (f) All federal, state, local, non-U.S. transfer, excise, sales, use, ad valorem, value added, registration, stamp, recording, property and similar Taxes or fees applicable to, imposed upon, or arising out of the transfer of the Equity or any other transaction contemplated by this Agreement and all related interest and penalties (collectively, “Transfer Taxes”) shall be permitted to review paid by the Member. (g) To the extent there is a conflict between this Section 6.3 and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is Section 6.4 with respect to any period that includes, Taxes or any event that occurs onTax matter, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser provisions of this Section 6.3 shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entitycontrol.

Certain Tax Matters. Seller 6.8.1. The Equityholder Representative shall permit Purchaser have the right to review cause to be prepared (and comment on each in such event the Company shall subsequently file), all income and other material Tax Return (a) Returns of the Company or any Seller that is filed after the date of this Agreement if that Tax Return is filed its Subsidiaries with respect to any taxable period (or portion thereof) ending on prior to the Closing Date that includesare due after the Closing Date (“Pre-Closing Tax Returns”). Following the Closing and until the Survival Date, Parent shall not, and shall cause its Affiliates not to, amend any Pre-Closing Tax Return without the prior written consent of the Equityholder Representative (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent the Equityholder Representative does not elect to prepare and file, or any event cause to be prepared and filed, Tax Returns as set forth above, Parent shall prepare and file, or cause to be prepared and filed, such Tax Returns; provided, Parent shall prepare and file, or cause to be prepared and filed, such Tax Returns consistent with past practice; provided further that occurs on, any date between February 2, 2005 and the Closing Date, and (b) Parent shall provide the Equityholder Representative copies of any Foreign Entity that is filed after Tax Returns prepared pursuant to this sentence not less than twenty (20) days prior to the date of this Agreement, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar such returns are required to be filed in for comments, and shall include any jurisdictioncomments reasonably requested by the Equityholder Representative. The provisions of this Section 6.8.1 shall apply only until the Survival Date. 6.8.2. In the event Parent or its Affiliates receives notice of any audit, examination, claim or other proceeding with respect to which Parent may be indemnified pursuant to Section 9.1 (a “Tax Proceeding”), Parent shall inform the Equityholder Representative of such Tax Proceeding as soon as they become available, even prior possible but in any event within thirty (30) days after the receipt of notice thereof. The Equityholder Representative shall have the right to May 15, 2007. Seller control the conduct and Purchaser shall work to compile by May 15, 2007 resolution of any Tax Proceeding in a list of all other applicable Tax Returns which will be made available to Purchasermanner it deems appropriate; provided, however, that Purchaser (i) Parent shall make have the final determination as right to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review participate in any such Tax Returns promptly such that they can be timely filedProceeding, and Seller at its own expense, (ii) the Equityholder Representative shall make such revisions to keep Parent reasonably informed of the status of such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give Proceeding (including providing Parent with copies of all material written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of correspondence regarding such Tax Proceeding) and (xiii) any Seller if such inquiry, audit, Tax Proceeding could reasonably be expected to have a material impact on any taxable period (or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and portion thereof) beginning after the Closing Date or result in a material Tax cost to Parent (y) including, for the avoidance of doubt, the material reduction in any Foreign Entity for any period. Seller and Purchaser Tax attributes), the Equityholder Representative shall cooperate fully, as and not consent to the extent reasonably requested by entry of any judgment with respect to such Tax Proceeding, enter into any settlement with respect to such Tax Proceeding or cease defending such Tax Proceeding without the other Partyconsent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). 6.8.3. Until the Survival Date, Parent shall, and shall cause the Company and its Subsidiaries to, cooperate with the Equityholder Representative in connection with the preparation of any Pre-Closing Tax Return and in connection with any such inquiry, audit, or other proceedingTax Proceeding. Parent shall, and Purchaser shall have cause the sole right to direct the response to the inquiryCompany and its Subsidiaries to, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is retain all books and records with respect to income Tax matters pertinent to the Company and its Subsidiaries relating to taxable periods or portions thereof ending on the Closing Date until the expiration of the statute of limitations (taking into account any Foreign Entityextensions thereof) applicable to such taxable periods. Without limiting the foregoing, until the Survival Date, Parent will (and will cause the Surviving Corporation to) cooperate with the Equityholder Representative to enable it to utilize the Surviving Corporation’s existing tax return preparation firm(s) solely with respect to Pre-Closing Tax Returns that the Equityholder Representative prepares or causes to be prepared pursuant to Section 6.8.1. Such cooperation may include providing access to books and records and accounting staff, and delegating authority to the Equityholder Representative under such firm’s engagement agreement sufficient for such firm to take direction from the Equityholder Representative, or otherwise ensuring that the Equityholder Representative will have access to (and the ability to direct, even if indirectly through the Surviving Corporation) such firm. 6.8.4. Parent and the Equityholders shall each pay, or cause to be paid, fifty percent (50%) of the amount of any documentary, sales, use, real property transfer, real property gains, registration, value-added, transfer, stamp, recording, and other similar Taxes, fees, and costs, together with all interest thereon, penalties, fines, costs, additions to Tax and other additional amounts with respect thereto (“Transfer Taxes”), which may be imposed in connection with the transactions contemplated by this Agreement. Parent shall timely file any Tax Return with respect to such Transfer Taxes.

Certain Tax Matters. Seller (i) The Company shall permit Purchaser prepare, or cause to review be prepared, and comment file, or cause to be filed, any Tax Returns of the Company for Tax periods which end on each or before the Closing Date and which have not been filed as of the Closing Date. The Company 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 the Closing Date and end after the Closing Date. Any Tax Return filed by the Company after the Closing Date that includes a period prior to the day after the Closing Date shall be prepared on a basis consistent with past practice and shall be forwarded to Mannxxx xx less than 60 days prior to the due date for that Tax Return for Mannxxx'x xxxiew. Mannxxx xxxll have 30 days from the date of receipt of such Tax Returns in which to object to any portion of a Tax Return (aif no such objection is received by the Company within 30 days of Mannxxx'x xxxeipt of the Tax Returns, Mannxxx xxxll be deemed to have approved the Tax Returns). If Mannxxx xxxects to any portion of a Tax Return forwarded to him, Mannxxx xxx the Company shall negotiate in good faith to achieve a mutually acceptable reporting position for the Tax Return. If Mannxxx xxx the Company are not able to reach agreement on a reporting position by the date 15 days prior to the due date for the Tax Return, Mannxxx xxx the Company shall present their respective positions to an accounting firm of national reputation that has no ties to either Mannxxx xx the Company, which shall decide between the two positions, consistent with past practice. The decision of the accounting firm so chosen shall be binding on the parties and the Tax Return shall be so filed. (ii) With respect to any Tax periods ending after the Closing Date, the Company may 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, 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 Seller that is filed after the date of this Agreement if that Tax Return is filed or the payment of any Tax; provided that the Company shall not take such action without the prior written consent of Mannxxx xx such action would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax asset of the Company or the Sellers with respect to any period that includes, Tax periods or any event that occurs on, any date between February 2, 2005 and portion thereof ending on or prior to the Closing Date, and (b) of any Foreign Entity that is filed after the date of this Agreement, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entity.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) of any Seller that is filed after the date of this Agreement if that Tax Return is filed with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and After the Closing Date, and Meer will not amend in any material respect, or consent to any material adjustment to, any Meer Return (or any other federal or state income tax return for any taxable year ended on or before the Closing Date) in a manner that would increase the tax liability of the Stockholder without the Stockholder's written consent, which shall not be unreasonably withheld. (b) On the Closing Date Meer shall distribute to the Stockholders, pro rata in accordance with their respective holdings of any Foreign Entity that is filed after Meer Common Stock, an aggregate of $2,010,719.04 (the date of this Agreement"Distribution Amount"), regardless representing 44% of the estimated taxable income for Meer for the fiscal period covered ("Fiscal Period") ending on the Closing Date. (c) A final determination ("Determination") of the taxable income of Meer for the Fiscal Period ending on the Closing Date shall be undertaken and completed within seventy-five (75) days of the Closing Date. The Determination shall be computed in a manner consistent with the computation of Meer's taxable income for prior fiscal years. The Determination shall be undertaken by the Tax ReturnParent's certified public accountants. Seller Upon completion of the Determination, the Parent shall provide to Purchaser for its review and comment all notify the Stockholders of the actual taxable income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May amount ("Amount"). The Stockholders shall have a period of fifteen (15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list ) days after receipt of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make notice of the final determination as to which Tax Returns it shall be permitted Amount to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is the Parent's calculations with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as same and to deliver to the extent reasonably requested by Parent written notification of any dispute concerning the other PartyDetermination, along with a brief explanation in reasonable detail to support the Stockholders' position in respect thereof. The Parent's certified public accountants will cooperate with the Stockholders in connection with the Stockholders' review of the Parent's calculations, work papers and other information compiled by the Parent or its certified public accountants in connection with the calculation of the Amount. In the event of any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is dispute with respect to the Amount, the Parent and Stockholders shall consult to resolve any Foreign Entitydispute for a period of twenty (20) business days following notification thereof. If such twenty (20) day consultation period expires and the dispute has not been resolved, the dispute shall be submitted to a certified public accounting firm agreeable to the Stockholders and Parent, the cost of which shall be borne equally by the Stockholders and Parent. In the event the parties are unable to agree upon an independent certified public accounting firm, the Parent and the Stockholders shall each select one such certified public accounting firm, and the firm so selected shall select a third, independent certified public accounting firm. The independent certified public accounting firm mutually agreed upon by the Parent and Stockholders (or in the event they are unable to agree, an independent certified public firm selected by the accounting firms selected by the Parent and Stockholders as provided in the immediately preceding sentence) (the "CPA Firm") shall make its determination of the Amount, which determination will be final and binding upon the parties hereto. Payment of any adjustment of the Distribution Amount pursuant to this Section 6.8(c) and the fees and expenses of the CPA Firm shall be made by the appropriate party or parties within ten (10) days after completion of the Determination or resolution of any disputes by the independent certified public accounting firms, whichever shall last occur.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The sum of any Seller that is filed the Purchase Price and the Assumed Liabilities shall be allocated among the Purchased Assets and the covenants contained in Sections 5.7 and 5.8 as of the Closing (the “Allocation”). Within ten (10) Business Days after the date Closing, Buyer shall provide Company with a proposed Allocation for Company’s review and comment. If Company does not provide any comments to Buyer in writing within ten (10) Business Days following delivery by Buyer of the proposed Allocation, then the Allocation proposed by Buyer shall be deemed to be final and binding absent manifest error. If, however Company submits comments to Buyer within such ten (10) Business Day period, Buyer and Company shall negotiate in good faith to resolve any differences within ten (10) Business Days. If Company and Buyer are unable to reach a resolution within such ten (10) Business Day period, then all remaining disputed items shall be submitted for resolution by an internationally-recognized, independent accounting firm mutually selected by Buyer and Company (the “Allocation Accounting Firm”), which shall make a final determination as to the disputed items within ten (10) Business Days after such submission, and such determination shall be final, binding and conclusive on Company and Buyer. The fees and disbursements of the Allocation Accounting Firm shall be shared equally between Company and Buyer. Any subsequent adjustments to the sum of the Purchase Price and Assumed Liabilities shall be reflected in the Allocation in a manner consistent with Section 1060 of the Code and the Regulations thereunder. For all Tax purposes, Buyer and Company agree that the transactions contemplated in this Agreement if that Tax Return is filed shall be reported in a manner consistent with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) of any Foreign Entity that is filed after the date terms of this Agreement, regardless including the Allocation, and that none of the period covered by the them will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. Seller Each of Company and Buyer agrees to cooperate with the other in preparing IRS Form 8594, and to furnish the other with a copy of such Form prepared in draft form within a reasonable period before its filing due date. (b) Company shall provide to Purchaser for its review prepare and comment timely file, in a manner consistent with past practice, all income Tax Returns, including German federal and German trade Tax Returns and any similar returns amendments thereto related to the Purchased Assets required to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of or for Company for all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, taxable periods ending on or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and before the Closing Date or (ywhich specifically excludes filings of personal Returns to be made by Skae). (c) any Foreign Entity for any period. Seller Buyer and Purchaser Company shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Returns and any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, litigation or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to Taxes. Such cooperation shall include the retention of records and information which are reasonably relevant to any Foreign Entitysuch 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. Company shall (A) retain all books and records with respect to Tax matters pertinent to Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Body, and (B) give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer so requests, Company shall allow Buyer to take possession of such books and records.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) All Transfer Taxes incurred in connection with this Agreement and the transactions contemplated herein shall be shared equally by Seller and Buyer. Each Party shall use Reasonable Efforts to minimize such Transfer Taxes. Buyer shall timely prepare and file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all such Transfer Taxes. Buyer shall submit such Tax Returns to Seller for Seller’s review and approval at least thirty (30) days prior to the filing date of such Tax Return. If Seller disputes any item on such Tax Returns, within fifteen (15) days following the receipt by Seller of the applicable Tax Return, Seller shall provide written notice to Buyer specifying the disputed item (or items) and the basis for its objection in reasonable detail. If Seller does not object to such Tax Return within such period, it shall be deemed agreed upon by the Parties and Buyer shall be permitted to file such Tax Return in the form provided to Seller. Prior to the filing of any Tax Return relating to Transfer Taxes, Seller shall pay to Buyer its share of such Transfer Taxes. (b) The Parties shall attempt to resolve any dispute with respect to any such Tax Return relating to Transfer Taxes within ten (10) days after Buyer receives notice of such dispute from Seller. If during such ten (10) day period any dispute cannot be resolved, the Parties shall, within three (3) days thereafter, submit the item in question to a mutually agreed upon arbitrator, which shall be an independent, nationally recognized accounting firm, to resolve the dispute. If Buyer and Seller are unable to mutually agree upon such arbitrator within twenty (20) days, either Buyer or Seller may thereafter request that is filed the American Arbitration Association select an arbitrator and such selection shall be binding upon the Parties. Such arbitrator shall be instructed to deliver to the Parties a written determination of any revisions to the Tax Return within five (5) days after the date of this Agreement if that Tax Return is filed with respect referral thereof to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) such arbitrator. The Parties agree to accept such arbitrator’s determination of any Foreign Entity that is filed after the date of this Agreement, regardless of the period covered by revisions to the Tax Return. The cost of the services of such arbitrator shall be borne equally by Buyer and Seller. To the extent required by applicable Tax Laws, Seller or any of its Affiliates shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade join in the execution of any such Tax Returns or other documentation. (c) Buyer shall not, and shall not cause or permit the Acquired Entities or any similar returns of Buyer’s Affiliates to, file an amended Tax Return with respect to be filed in the Acquired Entities for any jurisdiction, as soon as they become available, even Taxable Periods ending on or prior to May 15the Closing Date or the portion of any Straddle Period ending at the end of the day on the Closing Date (each such Taxable Period or portion thereof, 2007. Seller and Purchaser a “Pre-Closing Period”) without obtaining the prior written consent of Seller, which consent shall work to compile by May 15not be unreasonably withheld, 2007 a list of all other applicable Tax Returns which will be made available to Purchaserconditioned or delayed; provided, however, that Purchaser if any amendment, modification or change is required by Law, Buyer shall, prior to making such amendment, modification or change, provide Seller with a draft of the subject amended Tax Return for Seller’s review and approval (such approval not to be unreasonably withheld, conditioned, or delayed) at least twenty (20) days prior to the filing date of such amended Tax Return. Notwithstanding the above, Seller may withhold consent in its sole and absolute discretion if such amended Tax Return is a combined, consolidated, unitary, affiliated group or similar Tax Return. The following provisions shall make govern the final determination allocation of responsibility as between the Parties for certain Tax matters following the Closing Date: (i) Seller shall prepare or cause to which be prepared and file or cause to be filed all Tax Returns for or with respect to the Acquired Entities for all Taxable Periods ending on or prior to the Closing Date (including, for the avoidance of doubt, Tax Returns on a combined, consolidated or unitary basis with Seller) regardless of when they are to be filed. Except as otherwise provided in this Section 5.4, Seller shall pay, or cause to be paid on each Acquired Entity’s behalf, the Taxes attributable to such Acquired Entity with respect to such Taxable Periods (including any amounts due to Seller or any of its Affiliates under any agreements or arrangements with respect to any liability for, or sharing of, Taxes), but only to the extent such Taxes were not included in Adjusted Net Working Capital reflected in the Final Closing Adjustment Amount. If such Taxes were included in Adjusted Net Working Capital reflected in the Final Closing Adjustment Amount, the applicable Acquired Entity or Buyer shall be responsible for and shall pay, or shall be entitled to the benefit of (in the case of a prepaid Tax), as the case may be, the amount of such Taxes; if Seller pays such Taxes on behalf of any Acquired Entity, the applicable Acquired Entity or Buyer shall reimburse Seller therefor within fifteen (15) days after receipt by Buyer of written notice that the Taxes have been paid. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Acquired Entities for Taxable Periods which begin on or before the Closing Date and end after the Closing Date (a “Straddle Period”). Any Tax Return to be prepared by Buyer pursuant to this Section 5.4(c)(ii) shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except for changes required by changes in applicable Tax Laws or changes in facts. Buyer shall provide Seller a copy of such Tax Return reasonably in advance of, and not less than thirty (30) days prior to, the due date for filing such Tax Return (unless such Tax Return is required to be filed within one month of the relevant transaction, in which case a copy of such Tax Return can be provided not less than ten (10) days prior to the due date for filing such Tax Return) and shall not file such Tax Return without Seller’s written consent, which shall not -38- be unreasonably withheld, conditioned or delayed. If Seller disputes any item on such Tax Returns, within fifteen (15) days following the receipt by Seller of the applicable Tax Return, Seller shall provide written notice to Buyer specifying the disputed item (or items) and the basis for its objection in reasonable detail. If Seller does not object to such Tax Return within such period, it shall be deemed agreed upon by the Parties and Buyer shall be permitted to review and comment on. Purchaser shall review file such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions Return in the form provided to Seller. Any disputes between the Parties with respect to such Tax Returns shall be resolved in accordance with Section 5.4(b). If the Parties cannot resolve any disputed item, the item in question shall be resolved in accordance with Section 5.4(b). Except as otherwise provided in this Section 5.4, Seller shall pay, or cause to be paid, to Buyer within fifteen (15) days after receipt by Seller of written notice that the Taxes have been paid with respect to such Taxable Periods an amount equal to the portion of such Taxes that relates to the portion of such Taxable Periods ending at the end of the day on the Closing Date, but only to the extent such Taxes were not included in Adjusted Net Working Capital reflected in the Final Closing Adjustment Amount. For purposes of this subsection, in the case of any Taxes that are imposed and are payable for a Straddle Period, the portion of such Taxes which relate to the portion of such Taxable Period ending at the end of the day on the Closing Date shall, in the case of any Taxes imposed on a periodic basis (such as real property Taxes) and notwithstanding the date that any Liens may attach to the relevant assets on account of such Taxes, be deemed to be the amount of such Tax for the entire Taxable Period during which such Taxes accrue multiplied by a fraction, the numerator of which is the number of days in the Taxable Period ending at the end of the day on the Closing Date and the denominator of which is the number of days in the entire Taxable Period. In the case of non-periodic Taxes (i.e., such as Taxes that are (w) based upon or related to income or receipts, (x) imposed in connection with any capital or debt restructuring, (y) imposed in connection with any sale, distribution, or other transfer or assignment of property (real or personal, tangible or intangible) or (z) payroll and similar Taxes), the portion of such Tax which relates to the portion of such Taxable Period ending at the end of the day on the Closing Date shall be determined based on a closing of the books of the Marketing Company Group at the end of the day on the Closing Date. (iii) Notwithstanding the foregoing, Buyer shall be solely responsible for the payment of Taxes attributable to Taxable Periods or portions thereof beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date (each such Taxable Period or portion thereof, a “Post-Closing Period”) and shall indemnify Seller for any Taxes to the extent such Tax results from or is attributable to actions taken by Buyer or its Affiliates (including, for this purpose, actions taken by the Acquired Entities on or after the Closing Date). (d) Each Party shall provide the other Party with such assistance as may reasonably be requested by Purchaserthe other Party in connection with the preparation of any Tax Return, any audit or other examination by any Tax Authority or any judicial or administrative proceedings relating to liability for Taxes, and each shall retain and provide the requesting -39- Party with any records or information which may be relevant to such return, audit or examination, proceedings or determination. Any information obtained pursuant to this Section 5.4 or pursuant to any other Section hereof providing for the sharing of information relating to or review of any Tax Return or other schedule relating to Taxes shall be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall Seller be obligated to provide Buyer with any records or information related to any combined, consolidated, unitary, affiliated group, or similar Tax Return; provided, however, that Seller shall promptly give written notice be instead obligated to Purchaser deliver pro forma Tax Returns relating solely to the relevant Acquired Entity. (e) In the case of any inquiryaudit, auditexamination, or other proceeding by any Taxing authority of (x“Tax Proceeding”) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, Taxable Periods ending on or any event that occurs on, any date between February 2, 2005 and before the Closing Date Date, Buyer shall promptly inform Seller in writing of such Tax Proceeding. In the event Buyer fails to timely provide Seller with written notice of such Tax Proceeding, Seller’s obligation to indemnify Buyer or (y) its Affiliates hereunder shall be reduced only to the extent of any Foreign Entity for Adverse Consequence arising as a result of such failure to notify. In the case of any period. Tax Proceeding subject to this Section 5.4(e), Seller shall be entitled, at Seller’s expense, to control the conduct of such Tax Proceeding; provided, however, that Buyer shall have the right, at Buyer’s expense, to attend and Purchaser participate in such Tax Proceeding and give comments which Seller shall cooperate fullyreasonably consider, as but only if and to the extent reasonably requested by the other Partysuch Tax Proceeding does not pertain to or include a combined, in connection with unitary, affiliated group or similar Tax Return that includes Seller or any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entityof Seller’s Affiliates.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The Stockholders’ Representative shall have the right to prepare, or cause to be prepared, all federal, state and local Tax Returns of any Seller that is the Company and its Subsidiaries to be filed after the date of this Agreement if that Tax Return is filed with respect Closing Date which relate to any a taxable period that includes, ending on or any event that occurs on, any date between February 2, 2005 and before the Closing Date, including any short taxable period (and (b) of any Foreign Entity that is filed after shall reasonably cooperate with the date of this Agreement, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed Company’s personnel in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaserconnection therewith); provided, however, (i) the Company and its Subsidiaries shall bear all reasonable costs of preparing and filing such Tax Returns, (ii) the Stockholders’ Representative shall deliver to Buyer for its review, comment and approval (which approval will not be unreasonably withheld) a copy of the proposed Tax Return no later than thirty (30) days prior to the filing date of such Tax Return (including extensions thereof) and (iii) the Stockholders’ Representative shall confirm in writing that Purchaser shall make the final determination as to which proposed Tax Return has been prepared in a manner that is consistent with the past Tax practices and consistent with the past Tax Returns it of the Company and its Subsidiaries. The Company and its Subsidiaries shall be permitted to review and comment on. Purchaser shall review file all such Tax Returns promptly such that they can and shall pay the amount of any Taxes shown due thereon to the appropriate Tax authorities. (b) The Buyer shall prepare, or cause to be timely prepared, and shall file, or cause to be filed, and Seller all Tax Returns other than the Tax Returns which the Stockholders’ Representative shall make such revisions prepare, or cause to be prepared, pursuant to Section 6.6(a) but if any such Tax Return relates to any period beginning before the Closing Date, (i) the Buyer shall deliver to the Stockholders’ Representative for its review, comment and approval (which approval will not be unreasonably withheld) a copy of the proposed Tax Return no later than thirty (30) days prior to the filing date of such Tax Return (including extensions thereof) and (ii) the Buyer shall confirm in writing that the proposed Tax Return has been prepared in a manner that is consistent with the past Tax practices and consistent with the past Tax Returns as are reasonably requested by Purchaser. Seller of the Company and its Subsidiaries. (c) The Stockholders’ Representative shall promptly give written have the right, at the expense of the Significant Stockholders, to control any Tax audit, initiate any claim for refund, contest, resolve and defend against any assessment, notice to Purchaser of any inquiry, auditdeficiency, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, auditadjustment or proposed adjustment, or other proceeding is with respect contest to any extension or waiver of the limitations period that includesapplicable to any Tax claim or assessment (a “Tax Matter”), or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and in each case to the extent reasonably requested relating to all Taxes attributable to taxable periods of the Company and its Subsidiaries covered by the other Partyrepresentations under Section 4.11 above. If the Buyer is not entitled to control the Tax Matter under the foregoing provisions, the Stockholders’ Representative will provide, or cause to be provided, to the Buyer copies of all correspondence received from or delivered to the taxing authority in connection with such Tax Matter. (d) If the Stockholders’ Representative does not elect to control a Tax Matter under Section 6.6(c) or otherwise does not control a Tax Matter which relates in whole or in part to taxable periods of the Company and its Subsidiaries covered by the representations under Section 4.11 hereof, (i) the Buyer will use good faith efforts for the benefit of the Company and its Subsidiaries and the Significant Stockholders in the defense or assertion of such Tax Matter, (ii) the Buyer will provide, or cause to be provided, to the Stockholders’ Representative, copies of all correspondence received from or delivered to the taxing authority in connection with any such inquiryTax Matter, audit(iii) the Buyer, the Company and its Subsidiaries shall allow the Stockholders’ Representative to participate in such Tax Matter, and (iv) the Buyer, the Company and its Subsidiaries shall not settle such Tax Matter without the consent of the Stockholders’ Representative, which consent will not be unreasonably be withheld. (e) Any Tax refunds received by the Company and its Subsidiaries relating to a period or partial period ending on or before the Closing Date shall be paid to the Stockholders’ Representative for the benefit of the holders of the Company Shares and the Company Options, except to the extent any such amount is reflected as a receivable or other proceedingasset on the Final Closing Date Balance Sheet and taken into account in determining the Final Closing Date Net Assets Amount. (f) The Stockholders’ Representative and the Buyer shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other with any records or other information which may be relevant to such Tax Return, audit or examination, proceeding or determination, and Purchaser (iii) each 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, the Buyer shall retain, and shall cause the Surviving Corporation to retain, and the Stockholders’ Representative shall 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 which may be relevant to such Tax Returns for all tax periods or portions thereof ending before or including the sole right Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to direct review and copy the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entitysame.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) For Income Tax purposes, the Merger shall be treated pursuant to IRS Revenue Ruling 99-6, I.R.B. 1999-6 (situation 2), as (i) a sale of all of the Company Units by the Equityholders (resulting in a termination of the Company as a partnership pursuant to Section 708(b)(1) of the Code (and any Seller that is filed after comparable provision of other Tax Law) as of the date end of this Agreement if that Tax Return is filed with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date), and (bii) an acquisition by Parent of any Foreign Entity that is filed after the date of this Agreement, regardless all of the period covered by Company’s assets in exchange for the Merger Consideration (as adjusted, and taking into account other items treated as purchase price for Income Tax Returnpurposes). Seller The Agent shall control and file, or cause to be filed (as a Company Expense), the final partnership Income Tax Return for the Company and the 2015 Income Tax Returns for Hi-Tech Care, Inc. and Infinity Home Care Acquisition Corp.; provided, however, the Agent shall provide each such proposed Income Tax Return to Purchaser Parent for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even no less than thirty (30) days prior to May 15the filing date thereof and the Agent shall reasonably consider all comments thereon. The parties agree that all deductions relating to the payment of the Indebtedness, 2007. Seller Company Expenses, Sale Bonus Payments and Purchaser shall work payments to compile by May 15, 2007 a list the holders of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and Company Phantom Units accrue on the Closing Date and shall be reported on the final Income Tax Return for the Company as a partnership (for the year ending on the Closing Date). The parties agree that they will file all Tax Returns in accordance with the foregoing, and not take any position inconsistent therewith in any Action by a taxing authority. (b) The Agent shall control and prepare, or cause to be prepared (yas a Company Expense), for the review and approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed), the allocation of the purchase price for Income Tax purposes among the assets of the Company (including the assets of any Subsidiary that is treated as an entity that is disregarded as separate from the Company for Income Tax purposes), including for purposes of Sections 751 and 1060 of the Code (and any comparable provision of other Tax Law). Within sixty (60) any Foreign Entity days after the Closing Date, the Agent will deliver to Parent a statement (the “Allocation Statement”) setting forth such allocation for any periodParent’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed). Seller The parties agree that they will file all Tax Returns in accordance with the Allocation Statement as finally approved by Parent and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other PartyAgent (including, in connection with any such inquirythe case of Parent, audit, or other proceedingIRS Form 8594), and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is not take any position inconsistent therewith in any Action by a Working Capital Obligation or is with respect to any Foreign Entitytaxing authority.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (ai) of any Seller that is filed after During the period from the date of this Agreement if to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (A) timely file all tax returns (“Post-Signing Returns”) required to be filed by or on behalf of each such entity; (B) timely pay all taxes due and payable in respect of such Post-Signing Returns that Tax are so filed; (C) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all taxes payable by such entity for which no Post-Signing Return is filed due prior to the Effective Time; (D) promptly notify Parent of any suit, claim, action, investigation, proceeding or audit (collectively, “Actions”) pending against or with respect to any period that includes, the Company or any event that occurs onof its Subsidiaries in respect of any material amount of tax and not settle or compromise any such Action without Parent’s consent; (E) not make any material tax election or settle or compromise any material tax liability, any date between February 2, 2005 and other than with Parent’s consent or other than in the Closing Date, ordinary course of business; and (bF) of any Foreign Entity that is filed after the date of this Agreementcause all existing tax sharing agreements, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review tax indemnity obligations and comment all income Tax Returnssimilar agreements, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, arrangements or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is practices with respect to any period that includes, taxes to which the Company or any event that occurs on, of its Subsidiaries is or may be a party or by which the Company or any date between February 2, 2005 and of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any tax returns described in this Section 4.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company, provided that no Post-Signing Returns shall be filed with any taxing authority without Parent’s prior written consent. (yii) any Foreign Entity for any period. Seller and Purchaser The Company shall cooperate fully, as and deliver to Parent at or prior to the extent reasonably requested by the other PartyClosing a certificate, in connection with form and substance satisfactory to Parent, duly executed and acknowledged, certifying that the payment of the Merger Consideration and any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response payments made in respect of Appraisal Shares pursuant to the inquiry, audit, or other proceeding if terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property Tax at issue is a Working Capital Obligation or is with respect to any Foreign EntityAct.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) Seller shall accurately prepare and file all federal Income Tax Returns and all other Income Tax Returns with respect to the Company for all periods ending on or prior to the Closing Date. Such Tax Returns shall include any gain or income recognized by the Company as a result of: (i) the distribution by the Company of any shares of stock of Santera Systems Inc. to Seller in November, 2003; (ii) the distribution by the Company to Seller of intellectual property and associated rights comprising and related to the ASi 4000 technology on or before the Closing Date; and (iii) the balance in the deferred revenue account of the Company on December 31, 2005 determined pursuant to Revenue Procedure 2004-34. Seller shall be responsible for the payment of all Taxes with respect to such Tax Returns. Seller shall also be responsible for (i) the accurate preparation of all Non-Income Tax Returns that is filed after the date of this Agreement if that Tax Return is are required to be filed with respect to any period the Company that includes, or any event are due before the Closing Date and (ii) for the payment of all Taxes payable with respect thereto. Buyer and its authorized representatives shall have the right to review and audit all Income Tax Returns of the Company that occurs on, any date between February 2, 2005 and are required to be filed after the Closing Date, provided that in the case of the federal Income Tax Return, such review and audit shall be limited to the portions that relate to the Company and the supporting detail and work papers. Buyer and Seller agree to consult and resolve in good faith any issues arising as a result of the review and audit of such Tax Return by Buyer or its authorized representative. If, after the Closing Date, Buyer or the Company pays any such Taxes for which Seller is responsible, Seller shall reimburse Buyer or the Company within 5 days after the date Seller is notified by Buyer or the Company that such Taxes were paid. The covenants set forth in SECTION 4.18(A) OF THE DISCLOSURE SCHEDULE are hereby incorporated into this Agreement in their entirety. (b) of any Foreign Entity Buyer or the Company shall accurately prepare and file all Non-Income Tax Returns for the Company for all periods ending prior to the Closing Date that is are required to be filed after the Closing Date. Seller shall cooperate with Buyer in filing and causing to be filed such Tax Returns. Seller shall be responsible for payment of, and shall pay when due, any Non-Income Taxes shown due on such returns or that are otherwise payable with respect to such Tax Returns. If, after the Closing Date, Buyer or the Company pays any such Non-Income Taxes for which Seller is responsible, Seller shall reimburse Buyer or the Company within 5 days after the date Seller is notified by Buyer or the Company that such Taxes were paid. (c) Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all Straddle Periods. All Taxes with respect to the Company attributable to Pre-Closing Periods shall be allocated to and paid by Seller, except to the extent such Taxes have been previously paid by Seller including amounts paid in respect of estimated Taxes, and all Taxes with respect to the Company attributable to Post-Closing Periods shall be allocated to and paid by Buyer. In the case of any Taxes with respect to the Company for a Straddle Period, the portion of such Taxes that are allocated to the Pre-Closing Period shall (x) be deemed to be the amount that would be payable if the relevant Tax period ended as of the Closing Date pursuant to an interim closing of the books in the case of all Income Taxes with respect to the Company and any Non-Income Taxes with respect to the Company not described in (y) below and (y) in the case of Non-Income Taxes with respect to the Company that cannot be allocated based upon an interim closing of the books (e.g., property or net worth taxes), be deemed to the amount of such Taxes for the entire Taxable period multiplied by a fraction, the numerator of which is the total number of days in that portion of such Taxable period ending on the Closing Date and the denominator of which is the total number of days in such Tax period. Seller shall pay to Buyer within 5 days after the date Seller is notified that Taxes with respect to the Company attributable to a Straddle Period were paid by Buyer an amount equal to the portion of such Taxes attributable to the Pre-Closing Period and shall indemnify Buyer against such portion of such Taxes. All determination necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Seller. (d) With respect to any Tax Return of the Company required to be filed by Buyer or the Company after the Closing Date for Pre-Closing Periods or Straddle Periods, Seller and its authorized representatives shall have the right to review and audit such Tax Returns prior to filing of the Tax Returns. Buyer and Seller agree to consult and resolve in good faith any issues arising as a result of the review and audit of such Tax Return by Seller or its authorized representative. (e) Buyer covenants that without the prior consent of Seller, which shall not be unreasonably withheld, it will not, and will not cause or permit the Company or any Affiliate of Buyer, to make or change any Tax election, amend any Tax Return or take any Tax position on any Tax Return, that results in any increased Tax liability of the Company or Seller in respect of any Pre-Closing Tax Period. Notwithstanding the foregoing, consent of Seller shall not be required to the extent any foregoing action by Buyer or Company is required by applicable law. (f) Buyer and Seller agree to furnish or cause to be furnished to each other, upon written request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company as is reasonably necessary for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment. Buyer and Seller shall cooperate with each other in the conduct of any audit or other proceedings involving the Company for any Tax purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection. Any Tax audit or other Tax proceeding shall be deemed to be a third party claim subject to the procedures set forth in Section 9.6 of this Agreement. (g) Buyer shall promptly pay or shall cause prompt payment to be made to Seller of all refunds of Taxes and interest thereon received by, regardless of the period covered by or credited against the Tax Return. liability of Buyer, any Affiliate of Buyer or the Company attributable to Taxes paid by Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make or the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is Company with respect to any period that includes, Pre-Closing Tax Period or any event that occurs on, any date between February 2, 2005 and portion of the Straddle Period prior to the Closing Date Date. If, with respect to a Tax Return required to be filed by the Company, Seller reasonably determines that the Company is entitled to file a claim for refund or an amended Tax Return with respect to a Pre-Closing Tax Period, Buyer shall, upon Seller's reasonable request, cause the Company to file all such claims or amended Tax Returns; provided that Buyer shall not be required to cause the Company to file any such claim or amended Tax Return if so doing (i) could have the effect of increasing the Tax liability of Buyer or the Company in any Post-Closing Tax Period or (yii) any Foreign Entity for any periodin Buyer's reasonable judgment is contrary to applicable law. Seller shall reimburse Buyer and Purchaser shall cooperate fullyCompany for all reasonable expenses incurred to comply with Seller's request, as and including any third party professional, legal or accounting fees. (h) Notwithstanding any other provisions of this Agreement to the extent reasonably requested by the contrary, all transfer, documentary, sales, use, stamp, registration, and other Party, such Taxes and fees (including any penalties and interest) incurred in connection with any such inquiry, audit, the transactions contemplated by this Agreement shall be paid by Buyer. Buyer shall at its own expense accurately file or cause to be filed all necessary Tax Returns and other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is documentation with respect to any Foreign Entitysuch Taxes and timely pay all such Taxes.

Certain Tax Matters. Seller (a) The Company shall permit Purchaser prepare and file its tax returns (including on Internal Revenue Service Form 1065) in a timely manner (taking into account extensions) and shall cause all tax returns of the Company’s Subsidiaries to be filed in a timely manner (taking into account extensions) . The Company shall cause to be delivered a draft of each IRS Form 1065 and Schedules K-1 as proposed to be filed by the Company to BHI and Investor JV for review and comment on no later than sixty (60) days after the end of each Tax Return (a) of Year, and the Company shall cooperate in good faith to address and resolve any Seller that is filed comments provided. The Company shall make a Section 754 election on the first IRS Form 1065 it files after the date hereof. (b) The Company shall prepare such information (including a Schedule K-1 and any comparable foreign, state and local tax forms) as shall be necessary to enable each Member to prepare its income tax returns and shall provide such information no later than sixty (60) days after the end of each Tax Year; provided, that the Company shall provide reasonable estimates of the information to be set forth on such Schedule K-1 on a quarterly basis to the Members holding Class B Units no later than the last day of each quarter of the Tax Year; provided, that the Company shall provide such estimate for the last quarter of each year no later than December 1. (c) By executing a joinder to this Agreement, each Member holding Class A Units authorizes the Company, at the election of the Board, to elect, to the extent applicable, to have the “Safe Harbor” described in the proposed Revenue Procedure (the “Revenue Procedure”) set forth in IRS Notice 2005-43 (the “Notice”) and Proposed Regulations Section 1.83-3(l) apply to any Class A Units in the Company on or after the effective date of such Revenue Procedure in connection with services provided to the Company. For purposes of making such Safe Harbor election, the Tax Matters Member is hereby designated as the “partner who has responsibility for federal income tax reporting” by the Company and, accordingly, execution of such Safe Harbor election by the Tax Matters Member will constitute execution of a “Safe Harbor Election” in accordance with Section 3.03 of the Notice. To the extent such election is made, the Company and each Member holding Class A Units hereby agree to comply with all requirements of the Safe Harbor described in the Notice and in the Proposed Regulations Section 1.83-3(l), to the extent such requirements are imposed in the Revenue Procedure or such Proposed Regulation, including the requirement that each Member holding Class A Units will prepare and file all federal income tax returns reporting the income tax effects of each interest in the Company issued by the Company covered by the Safe Harbor in a manner consistent with the requirements of the Revenue Procedure. (d) Each Member who acquires Class A Units shall make a timely election under Section 83(b) of the Code with respect to such Class A Units. It is the sole responsibility of a Member, and not the Company, to file the election under Section 83(b) of the Code even if such Member requests the Company or any of its representatives to assist in making such filing. Each Member who files an election under Section 83(b) of the Code with respect to Class A Units (including each Member who is required to file such an election under this Section 7.05(d)) shall provide a copy of such election to the Company on or before the due date for the filing of such election. (e) Investor JV or any Member designated by Investor JV shall be the tax matters partner of the Company as defined in Section 6231(a)(7)(A) of the Code (as in effect prior to the Budget Act) and, as of the Tax Year for which the Budget Act becomes effective and is applicable with respect to the Company, the “partnership representative” for all purposes of Section 6223 of the Code (as in effect following the Budget Act), as applicable (the “Tax Matters Member”). Without the prior written consent of all the Members holding Class B Units, the Tax Matters Member may not enter into or execute on behalf of all Members any agreement with the Internal Revenue Service, whether for the purpose of extending the statute of limitations for making an assessment of federal income taxes or the time periods relating to submitting administrative adjustment requests for the Company, affecting the amount, deductibility or credit of any Company item, or for any other purpose. The Tax Matters Member will promptly provide all the Members with copies of all correspondence received in its capacity as Tax Matters Member. The Company shall not pay any fees or other compensation to the Tax Matters Member in its capacity as such. However, the Company shall reimburse the Tax Matters Member for any and all reasonable costs and expenses (including reasonable attorneys and other professional fees) incurred by it in its capacity as Tax Matters Member. (f) The Members intend that the Company shall be treated as a partnership for federal, state, and local income tax purposes to the extent such treatment is available (and neither the Company nor any Member will make an election otherwise) and agree to take such actions as may be necessary to receive and maintain such treatment and refrain from taking any actions inconsistent therewith. Notwithstanding the foregoing, the Members intend that the Company shall not be a partnership (including a limited partnership) or joint venture and that no Member or the Company shall be a partner or joint venturer of any other Member or the Company for any purposes other than federal and, if applicable, state and local income tax purposes, and this Agreement shall not be construed to the contrary, and no Member shall be liable for the debts, liabilities or obligations of the Company or any other Member. (g) The Company shall, to the extent such election is available to the Company under applicable law and other associated interpretative guidance, use commercially reasonable efforts to make the election described under Section 6221(b) of the Code (as in effect upon the effective date of Section 1101 of the Bipartisan Budget Act of 2015, as may be amended from time to time, and any similar provisions of state or local law (the “ Budget Act”) with respect to each Tax Year of the Company that is governed by the provisions of the Budget Act, unless the Board reasonably and in good faith determines that making such an election is not in the best interest of all of the Members. To the extent such election is not available or made for any Tax Year of the Company that is governed by the provisions of the Budget Act, the Tax Matter Member shall apply the following provisions in a commercially reasonable manner in order to minimize the aggregate amount of Tax assessed and equitably allocate such amount among the Members: (i) If the Internal Revenue Service, in connection with an audit governed by the Budget Act, proposes an adjustment in the amount of any item of income, gain, loss, deduction, or credit of the Company, or any Member’s distributive share thereof, and such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Budget Act (a “Covered Audit Adjustment”), the Tax Matters Member shall elect, to the extent that such election is available and in the best interest of the Company under the Budget Act to apply the alternative method provided by Section 6226 of the Budget Act (the “Alternative Method”). To the extent the Alternative Method is not elected with respect to a Covered Audit Adjustment, the Tax Matters Member shall use commercially reasonable efforts to (A) make any modifications available under Section 6225(c)(3) and (4) of the Budget Act to the extent that such modifications are available (taking into account whether the Tax Matters Member has received any reasonably requested information on a timely basis from the Members) and would reduce any Company Level Taxes payable by the Company with respect to the Covered Audit Adjustment, and (B) if requested by a Member, provide to such Member information allowing such Member to file an amended U.S. federal income tax return, as described in Section 6225(c)(2) of the Budget Act. Similar procedures shall be followed in connection with any state or local income tax audit that incorporates rules similar to the Budget Act. (ii) Notwithstanding any provision of this Agreement if that to the contrary, any taxes, penalties, and interest payable under the Budget Act by the Company (“Company Level Taxes”) shall be treated as attributable to the Members (or former Members, as applicable), and the Tax Return is filed with respect Matters Member shall reasonably allocate in good faith the burden of any such Company Level Taxes to any period that includesthose Members (or former Members, as applicable) to whom such amounts are reasonably attributable (whether as a result of their status, actions, inactions, or otherwise), taking into account the effect of any event modifications described in Section 7.05(f)(i)(A) that occurs onreduce the amount of Company Level Taxes. All Company Level Taxes allocated to a Member (or former Member) at the option of the Tax Matters Member, shall (i) be promptly paid to the Company by such Member (of former Member) (“Option A”) or (ii) shall be paid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member pursuant to Section 8.02 and, if such distributions are not sufficient for that purpose, by reducing the proceeds of liquidation otherwise payable to such Member pursuant to Section 12.05 (“Option B”). If the Tax Matters Member selects Option A, the Company’s payment of the Company Level Taxes allocated to the applicable Member (or former Member) shall be characterized in a manner as if the payment by the Company were a distribution to such Member (or former Member) and as if the payment by such Member (or former Member) to the Company were a capital contribution for federal income tax purposes; provided, however, that such payments shall not affect the Capital Accounts of, any date between February 2other contributions to be made by, 2005 or the distributions and allocations to be made to the Closing Dateapplicable Members (or former Members) under this Agreement. If the Tax Matters Member selects Option B, and (b) the amount of any Foreign Entity that is filed such reduction in a distribution shall be treated for all purposes of this Agreement as if it had been distributed to the applicable Member pursuant to Sections 8.02 or 12.05, as applicable. To the fullest extent permitted by Law, each Member (whether or not such Member becomes a former Member after the date of this Agreement, regardless of ) hereby agrees to indemnify and hold harmless the period covered by Company and the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, other Members (including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdictionother former Members, as soon as they become available, even prior to May 15, 2007. Seller applicable) from and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions against any liability for Company Level Taxes reasonably allocated to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice Member in good faith pursuant to Purchaser of any inquirythis Agreement (including, auditwithout limitation, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs onformer Member, any date between February 2Company Level Taxes allocated to such former Member that are attributable to taxable periods (or portions thereof) during which such former Member held a Company interest). For the avoidance of doubt, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and notwithstanding anything to the extent reasonably requested contrary in this Agreement, the liabilities and obligations of each Member under this Section 7.05(f) shall survive any transfer of Company interests by the other Party, in connection with any such inquiry, audit, Member or other proceeding, and Purchaser shall have the sole right such Member ceasing to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is be a Working Capital Obligation or is with respect to any Foreign EntityMember under this Agreement.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) of any The Seller that is filed after the date of this Agreement if that Tax Return is filed with respect to any period that includes, or Parties shall prepare and timely file (at their own expense and in any event that occurs on, any date between February 2, 2005 and shall use their commercially reasonable efforts to file no later than eighty (80) days following the Closing Date, and (b) of any Foreign Entity that is Tax returns required to be filed after the date of this Agreement, regardless by or on behalf of the period covered Partnership or any of the Partnership Subsidiaries for the Partnership’s (or such Partnership Subsidiaries’) taxable year that ends on or before the Closing Date in accordance with the accounting principles, policies and elections heretofore utilized by the Tax ReturnPartnership or such Partnership Subsidiary. The Seller Parties shall provide to Purchaser for its Buyer at least ten (10) days prior to their due date copies of any such Tax returns, which returns shall be subject to the review and comment all income Tax Returnsapproval of Buyer prior to filing, including German federal and German trade Tax Returns and any similar returns such approval not to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaserunreasonably withheld or delayed; provided, however, that Purchaser shall make the final determination so long as Seller Parties have provided such returns to which Tax Returns it Buyer on a timely basis, if Buyer presents no objection to any such returns by its due date, such returns shall be permitted to review filed as provided by Seller Parties. Buyer shall timely provide such cooperation and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns assistance as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other PartySeller Parties in the preparation and filing of such Tax returns. (b) In the case of the Tax return for the taxable year of any Partnership Subsidiary that includes the Closing Date but which ends after the Closing Date (a “Straddle Period Return”), Buyer shall prepare (or cause to be prepared) and timely file, and Sellers shall cooperate in connection the preparation and timely filing of, all required Straddle Period Returns, with each party bearing its own expenses. Buyer shall provide to Seller Parties at least fifteen (15) days prior to their due date copies of any such inquiryStraddle Period Returns, audit, or other proceeding, and Purchaser which returns shall have the sole right to direct the response be subject to the inquiryreview and approval of Seller Parties prior to the due date, auditsuch approval not to be unreasonably withheld or delayed; provided, or other proceeding however, that so long as Buyer has provided such returns to Seller Parties on a timely basis, if the Tax at issue is Seller Parties have not presented an objection to any such returns within fifteen (15) days of receipt by the Seller Parties of such returns, then such returns shall be deemed to be approved by the Seller Parties and shall be filed by Buyer as provided; provided, further however, that so long as Buyer has provided such returns to Seller Parties on a Working Capital Obligation or is timely basis, if Seller Parties present no objection to any such returns by five (5) days prior to the due date, such returns shall be filed as provided by Buyer. Without limiting the provisions of Section 7.2(a)(iv), any Taxes payable with respect to any Foreign Entitya Straddle Period Return shall be paid by Buyer.

Certain Tax Matters. Seller (i) The Manager shall permit Purchaser cause to review be prepared and comment on each Tax Return (a) of any Seller that is timely filed after the date of this Agreement if that Tax Return is filed with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) of any Foreign Entity that is filed after the date of this Agreement, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar tax returns required to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaserfor each Company Entity; provided, however, that Purchaser shall make prior to the final determination as to which Tax Returns it filing of any federal income tax return of any Company Entity (including such Company Entity’s Internal Revenue Service Form 1065, if applicable), any material foreign, state or local income tax return of a Company Entity, or any material franchise tax return of a Company Entity, Comcast Shareholder shall be permitted entitled to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filedconsult with the applicable Company Entity, and Seller shall make such revisions as appropriate, with respect to such Tax Returns as are reasonably requested by Purchasertax returns, which shall be provided to Comcast Shareholder no less than 60 days prior to the applicable due date. Seller Comcast Shareholder shall promptly give written notice have the right to Purchaser of dispute any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is tax return provided to Comcast Shareholder with respect to any period significant issue or item. If Comcast Shareholder disputes any such tax return by delivering a written notice thereof to the Manager, within 30 days following receipt of such tax return, the Comcast Shareholder, the Company and the Manager shall, and the Manager shall cause the relevant Company Entity to, use commercially reasonable efforts to resolve the dispute. If the dispute is not resolved within 10 days following receipt of a written notice of a dispute from Comcast Shareholder, the dispute shall be referred to a firm of independent public accountants of nationally recognized standing and with relevant expertise, mutually acceptable to the applicable Company Entity and Comcast Shareholder. Such accounting firm shall use commercially reasonable effort to resolve the dispute prior to the due date of the disputed tax return, and such accounting firm’s conclusions shall be binding on the relevant Company Entity and the Comcast Shareholder. If such accounting firm cannot resolve the dispute prior to the due date of the disputed tax return, such tax return will be filed as originally proposed by the relevant Company Entity, and the applicable Company Entity shall file an amended tax return, within 10 days of such accounting firm’s resolution, reflecting the conclusion of such accounting firm. Any incremental out-of-pocket expenses incurred by any Company Entity or the Manager relating to Comcast Shareholder’s dispute of any tax return, including the fees and expenses of the accounting firm’s review of any dispute with respect to a tax return, shall be reimbursed by the Comcast Shareholder. The Company, the Manager and Comcast Shareholder shall work together in good faith to procure that includesany such expenses (and any other incremental out-of-pocket expenses that are to be reimbursed by Comcast Shareholder pursuant to any provision of this Section 10.19) are reasonable in amount. (ii) At the request of Comcast Shareholder, the Manager shall use commercially reasonable efforts to provide information reasonably requested by Comcast Shareholder for purposes of determining whether a Controlled Portfolio Company is required by Applicable Law to be included with Comcast or any of its Affiliates in a combined, consolidated or unitary tax return (for the avoidance of doubt, other than by reason of an allocation of items of income, gain, loss, deduction or credit on a “pass through” basis for income tax purposes) (any such tax return, a “Comcast Group Tax Return”) for any taxable period. Any incremental out-of-pocket expenses incurred by the Company, the Manager, or any the Controlled Portfolio Company as a result of Comcast Shareholder’s request pursuant to this Section 10.19(a)(ii) shall be reimbursed by the Comcast Shareholder. (iii) In the event that occurs onComcast or any of its Affiliates is required by Applicable Law to include any Company Entity in a combined, consolidated or unitary tax return (for the avoidance of doubt, other than by reason of an allocation of items of income, gain, loss, deduction or credit on a “pass through” basis for income tax purposes) (any date between February 2such tax return, 2005 a “Comcast Group Tax Return”) for any taxable period, the tax liability of such Company Entity and its Subsidiaries for each such taxable period will be determined on a hypothetical separate tax return basis as if such Company Entity and its Subsidiaries had never been included in any such Comcast Group Tax Return (such tax liability of such Company Entity and its Subsidiaries, the “Company Entity Hypothetical Tax Liability”). If the Company Entity Hypothetical Tax Liability with respect to a taxable period is positive, Comcast shall pay such amount on behalf of such Company Entity, and the Closing Date or (y) any Foreign Manager shall cause such Company Entity to reimburse Comcast for such amount within 10 days of Comcast’s payment. If the Company Entity Hypothetical Tax Liability with respect to a taxable period is negative, such amount shall carry forward to successive taxable periods and shall reduce the Company Entity Hypothetical Tax Liability for such taxable periods; provided, however, if the aggregate amount of Company Entity Hypothetical Tax Liabilities of such Company Entity for prior taxable periods is positive, Comcast shall pay to such Company Entity an amount equal to the reduction in the tax liability of Comcast or its Affiliates attributable to any period. Seller and Purchaser Tax Attribute of such Company Entity (“Tax Loss Payment”); provided further that (I) the amount of Tax Loss Payment Comcast is required to make to such Company Entity shall cooperate fullynot exceed the aggregate amount of Company Entity Hypothetical Tax Liabilities paid by such Company Entity to Comcast for prior taxable periods, as (II) Comcast is required to make a Tax Loss Payment only if, and to the extent reasonably requested that, the actual tax liability of such Company Entity on a hypothetical separate tax return basis would have been reduced due to such Tax Attribute and (III) the Company Entity Hypothetical Tax Liabilities for prior taxable periods shall be reduced to reflect any Tax Loss Payment made by the Comcast. In no event shall Comcast be required to make available its tax returns (or any other Party, in connection with information relating to its taxes) to such Company Entity. (b) The Manager may cause any such inquiry, auditCompany Entity to make, or other proceedingrefrain from making, and Purchaser shall have any tax elections as it determines in its reasonable discretion, including, without limitation, the sole right election under Section 754 of the Code; provided, however, that (i) prior to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is making any material election with respect to any Foreign Company Entity, the Manager shall consult with the Comcast Shareholder in good faith and the Manager shall cause any Company Entity not to make any material election that could reasonably be expected to have an adverse effect on Comcast Shareholder relative to any other Shareholder without the consent of Comcast Shareholder, which consent shall not be unreasonably withheld or delayed; (ii) at the request of Comcast Shareholder and to the extent available under Applicable Law, the Manager shall cause a Company Entity to make an election so that such Company Entity would not be included in a combined, consolidated or unitary tax return with Comcast or any of its Affiliates or under a group relief regime with Comcast or any of its Affiliates; (iii) the Manager shall not make an election under Section 1101(g)(4) of the “Bipartisan Budget Act of 2015” to apply the Partnership Audit Reform Rules prior to its effective date provided under Section 1101(g)(1) of the “Bipartisan Budget Act of 2015”; (iv) on or after the effective date of the Partnership Audit Reform Rules and to the extent permissible under Applicable Law, at the request of Comcast Shareholder, Manager shall cause any applicable Company Entity to file an election pursuant to Section 6221(b), as promulgated under the “Bipartisan Budget Act of 2015;” and (v) the Manager shall cause the Company to elect to be treated as a partnership for U.S. federal income tax purposes by timely filing Internal Revenue Service Form 8832 and any comparable tax form under applicable provisions of state or local law, and shall refrain from taking any actions inconsistent with its treatment as a partnership for federal, state and local income tax purposes. (i) The Company shall, and the Manager shall cause each Comcast Investment Vehicle to, deliver, no later than five Business Days after the filing of the appropriate income tax returns by the Company or applicable Comcast Investment Vehicle, to each Shareholder a Schedule K-1 showing such Shareholder’s share of income, loss, deductions, gain and credits; provided that the Company shall, and the Manager shall cause each Comcast Investment Vehicle to, use commercially reasonable efforts to provide estimates of the information to be set forth on such Schedule K-1 no later than 60 days after the end of each Tax Year but in no event later than 90 days after the end of each Tax Year. Each Shareholder agrees that such Shareholder shall not treat any item of income, gain, loss or any other Company or Alternative Investment Vehicle item on such Shareholder’s tax return in a manner which is inconsistent with the treatment of such item on the Company’s or applicable Alternative Investment Vehicle’s tax return (for the avoidance of doubt, as amended to reflect the resolution of an accounting firm pursuant to Section 10.19(a)(i)). The Company shall, and the Manager shall cause each Comcast Investment Vehicle to, deliver to the Comcast Shareholder estimates of the information necessary for Comcast to determine its estimated taxes payable with respect to a Tax Quarter attributable to Comcast Shareholder’s interest in the Company or a Comcast Investment Vehicle, no later than 30 days after the end of such Tax Quarter; provided, however, that the Company and the Manager shall only be required to provide such information with respect to a tax year for which the aggregate amount of income, or aggregate amount of loss, allocated to Comcast Shareholder is expected to be significant; provided further that any incremental out-of-pocket expenses incurred by any Company Entity or the Manager in connection with the preparation of information for the Comcast Shareholder pursuant to this sentence shall be reimbursed by the Comcast Shareholder. For the avoidance of doubt, any expenses with respect to the preparation and filing of the tax returns for the Company or Comcast Investment Vehicle, including Schedule K-1 provided to the Shareholders, are Manager Expenses pursuant to Section 7.01. (ii) The Manager and the Company shall use commercially reasonable efforts to deliver, at the reasonable request of a Shareholder, such other information as is required for the preparation of its tax returns, including, if requested, state apportionment information. At the request of any Shareholder, the Manager and the Company shall use commercially reasonable efforts to deliver to such Shareholder such information as may be necessary for such Shareholder to file its Schedule UTP and similar other statements or returns that are required to be filed by such Shareholder as a result of its holding of Company Securities. Any incremental out-of-pocket expenses incurred by the Manager, the Company, a Comcast Investment Vehicle, or their Subsidiaries or any Portfolio Company as a result of a request from a Shareholder pursuant to this Section 10.19(c)(ii) shall be reimbursed by such Shareholder. (iii) The Manager agrees to use its commercially reasonable efforts to promptly notify a Shareholder in writing upon becoming aware of any tax filing, reporting or withholding obligations (including, for the avoidance of doubt, any amounts withheld or paid with respect to the Shareholder) and the availability of any refunds or exemptions from withholding, in each case with respect to the Shareholder’s interest in the Company. In the event of any imposition by any governmental authority within the jurisdictions in which the Company makes its investments of any income tax liability on a Shareholder’s share of the Company’s income or of any tax liability arising out of a Shareholder’s interest in the Company, in each case, on a net income basis, the Company shall use commercially reasonable efforts to provide the Shareholder with sufficient information so as to permit the Shareholder to claim any deduction or credit with respect to such taxes and to complete all requisite tax forms, reports or filings. In addition, if requested in writing by a Shareholder, the Company shall use its commercially reasonable efforts to obtain on behalf of the Shareholder, or to assist the Shareholder in obtaining, any available tax refunds or exemptions from withholding tax arising out of the Shareholder’s interest in the Company. Any incremental out-of-pocket expenses incurred by any Company Entity, Portfolio Company or the Manager as a result of a request from a Shareholder pursuant to this Section 10.19(c)(iii) shall be reimbursed by such Shareholder. (d) ManagementCo Shareholder is hereby designated as the Company’s “tax matters partner” under Section 6231(a)(7) of the Code or any comparable law (the “Tax Matters Partner”), with all powers and responsibilities of a “tax matters partner” as defined in Section 6231(a)(7)(A) of the Code or any comparable law, and is granted the corresponding designation under any similar provisions of state, local or non-U.S. law. The Tax Matters Partner shall act in good faith in fulfilling its responsibilities. In the event that the Tax Matters Partner or the relevant Company Entity is notified (in writing) by a taxing authority that the relevant Company Entity is the subject of an audit or examination by a taxing authority of any federal income, material foreign, state or local income, or material franchise tax return (a “Tax Contest”), the Tax Matters Partner shall promptly provide to the Shareholders a written notice informing the Shareholders that the applicable Company Entity is the subject of a Tax Contest, shall keep the Shareholders reasonably informed of material developments relating to such audit or examination and shall permit the Comcast Shareholder to participate in the conduct and settlement of any proceeding with respect to any Tax Contest (it being understood that ManagementCo Shareholder shall retain control of the conduct and settlement of any such Tax Contest except to the extent of the consent right of Comcast Shareholder specified in the immediately succeeding sentence). The Tax Matters Partner shall not agree to any settlement, resolution or closing or other agreement with respect to a Tax Contest involving any significant issue or item without the consent of Comcast Shareholder, which consent shall not be unreasonably withheld or delayed. Expenses of any administrative proceedings undertaken by the Tax Matters Partner shall be Company Expenses other than incremental out-of-pocket expenses of Manager or any Company Entity relating to Comcast Shareholder’s exercise of its consent right hereunder, which expenses shall be reimbursed by Comcast Shareholder, and the expenses of Comcast Shareholder in exercising its participation rights hereunder, which shall be borne by Comcast Shareholder. (e) The Manager shall not cause the Company, any Comcast Investment Vehicle and their Subsidiaries to engage, and the Manager shall not knowingly cause any other Company Entity to engage, directly or indirectly, in a transaction that, as of the date the Company Entity enters into a binding contract to engage in such transaction, is a “listed transaction” as defined in U.S. Treasury Regulation Section 1.6011-4(b)(2). The Manager will undertake reasonable due diligence to determine whether any transaction to be engaged in by any Company Entity is a “listed transaction” or a “prohibited reportable transaction” as defined in Section 4965(e)(1)(C) of the Code. If the Manager has knowledge that any Company Entity has engaged directly or indirectly in a transaction that is a “listed transaction” or a “prohibited reportable transaction”, it shall (i) promptly notify the Shareholders of such determination and (ii) provide each Shareholder with any requested information needed by such Shareholder to fulfill its reporting or disclosure obligations in respect of such transaction. (f) The Manager may, in its reasonable discretion, take any steps that it deems necessary or advisable to cause the Company to comply with the tax laws of non-U.S. jurisdictions.

Certain Tax Matters. Seller shall permit Purchaser to review Without limiting the obligations of the Company and comment on each Tax Return (aGibco under the Purchase Agreement and for so long as Walgreens holds at least 10% of the total outstanding Ordinary Shares and the Company or any Subsidiary of the Company is a “controlled foreign corporation” within the meaning of Section 957(a) of any Seller that is filed after the Code: (i) At the prior written request of Walgreens, the Company shall make or cause to be made an entity classification election pursuant to U.S. Treasury Regulation Section 301.7701-3(c) having an effective date of this Agreement if that Tax Return is filed specified by Walgreens (which shall be no sooner than the day prior to First Step Closing Date) and electing “disregarded entity,” partnership or corporate status, as specified by Walgreens, with respect to any period Wholly-Owned Subsidiary (whether existing at or formed or acquired after the First Step Closing other than AB Acquisitions Limited, Regarded XxxXx or Regarded UKCo) which is an Eligible Entity; provided, that includes, if any such election would reasonably be expected to have an adverse effect on the Company or any event that occurs onShareholder other than Walgreens, the Company shall promptly inform Walgreens of such adverse effect in writing describing in reasonable detail the adverse effect and requesting Walgreens’ consent not to make such election, which consent shall not be unreasonably withheld, conditioned or delayed. Walgreens must respond to such any date between February 2request within 15 Business Days (but no later than five Business Days prior to any applicable deadline for making such election) or be deemed to have given its consent. Company and Walgreens shall cooperate in good faith to resolve any dispute over such consent. If such consent is given or is unreasonably withheld, 2005 conditioned or delayed, the Company shall not be required to make such election. (ii) Gibco and the Company shall consult and cooperate in good faith with Walgreens regarding minimizing the amount of “subpart F income” within the meaning of Section 952 of the Code or any other income inclusion pursuant to Section 951 of the Code to the Buyer or its Affiliates. At the prior written request of Walgreens, the Company shall Consider in Good Faith (1) making or causing to be made an entity classification election pursuant to U.S. Treasury Regulation Section 301.7701-3(c) having an effective date and electing the entity classification specified by Walgreens with respect to any Subsidiary of the Company (other than a Wholly-Owned Subsidiary, AB Acquisitions Limited, Regarded XxxXx or Regarded UKCo) and (2) taking or refraining from taking any other action to minimize the amount of “subpart F income” within the meaning of Section 952 of the Code or any other income inclusion pursuant to Section 951 of the Code to the Buyer or its Affiliates. (iii) From and after the First Step Closing Date, and (b) except as otherwise provided in this Section 5.2 or Section 7.14 of any Foreign Entity that is filed after the date of this Purchase Agreement, regardless the Company and the other members of the period covered by AB Group shall, and Gibco shall cause the Tax Return. Seller shall provide to Purchaser for its review Company and comment all income Tax Returnsthe members of the AB Group to, including German federal and German trade Tax Returns and any similar returns refrain from, directly or indirectly, (A) filing or permitting to be filed in any jurisdictionelections pursuant to Section 754 or entity classification elections pursuant to U.S. Treasury Regulations Section 301.7701-3(c) with respect to the Company or any of its Subsidiaries; (B) converting the Company or any Subsidiary of the Company under local law from an Eligible Entity to a Per Se Entity or from a Per Se Entity into an Eligible Entity, as soon applicable; (C) amending or otherwise modifying the organizational documents of the Company or any Subsidiary of the Company that qualifies as they become availablean Eligible Entity (or any other agreements or arrangements relating to the personal liability of any member of the Company or any such Subsidiary) if such amendment or modification would cause the Company or the respective Subsidiary, even prior as applicable, not to May 15qualify as an Eligible Entity or to change the default classification of the Company or any such Subsidiary pursuant to U.S. Treasury Regulation Section 301.7701-3(b); or (D) agreeing to or authorizing, 2007. Seller and Purchaser shall work or committing to compile by May 15, 2007 a list agree to or authorize (in writing or otherwise) any of all other applicable Tax Returns which will be made available to Purchaserthe actions set forth in clauses (A)-(C) above; provided, however, provided that Purchaser shall make the final determination as to which Tax Returns it Company shall be permitted to review take such action with the written consent of Walgreens, not to be unreasonably withheld, conditioned or delayed. (iv) The Company shall consult in good faith with Walgreens and comment onuse reasonable efforts to determine if any material transaction contemplated by the Company or its Subsidiaries would or would be reasonably expected to generate “subpart F income” within the meaning of Section 952 of the Code or otherwise result in an income inclusion by Walgreens or any of its Affiliates pursuant to Section 951 of the Code. Purchaser If the Company makes such a determination, the Company shall review promptly notify Walgreens in writing of such Tax Returns promptly such that they can be timely filed, transaction and Seller shall make such revisions to such Tax Returns as are provide Walgreens with information reasonably requested by PurchaserWalgreens in writing with respect to such transaction in sufficient detail to permit Walgreens to make an independent evaluation of the U.S. federal income tax consequences of such transaction to Walgreens. Seller The Company shall Consider in Good Faith any comments received from Walgreens with respect to such transaction and shall, at the written request of Walgreens, Consider in Good Faith refraining from effecting such transaction or otherwise modifying such transaction to minimize the amount of “subpart F income” within the meaning of Section 952 of the Code or any other income inclusion pursuant to Section 951 of the Code to the Buyer or its Affiliates. (v) The Company shall deliver to Walgreens any periodic Tax report prepared by the Director of Tax of the Company in the Ordinary Course of Business for delivery to the Finance Committee and the Group Audit Committee promptly give written notice after such Tax report is delivered. At a time mutually agreed to Purchaser by Walgreens and the Company that is promptly after the end of each quarter, the Company will cause the Director of Tax of the Company to participate in a meeting or conference call with the Divisional Vice President of Tax of Walgreens to review and discuss (i) any material Tax planning arrangements of the Group; (ii) any material transfer pricing matters with respect to the Group; (iii) any material current or proposed transaction (including any material current or proposed intercompany transactions or arrangements between any member of the Group that would reasonably be expected to increase the amount of any inquiryincome inclusion pursuant to Section 951 of the Code by Walgreens or any of its Affiliates); (iv) any material threatened or pending claim, audit, audit or other proceeding by with any Taxing authority Authority relating to any Tax or Tax Return of any member of the Group; (xv) any Seller if such inquirymaterial pending ruling request, audit, closing agreement or other proceeding is material agreement with any Taxing Authority; and (vi) any other material Tax matters with respect to the Group. Promptly following such meeting or conference call, the Company shall provide Walgreens with information reasonably requested by Walgreens in writing with respect to any period that includes, matters discussed during such meeting or conference call in sufficient detail to permit Walgreens to make an independent evaluation of the U.S. federal income tax consequences of such matters to Walgreens. The Company shall Consider in Good Faith any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is comments received from Walgreens with respect to the matters discussed during such meeting or conference call and shall, at the written request of Walgreens, Consider in Good Faith taking or refraining from taking action with respect to such matters, in each case, to minimize the amount of “subpart F income” within the meaning of Section 952 of the Code or any Foreign Entityother income inclusion pursuant to Section 951 of the Code to the Buyer or its Affiliates.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) Each of any Seller that is the Companies has duly filed after all Tax Returns required to be filed by it. All such Tax Returns are true, correct and complete, and each of the date Companies has duly paid or made provision for the payment of this Agreement if that all Taxes which are shown to be due and payable on such Tax Return is filed Returns. True and correct copies of all Tax Returns for all periods with respect to which the assessment or collection of tax by the applicable taxing authority is not barred by the applicable statute of limitations have previously been delivered or made available to the Purchaser. Since October 31, 1998, none of the Companies has incurred any liabilities for Taxes other than in the ordinary course of business. There are no liens with respect to Taxes (other than liens with respect to personal property taxes and real property taxes not yet delinquent) upon any of the properties or assets, real, personal or mixed, tangible or intangible, of the Companies. To the Best Knowledge of the Shareholder, except as accurately and completely described in Schedule 4.7, there are no pending questions relating to, nor claims asserted for, Taxes against any of the Companies, and, to the Best of the Shareholder's Knowledge, there is no valid basis for any such question or claim. Except as set forth in Schedule 4.7, none of the Companies has granted any extension of the limitation period that includes, or applicable to any event that occurs on, claim for Taxes for any date between February 2, 2005 and the Closing Date, and period. (b) Each of the Companies has withheld from its employees and any Foreign Entity that is filed after other applicable payees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods through the date hereof in compliance with all tax withholding provisions of applicable federal, state, local and foreign laws (including, without limitation, income, social security and employment tax withholding for all types of compensation, and withholding on payments to non-United States persons). (c) For purposes of this Agreement, regardless (i) "Taxes" means all taxes, however denominated, including any interest, penalties or additions to tax that may become payable in respect thereof, imposed by any federal, state, local or foreign government or any agency or political sub division of any such government, which taxes shall include, without limiting the generality of the period covered by the Tax Return. Seller shall provide to Purchaser for its review and comment foregoing, all income Tax Returnstaxes (including, including German but not limited to, United States federal income taxes and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entity.state income taxes),

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) of any Seller that is filed after The Sellers shall cause each Company, MDIC, KMSC and Midwest Mix to prepare and timely file all required Tax returns for the date of this Agreement if that Tax Return is filed periods ended on or before the Closing Date (including, without limitation, Forms K-1 for the Companies and federal Tax returns for MDIC, KMSC and Midwest Mix with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the partial year ending as of the Closing Date, determined on a cut-off basis) and (b) of any Foreign Entity that is filed after the date of this Agreement, regardless of Buyer shall cause the period covered by the Tax Return. Seller shall Companies to provide to Purchaser for its review the Sellers such information and comment all income Tax Returnscooperation as the Sellers may reasonably request in connection therewith. Such returns shall be prepared in accordance with applicable Law and, including German federal subject to such requirement, consistent with the prior practice of each Company, MDIC, KMSC and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to PurchaserMidwest Mix; provided, however, that Purchaser the federal income Tax return of each Company (i) will include an election under Section 754 of the Code, (ii) will include no other elections that would have an adverse impact on the Buyer, either Company, MDIC, KMSC or Midwest Mix, without the prior written consent of the Buyer, and (iii) will not reflect the allocation of any remedial items pursuant to Treasury Regulations § 1.704-3(d). The Sellers shall make provide each such Tax return to the final determination as to which Buyer at least 20 calendar days before the due date of such Tax Returns it shall be permitted to return for the Buyer’s review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filedcomment, and Seller shall make such revisions to such Tax Returns as are any changes reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller the Buyer if such inquirychanges are consistent with applicable Laws and will not result in any increase in Tax liability for any Seller. (b) The Sellers shall cause each Company, auditMDIC, KMSC and Midwest Mix to prepare and timely file all required Tax returns for the Tax periods beginning prior to the Closing Date and ending after the Closing Date (“Straddle Tax Periods”). Such returns shall be prepared in accordance with applicable Law and, subject to such requirement, consistent with the prior practice of each Company, MDIC, KMSC and Midwest Mix. The Sellers shall provide each such Tax return to the Buyer at least 20 calendar days before the due date of such Tax return for Buyer’s review and comment, and make any changes reasonably requested by the Buyer if such changes are consistent with applicable Laws and will not result in any increase in Tax liability for any Seller. All Taxes for Straddle Tax Periods based on income, gross receipts or revenue shall be apportioned between the portion of the Straddle Tax Period ending on the Effective Date (the “Pre-Effective Portion”) and the portion of the Straddle Tax Period after the Effective Date (the “Post-Effective Portion”) as if the Pre-Effective Portion and Post-Effective Portion were separate Tax periods. All other proceeding is Taxes for Straddle Tax Periods shall be apportioned between the Pre-Effective Portion and the Post-Effective Portion based on the number of calendar days in each such portion. The Sellers shall pay each Company, MDIC, KMSC and Midwest Mix the amount of all Taxes required to be paid by such Company, MDIC, KMSC and Midwest Mix with respect to the Pre-Effective Portion in connection with each Tax return prepared in accordance with Section 4.12(a) and each Straddle Tax Period, minus (i) the amount of the Estimated Income Tax Liabilities, (ii) any period that includessuch Tax liabilities paid by the Sellers or their Affiliates directly, or any event that occurs on, any date between February 2, 2005 and (iii) cash retained as of the Closing Date by MDIC, KMSC and Midwest Mix, on or before the due date of such payment. If the sum of the items identified in clauses (yi), (ii) any Foreign Entity for any period. Seller and Purchaser (iii) of the preceding sentence exceeds the aggregate Taxes required to be paid by the Companies, MDIC, KMSC and Midwest Mix with respect to the Pre-Effective Portion pursuant to Section 4.12(a) or in connection with a Straddle Tax Period, then the Buyer will pay the amount of such excess in cash by wire transfer of immediately available funds (to an account specified by the Sellers) within fifteen (15) days after determination. (c) The Buyer, the Companies, MDIC, KMSC, Midwest Mix and the Sellers shall cooperate fullycooperate, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Section 4.12 and any audit, litigation or other proceeding with respect to Taxes, and the Buyer and the Sellers shall each be entitled at their own expense to participate in any such inquiry, audit, litigation or other proceedingproceeding to the extent that such party would be liable for any additional Taxes owing. Such cooperation shall include, upon the other party’s request, the provision of records and Purchaser information which are reasonably relevant to any such audit, litigation or other proceeding and making employees reasonably available on a mutually convenient basis to provide additional information and explanation as may be reasonably requested of any material provided hereunder. The Buyer shall cause the Companies, MDIC, KMSC and Midwest Mix to retain relevant books and records concerning Tax matters of the Companies, MDIC, KMSC and Midwest Mix and relating to any Tax periods prior to or including the Closing Date until the expiration of the applicable statutes of limitation and shall abide by all record retention agreements entered into with any taxing authority, including the record retention agreements in effect prior to Closing listed on Schedule 4.12(c). (d) After the Closing, the Buyer shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is make a Working Capital Obligation or is Section 338(h)(10) election with respect to KMSC and Midwest Mix in connection with the transactions contemplated by this Agreement and to cause the Sellers to join in any Foreign Entitysuch election so long as such election would not have an adverse impact on any of the Sellers.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) The parties agree as follows: (i) Without the written consent of Buyer, Cannabist and the Members (and, prior to the Closing, the Company and its Affiliates) shall not, to the extent it may affect, or relate to, the Company, make, change or rescind any Seller 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 other transaction that is filed would have the effect of increasing the Tax liability of Buyer, Xxxxx’s Affiliates or the Company after the date Closing Date. (ii) The Members, at their sole cost and expense, shall (A) prepare any IRS Form 1120 (and any comparable state and local Tax Returns) of this Agreement if the Company that relate solely to any Pre-Closing Tax Return is filed Period (the “Member Prepared Returns”); and (B) timely pay all Taxes that are shown as payable with respect to any period that includesMember Prepared Returns. All Member Prepared Returns shall be prepared in accordance with existing procedures and practices of the Company, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) of any Foreign Entity that is unless otherwise required by Law. Each Member Prepared Return filed after the Closing Date shall be submitted to Buyer for Buyer’s review and comment at least 30 days prior to the due date of this Agreement, regardless of the period covered by the Tax Return. Seller The Members shall provide incorporate any reasonable comments made by Xxxxx in the final Tax Return prior to Purchaser filing. No Member Prepared Return may be amended after the Closing without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (iii) Buyer shall cause the Company to prepare and timely file all Tax Returns (other than the Member Prepared Returns) of the Company due after the Closing Date (the “Buyer Prepared Returns”). To the extent that a Member Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices of the Company, unless otherwise required by Law. Each Buyer Prepared Return that shows an Indemnified Tax shall be submitted to Cannabist for its Cannabist’s review and comment all at least 30 days prior to the due date of the Tax Return (or, with respect to any Buyer Prepared Return that is not an income Tax ReturnsReturn, including German federal within a reasonable time prior to the due date of the Tax Return). Buyer shall incorporate any reasonable comments made by Cannabist in the final Tax Return prior to filing. No failure or delay of Buyer in providing Buyer Prepared Returns for Cannabist to review shall reduce or otherwise affect the obligations or liabilities of the Members pursuant to this Agreement. (b) The Members, Cannabist, Buyer and German trade the Company each shall (i) assist in the preparation and timely filing of any Tax Return of the Company pursuant to this Section 6.3; (ii) assist in any audit or other legal Proceeding with respect to Taxes or Tax Returns of the Company addressed by this Section 6.3; (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Company with respect to any Pre-Closing Tax Period or Straddle Period; and (iv) provide any similar returns information in their possession and control necessary or reasonably requested to be filed allow Buyer or the Company to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws with respect to the transactions contemplated by this Agreement or to compute the amount of payroll or other employment Taxes due with respect to any jurisdiction, as soon as they become available, even payment made in connection with this Agreement. (c) For purposes of determining whether the following Taxes are attributable to a Pre-Closing Tax Period (or the portion of any Straddle Period ending on or prior to May 15the Closing Date) the Parties agree as follows: (i) In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, 2007. Seller the amounts that are attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and Purchaser the denominator of which is the number of calendar days in the entire Straddle Period. (ii) In the case of Taxes in the form of interest or penalties, all such Taxes shall work be treated as attributable to compile a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) to the extent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (iii) In the case of Taxes imposed on the Company or Buyer or any other Buyer Indemnified Party as a result of income of any Flow-Thru Entity owned by May 15the Company realized prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), 2007 all such Taxes shall be treated as Taxes of the Company for a list Pre-Closing Tax Period. (iv) In the case of Taxes imposed on the Company with respect to the payment of any Transaction Expenses (other than Transaction Expenses incurred subsequent to the Closing at the discretion of Buyer), such Taxes shall be treated as Taxes of the Company for a Pre-Closing Tax Period. (v) In the case of all other applicable Taxes for a Straddle Period (including income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company filed a separate Tax Returns which will Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of this clause (v), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be made available allocated to Purchaserthe portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes. (d) If any Governmental Entity issues to the Company (i) a written notice of its intent to audit or conduct another Proceeding with respect to Taxes for any Pre-Closing Tax Period or Straddle Period or (ii) a written notice of deficiency for Taxes for any Pre-Closing Tax Period or Straddle Period, Buyer shall notify the Members of its receipt of such communication from the Governmental Entity within 30 days of receipt. No failure or delay of Buyer in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of the Members pursuant to this Agreement. The Company shall control any audit or other Proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”); provided, however, that Purchaser (A) the Members, at their sole cost and expense, shall make have the final determination as right to participate in any such Tax Contest to the extent it relates to a Pre-Closing Tax Period or Straddle Period; (B) Buyer shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates solely to Taxes for a Pre-Closing Tax Period without the consent of Cannabist (which Tax Returns it shall not be unreasonably withheld, delayed or conditioned). (e) All federal, state, local, non-U.S. transfer, excise, sales, use, ad valorem, value added, registration, stamp, recording, property and similar Taxes or fees applicable to, imposed upon, or arising out of the transfer of the Equity or any other transaction contemplated by this Agreement and all related interest and penalties (collectively, “Transfer Taxes”) shall be permitted to review paid by the Members. (f) To the extent there is a conflict between this Section 6.3 and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is Section 6.4 with respect to any period that includes, Taxes or any event that occurs onTax matter, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser provisions of this Section 6.3 shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entitycontrol.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) of any Seller that is filed after Parent, the date of this Agreement if that Tax Return is filed with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 Acquired Companies and the Closing Date, and (b) of any Foreign Entity that is filed after the date of this Agreement, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser Stockholder Representative shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, litigation or other proceeding if 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 pursuant hereto. Parent, the Acquired Companies and the Stockholder Representative agree to retain all books and records within their possession with respect to Tax at issue is matters pertinent to the Acquired Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and to the extent of any extensions thereof) of the respective taxable periods, to make any such books and records available to the other party prior to disposing of them and to abide by all record retention agreements entered into with any Taxing Authority. (b) Parent shall prepare, or cause to be prepared in a Working Capital Obligation manner consistent with past practices, except as otherwise required by applicable Law, and shall cause to be timely filed, all Acquired Company Tax Returns that are due after the Closing Date which have not been filed as of the Closing Date. Any net operating loss or is Tax credit shall be carried back to the fullest extent permitted by Law, and no election will be made for such net operating losses or Tax credits to only be carried forward unless otherwise requested by the Stockholder Representative. The party preparing each such Tax Return shall consult with the Stockholder Representative concerning such Tax Return and report all items with respect to any Foreign Entitytaxable period (or portion thereof) ending on the Closing Date in accordance with the instructions of the Stockholder Representative. The party preparing each such Tax Return shall provide the Stockholder Representative with a copy of such proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Stockholder Representative) at least 45 days prior to the filing of such Tax Return, except that in the case of a Tax Return related to income Taxes due within 90 days following the Closing Date, the copy shall be provided to the Stockholder Representative no less than 45 days prior to the filing. Parent shall accept any such comments to the extent they are reasonable, provided such comment does not have the effect of increasing any Tax liability or decreasing any Tax attribute for a Tax Period ending after the Closing Date. Parent and the Stockholder Representative shall use good faith efforts to resolve any dispute regarding the preparation of Tax Returns related to income Taxes after the Closing Date for Tax periods beginning before the Closing Date. (c) Parent shall not, without the Stockholder Representative’s advance written consent, cause any Acquired Company to take any action in respect of any taxable period or portion thereof that ends on or before the Closing Date that would increase any liability for any Tax of any Acquired Company that would cause any Company Equityholder to incur any liability in respect of that Tax. The Company Equityholders shall be entitled, in proportion to their Pro Rata Portion, to retain, or receive immediate payment from Parent of, any Tax Benefit (including refunds and credits arising by reason of amended Acquired Company Tax Returns filed after the Closing Date or otherwise) to which the Acquired Companies become entitled, with respect to any Tax period ending on or before the Closing Date relating to any Acquired Company. With respect to any Straddle Period of any Acquired Company, Parent and the Stockholder Representative shall equitably apportion any refund or credit of any Tax. (d) After the Closing Date, Parent and its Affiliates (including the Acquired Companies) will not, without the prior written consent of the Stockholder Representative, agree to the waiver or any extension of the statute of limitations relating to any Taxes of the Acquired Companies for any taxable period ending on or before the Closing Date or any Straddle Period. (e) Any income Taxes for a Straddle Period with respect to the Surviving Corporation or any Acquired Company shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on the actual operations of the Surviving Corporation, or the applicable Acquired Company, as the case may be, during such portions of the periods, and each such portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). For purposes of computing the income Taxes attributable to the two portions of a Straddle Period, any Tax based directly or indirectly on gross or net income or receipts or imposed in respect of specific transactions, and any credits available with respect to any Tax, shall be allocated by assuming that the taxable period ended on the Closing Date, and any other Tax shall be allocated based on the number of days in the taxable period ending on the Closing Date divided by the total number of days in the taxable period. (f) At the Closing or, if due thereafter, promptly when due, all gross receipts, transfer Taxes, gains Taxes, real property transfer Taxes, sales Taxes, use Taxes, excise Taxes, stamp Taxes, conveyance Taxes and any other similar Taxes applicable to, arising out of or imposed upon the Transactions shall be paid by Parent. Parent shall prepare any Tax Returns with respect to such Taxes, and the Stockholder Representative shall cooperate with Parent in the preparation of such Tax Returns. (g) To the extent applicable, the Acquired Companies shall use commercially reasonable efforts to obtain and deliver to Parent, prior to the initiation of the requisite stockholder approval procedure under Section 6.9(h), a parachute payment waiver, from each person who the Acquired Companies reasonably believe is, with respect to the Acquired Companies, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately before the initiation of the requisite stockholder approval procedure under Section 6.9(h) and who would otherwise reasonably be expected to have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of the Transactions, pursuant to which such person shall agree to waive any and all right or entitlement to the parachute payments (collectively, the “Payments”) to the extent the value thereof exceeds 2.99 times such person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite stockholder approval of the Payments is obtained pursuant to Section 6.9(h). (h) The Acquired Companies shall use their commercially reasonable efforts to obtain the approval by such number of stockholders of the Acquired Companies as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all Payments, with such stockholder vote to be obtained in a manner which satisfied all applicable requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) Parent shall prepare, or cause to be prepared, in accordance with past practices unless otherwise required by applicable Legal Requirements, at the expense of any Seller the Participating Securityholders, and file, or cause to be filed, all Tax Returns for the Company for all tax periods ending on or prior to the Closing Date (or tax periods that is begin before the Closing Date and end after the Closing Date (a “Straddle Period”)) that are filed after the date Closing Date. Parent shall deliver a draft of this Agreement each such Tax Return to the Securityholder Representative not fewer than forty-five (45) days prior to the deadline for filing such Tax Return, including extensions. The Securityholder Representative shall notify Parent in writing if that it objects to any portion of a draft Tax Return within thirty (30) days after the draft Tax Return is filed with respect delivered to the Securityholder Representative. If Parent does not receive written objection by the end of the thirty (30) day period, Parent may file such Tax Return. If the Securityholder Representative notifies Parent that it objects to any period portion of the draft Tax Return on or before the end of the thirty (30) days, the Securityholder Representative and Parent shall attempt to mutually resolve any disagreements in good faith regarding such draft Tax Return. Any disagreements regarding the draft Tax Returns that includes, or any event that occurs on, any date between February 2, 2005 and are not resolved within another ten (10) days by the Closing Date, and parties shall be resolved by the Settlement Accountants. The parties shall use their respective best efforts to cause the Settlement Accountants to resolve the disagreement within thirty (b30) of any Foreign Entity that is filed days after the date of this Agreement, regardless on which they are engaged or as soon as possible thereafter. The determination of the period covered Settlement Accountants shall be binding on the parties. The cost of the services of the Settlement Accountants together with the expense of filing any amended Tax Returns (as described in the next sentence) will be borne by the Tax Returnparty whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Settlement Accountants; provided, that any costs attributable to the Securityholder Representative shall be borne by the Participating Securityholders. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade The Tax Returns and that are subject to any similar returns to disagreement shall not be filed until such disagreement is resolved, provided that if such Tax Returns must be filed in order to avoid a penalty, such Tax Returns may be filed as prepared (with any jurisdiction, as soon as they become available, even changes to which the parties agree prior to May 15the date of filing reflected therein), 2007. Seller and Purchaser if further changes are agreed upon or required by the Settlement Accountants then Parent shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review amend such Tax Returns promptly to reflect such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of changes. (xb) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 Parent and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fullySecurityholder Representative will cooperate, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Section 5.9 and any proceeding related thereto. Such cooperation will include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such inquiry, audit, or other proceeding, proceeding and Purchaser shall have the sole right making employees available on a mutually convenient basis to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is provide additional information and explanation of any material provided hereunder. Parent will retain all books and records with respect to Tax matters pertinent to the Company relating to any Foreign Entitytax period beginning before the Closing Date until the expiration of the statute or period of limitations of the respective tax periods. (c) All Tax sharing agreements or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Certain Tax Matters. Seller shall permit Purchaser to review and comment on each Tax Return (a) Prior to the Closing, without the prior written consent of the Purchaser the Company will not (i) agree with any Seller that is filed after Governmental Body to extend the date statute of this Agreement if that Tax Return is filed limitations with respect to any period that includesTaxes, other than pursuant to extensions of time to file Tax Returns obtained in the Ordinary Course of Business), (ii) make or change any event that occurs onmaterial Tax election, (iii) settle or compromise any date between February 2material Tax claim or assessment, 2005 (iv) change an annual Tax accounting period, (v) adopt or change any material Tax accounting method, (vi) file any amended Tax Return with respect to a material amount of Taxes, (vii) enter into any closing agreement with respect to a material amount of Taxes or (viii) surrender any right to claim a refund of a material amount of Taxes. (b) Purchaser shall be responsible for the preparation and filing of all Tax Returns which are required to be filed after the Closing Date, including for any Short Tax Period, and (b) of any Foreign Entity that is filed after the date of this Agreement, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns pay or cause to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007paid all Taxes due thereon. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review All such Tax Returns promptly shall be prepared in a manner consistent with past custom and practice of the Company. Purchaser shall, prior to filing, provide the Seller with copies of such that they can completed income Tax Returns at least thirty (30) days prior to the due date for filing thereof, along with supporting workpapers, for the Seller’s review and approval. Seller’s approval shall not be timely filed, unreasonably withheld and shall be deemed to have been given unless Seller notifies purchaser within fourteen (14) days of Seller’s receipt of any such Tax Return as to any issue it has with respect thereto. Purchaser shall make such revisions to such Tax Returns as are reasonably requested by the Seller relating to Taxes that could be subject to indemnification under Section 10.2. (c) In the case of the federal (and, if applicable, state or local) income Tax Return for the period beginning on the day after the Closing Date, Purchaser shall include the Company in Purchaser’s affiliated group, shall elect to file a consolidated return pursuant to Section 1501 of the Code (or any similar provision of state or local Tax law), and shall prepare such Tax Returns on the basis of an interim closing of the books as of the close of business on the Closing Date in accordance with Treasury Regulations Section 1.502-76 (or any similar provision of state or local Tax law), provided that, for the avoidance of doubt, no election shall be made under Treasury Regulations Section 1.1502-76(b)(2)(ii)(D) (or any similar provision of state or local Tax law). (d) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”): (i) real, personal and intangible property Taxes (“Property Taxes”) of the Company attributable to the portion of such Straddle Period through the end of the Closing Date will be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period up to and including the Closing Date and the denominator of which is the total number of days in the Straddle Period; and (ii) the Taxes of the Company other than Property Taxes attributable to the portion of the Straddle Period through the end of the Closing Date will be computed as if such taxable period ended as of the close of business on the Closing Date. (e) Unless otherwise required by applicable Legal Requirements and subject to the last sentence of this Section 5.8(e), without the prior written consent of the Seller, which consent may be withheld in its sole and absolute discretion, Purchaser shall not amend (or cause or permit to be amended) any Tax Return relating to taxable periods ending on or before the Closing Date (including Straddle Periods), or take any other action, that could reasonably be expected to have the effect of increasing Taxes for which the Seller would have an obligation to indemnify Purchaser Indemnified Persons hereunder. Without limiting the generality of the foregoing, to the extent permissible under applicable law, neither Purchaser nor the Company shall elect to carry back any net operating loss or other tax attribute of the Company arising in any Taxable period that begins on or prior to the Closing Date and shall instead elect to carry forward such net operating loss or other tax attribute in its entirety. Notwithstanding the foregoing provisions of this Section 5.8(e), Purchaser may amend or file any Tax Return or take any other action prohibited hereunder if Purchaser agrees not to seek any indemnification from the Seller for any increase in Taxes for which Seller would otherwise have an obligation to indemnify Purchaser Indemnified Persons under this Agreement. (f) Purchaser shall pay and shall hold each Seller Indemnified Person harmless from all transfer, documentary, sales, use, registration and similar Taxes (including all applicable real estate transfer or gains taxes and state transfer taxes, and related fees, including any penalties interest and additions to Tax) attributable to or resulting from Merger (“Transfer Taxes”) other than the State of Washington Controlling Interest Transfer Tax, which shall be paid by Seller. On or prior to the Closing or within five (5) Business Days thereafter, Purchaser and Seller shall promptly give written notice present Tax receipts or other documents, satisfactory to Purchaser each other, demonstrating that all Transfer Taxes for which each party is responsible have been paid in full. (g) The parties shall provide each other with such assistance as may reasonably be requested by the others in connection with the preparation of any inquiryTax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liabilities for Taxes. Such assistance shall include making employees available on a mutually convenient basis to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns and supporting material. The parties will provide each other with any records or information that may be relevant to such preparation, audit, examination, proceeding or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entitydetermination.