Common use of Certain Tax Returns Clause in Contracts

Certain Tax Returns. (a) Subject to the provisions of Section 7.5, Seller, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed all U.S. or Canadian federal, state, provincial and local Tax Returns related to the Purchased Assets and the Business that are due with respect to any taxable year or other taxable period ending on or before the Closing Date. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods, unless otherwise required by Law. Seller shall provide such Tax Returns (other than income Tax Returns and Tax Returns that are not primarily related to the Business or the Purchased Assets) to Buyer for Buyer’s review a reasonable period of time prior to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods and do not include any new or amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that would reasonably be expected to adversely affect the Taxes or Tax liabilities with respect to the Business in a material respect for a Post-Closing Tax Period. Seller shall timely remit or cause to be timely remitted Taxes shown due and payable on such Tax Returns. (b) Subject to the provisions of Section 7.5, Buyer, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns related to the Purchased Assets and the Business not described in Section 7.1(a) that are required to be filed after the Closing Date that include any period of time during the Straddle Period. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods, to the extent practicable and unless otherwise required by Law. Buyer shall provide such Tax Returns to Seller for Seller’s review a reasonable period of time prior to their filing date. Buyer shall timely remit (or cause to be timely remitted) any Taxes due with respect to such Tax Returns. At the same time that Buyer provides a Tax Return to Seller for a Straddle Period pursuant to the provisions of this Section 7.1(b), Buyer also shall provide Seller with an allocation schedule, allocating (in accordance with the provisions of Section 7.2) the Tax with respect to which the Tax Return is filed between the portion of the Straddle Period ending on the Closing Date and the remaining portion of the Straddle Period. In the event Seller objects to the manner in which said allocation schedule allocates Tax between the two portions of the Straddle Period, Seller shall notify Buyer within fifteen (15) days of receipt of said allocation schedule, and the parties shall endeavor within the next ten (10) days in good faith to resolve such dispute. If the parties are unable to resolve their disagreement, the parties shall refer their dispute to the Tax Accountant whose decision shall be final and binding. Seller shall remit (or cause to be timely remitted) to Buyer (or its Affiliate) Seller’s allocable share (determined in accordance with the foregoing provisions of this Section 7.1(b)) of Taxes with respect to the aforementioned Tax Returns for Straddle Period within the later of (x) fifteen (15) days of receipt of said allocation schedule or (y) five (5) days after resolution of dispute with respect to said allocation schedule in accordance with the foregoing provisions of this Section 7.1(b). (c) From and after the Closing, Buyer shall not cause or permit its Affiliates to file an amended Tax Return for any period or portion of a period occurring on or before the Closing Date without the advance written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned).

Certain Tax Returns. The Doskocils shall properly and ------------------- timely prepare (a) Subject to the provisions of Section 7.5, Seller, at its own expense, shall prepare or cause to be prepared prepared), at the cost and shall timely file or cause to be timely filed expense of DMC, all U.S. or Canadian federal, state, provincial and local Tax Returns related to the Purchased Assets of DMC and the Business that are due Spectrum with respect to any taxable year or other taxable period ending periods that end on or before the Closing DateDate (the "Seller Returns"), and DMC and Spectrum shall timely file any Seller Returns which are prepared in a manner consistent with this Section 8.14; provided that DMC shall not be required to reimburse the Doskocils for their out-of-pocket costs and expenses relating to preparation of Sellers Returns (including legal and accounting fees) in excess of $10,000. Such Tax The Doskocils shall provide the completed Seller Returns to Buyers for Buyers' review at least ten business days before the due date thereof. The Seller Returns shall be prepared in a manner and using accounting methods which is consistent with past practices, except as otherwise required by applicable law. Income, gain, loss, deduction and credit of DMC and Spectrum shall be allocated between the Seller Returns and any succeeding taxable period on the basis of a closing of the books of DMC at the close of business on the day preceding the Closing Date in accordance with Section 1362(e)(6)(D) of the Code and in the case of Spectrum as of the Closing. At the request of Buyers, Sellers shall cause an election pursuant to Section 754 of the Code to be in effect with respect to the taxable year of Spectrum ending on the Closing Date. Buyers, DMC and Spectrum agree to cooperate with the Doskocils in connection with the preparation of the Seller Returns, including without limitation by providing the Doskocils (and their agents) with access to all books and records which are reasonably related to the preparation of the Seller Returns and executing any required elections with respect thereto. None of Buyers, DMC or Spectrum will file any amended Tax Returns (including amended Tax Returnsor claim for refund or extend any statute of limitations with respect to Indemnifiable Taxes or Pass Through Taxes without obtaining the prior written consent of the Doskocils. Pursuant to Section 5.4(a) of Seller and the Selling Affiliates filed on or this Agreement, certain amounts are being paid prior to the Closing Date for prior fiscal periods, unless otherwise required by Lawto officers and other employees of DMC and Spectrum ("Bonus Amounts"). Seller shall provide such Tax Returns (other than income Tax Returns The Sellers and Tax Returns Buyers agree that are not primarily related to the Business or the Purchased Assets) to Buyer for Buyer’s review a reasonable period of time prior to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods and do not include any new or amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that would reasonably be expected to adversely affect the Taxes or Tax liabilities Bonus Amounts with respect to employees of Spectrum are deductible in the Business in a material respect for a Post-Closing Tax Period. Seller shall timely remit or cause to be timely remitted Taxes shown due and payable on such Tax Returns. (b) Subject to the provisions of Section 7.5, Buyer, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns related to the Purchased Assets and the Business not described in Section 7.1(a) that are required to be filed after the Closing Date that include any period of time during the Straddle Period. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods, to the extent practicable and unless otherwise required by Law. Buyer shall provide such Tax Returns to Seller for Seller’s review a reasonable period of time prior to their filing date. Buyer shall timely remit (or cause to be timely remitted) any Taxes due with respect to such Tax Returns. At the same time that Buyer provides a Tax Return to Seller for a Straddle Period pursuant to the provisions of this Section 7.1(b), Buyer also shall provide Seller with an allocation schedule, allocating (in accordance with the provisions of Section 7.2) the Tax with respect to which the Tax Return is filed between the portion of the Straddle Period ending on the Closing Date and the remaining portion of the Straddle Period. In the event Seller objects to the manner in which said allocation schedule allocates Tax between the two portions of the Straddle Period, Seller shall notify Buyer within fifteen (15) days of receipt of said allocation schedule, and the parties shall endeavor within the next ten (10) days in good faith to resolve such dispute. If the parties are unable to resolve their disagreement, the parties shall refer their dispute to the Tax Accountant whose decision shall be final and binding. Seller shall remit (or cause to be timely remitted) to Buyer (or its Affiliate) Seller’s allocable share (determined in accordance with the foregoing provisions of this Section 7.1(b)) of Taxes with respect to the aforementioned Tax Returns for Straddle Period within the later of (x) fifteen (15) days of receipt of said allocation schedule or (y) five (5) days after resolution of dispute with respect to said allocation schedule in accordance with the foregoing provisions of this Section 7.1(b). (c) From and after the Closing, Buyer shall not cause or permit its Affiliates to file an amended Tax Return for any period or portion of a period occurring on or before the Closing Date without the advance written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned).

Certain Tax Returns. (a) Subject to the provisions of Section 7.5, Seller, at its own expense, The Holder Representative shall prepare or cause to be prepared the IRS Form 1065 (and shall timely file or cause to be timely filed all U.S. or Canadian federal, state, provincial and local comparable state income Tax Returns related to Returns) of the Purchased Assets and the Business that are due Company with respect to any taxable year or other taxable period ending on or before the Pre-Closing DateTax Periods (“Flow-Through Returns”). Such Tax All such Flow-Through Returns shall be prepared in a manner and using accounting methods consistent with past practice, except as otherwise required by applicable Law and shall not reflect the Tax Returns (including amended Tax Returns) deemed sale of Seller and the Selling Affiliates filed on or assets to Parent described in Section 6.1. No later than 90 days prior to the Closing Date due date (determined with regard to all available automatic extensions) for prior fiscal periodsfiling such Flow-Through Returns, unless otherwise required by Law. Seller the Holder Representative shall provide deliver such Tax Returns (other than income Tax Returns and Tax Returns that are not primarily related Flow-Through Returns, along with supporting workpapers, to the Business or the Purchased Assets) to Buyer Parent for Buyer’s review a reasonable period of time prior to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheldits review, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or Holder Representative shall consider in good faith any reasonable comments from Parent made within 60 days prior to the Closing Date due date for prior fiscal periods and do not include any new or amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that would reasonably be expected filing such Flow-Through Returns (determined with regard to adversely affect the Taxes or Tax liabilities with respect to the Business in a material respect for a Postall available automatic extensions). The Holder Representative shall cause such Flow-Closing Tax Period. Seller shall timely remit or cause Through Return to be timely remitted Taxes shown due and payable on such Tax Returnsfiled. (b) Subject to Each Tax Return of the provisions of Company or its Subsidiaries other than those described in Section 7.5, Buyer, at its own expense, 6.2(a) shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns related to by the Purchased Assets and the Business not described in Section 7.1(a) that are party required to be filed after the Closing Date that include any period of time during the Straddle Period. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods, to the extent practicable and unless otherwise required by Law. Buyer shall provide file such Tax Returns to Seller Return under applicable Law (without affecting the liability for Seller’s review a reasonable period of time prior to their filing date. Buyer shall timely remit (or cause to be timely remitted) any Taxes due with respect to such underlying Tax Returns. At the same time that Buyer provides a Tax Return to Seller for a Straddle Period pursuant to the provisions of as set forth in this Section 7.1(b), Buyer also shall provide Seller with an allocation schedule, allocating (in accordance with the provisions of Section 7.2) the Tax with respect to which the Tax Return is filed between the portion of the Straddle Period ending on the Closing Date and the remaining portion of the Straddle Period. In the event Seller objects to the manner in which said allocation schedule allocates Tax between the two portions of the Straddle Period, Seller shall notify Buyer within fifteen (15) days of receipt of said allocation schedule, and the parties shall endeavor within the next ten (10) days in good faith to resolve such dispute. If the parties are unable to resolve their disagreement, the parties shall refer their dispute to the Tax Accountant whose decision shall be final and binding. Seller shall remit (or cause to be timely remitted) to Buyer (or its Affiliate) Seller’s allocable share (determined in accordance with the foregoing provisions of this Section 7.1(b)) of Taxes with respect to the aforementioned Tax Returns for Straddle Period within the later of (x) fifteen (15) days of receipt of said allocation schedule or (y) five (5) days after resolution of dispute with respect to said allocation schedule in accordance with the foregoing provisions of this Section 7.1(bAgreement). (c) From For the avoidance of doubt, any deductible item resulting from or attributable to (i) transaction bonuses, change-in-control payments, severance payments, retention payments, or similar payments made to employees or other service providers of the Company; (ii) the fees, expenses, and after interest (including unamortized original issue discount and any other amounts treated as interest for federal income Tax purposes and any prepayment penalty or breakage fees or accelerated deferred financing fees) incurred by the ClosingCompany with respect to the payment of any Indebtedness; (iii) the amount of investment banking, Buyer legal, and accounting fees and expenses paid or payable by the Company; and (iv) the amount of any deductions for federal income Tax purposes as a result of the exercise or payment for cancellation of employee or other compensatory warrants or similar interests, in each case arising in connection with the transactions contemplated by this Agreement and as determined jointly by Parent and the Holder Representative in good faith (with respect to the amount of such items and not with respect to the deductibility which shall not cause be determined solely by Holder Representative), shall be taken into account as a deduction in the Flow-Through Returns of the Holders (and treated as a liability assumed by Parent, and therefore as additional purchase price, to the extent paid by Parent or permit its Affiliates and not otherwise treated for applicable income tax purposes as part of the purchase price) to file an amended Tax Return the extent permitted under applicable Law, as determined jointly by Parent and the Holder Representative in good faith. Notwithstanding the foregoing, Parent and the Surviving Company shall in no event be liable to any Person (including any Holder) if any such treatment is challenged or disallowed for any period or portion of a period occurring on or before the Closing Date without the advance written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned)reason.

Certain Tax Returns. (a) Subject to the provisions of Section 7.56.9, Seller, at its own expense, shall Seller will prepare and timely file (or cause to be prepared and shall timely file or cause to be timely filed filed) all U.S. or Canadian federal, state, provincial and local Tax Returns related to the Purchased Assets and the Business that are due with respect to of a Transferred Entity for any taxable year or other taxable period ending on or before prior to the Closing Date, regardless of when such Tax Returns are due. Any such Tax Return prepared pursuant to this Section 6.1(a) shall be prepared in a manner consistent with past practice (unless otherwise required by Law or otherwise pursuant to this Agreement). Such Tax Returns shall be prepared in a manner submitted by Seller (together with schedules, statements and using accounting methods consistent with the Tax Returns supporting documentation) to Purchaser at least thirty (including amended Tax Returns30) of Seller and the Selling Affiliates filed on or days prior to the Closing Date for prior fiscal periods, unless otherwise required by Law. Seller shall provide due date thereof (taking into account properly obtained extensions) of such Tax Returns (other than income Tax Returns and Tax Returns that are not primarily related to or such shorter period as reasonable under the Business or the Purchased Assetscircumstances) to Buyer for BuyerPurchaser’s review a and comment, such reasonable period of time prior comments to their filing date. If Buyer consents to be incorporated into such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods and do not include any new or amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that would reasonably be expected to adversely affect the Taxes or Tax liabilities with respect to the Business in a material respect for a Post-Closing Tax Period. Seller shall timely remit or cause to be timely remitted Taxes shown due and payable on such Tax Returnsas filed. (b) Subject to the provisions of Section 7.56.9, Buyer, at its own expense, shall Purchaser will prepare and timely file (or cause to be prepared and shall timely file or cause to be timely filed filed) all Tax Returns related to the Purchased Assets and the Business not described in Section 7.1(a) that are required to be filed after the Closing Date that include of a Transferred Entity for any period of time during the Straddle Period. Such Any such Tax Returns prepared pursuant to this Section 6.1(b) shall be prepared in a manner and using accounting methods consistent with the past practice (unless otherwise required by Law or otherwise pursuant to this Agreement); provided, however, that each such Tax Returns (including amended Tax Returns) Return of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periodsVS2 shall, to the extent practicable and unless otherwise required by Lawa Section 754 Election is not already in effect, reflect a Section 754 Election. Buyer shall provide Any such Tax Returns prepared pursuant to this Section 6.1(b), shall be submitted by Purchaser (together with schedules, statements and supporting documentation) to Seller at least thirty (30) days prior to the due date thereof (taking into account properly obtained extensions) of such Tax Returns (or such shorter period as reasonable under the circumstances) for Seller’s review a and comment, such reasonable period of time prior to their filing date. Buyer shall timely remit (or cause comments to be timely remitted) any Taxes due with respect to incorporated into such Tax Returns. At the same time that Buyer provides a Tax Return to Seller for a Straddle Period pursuant to the provisions of this Section 7.1(b), Buyer also shall provide Seller with an allocation schedule, allocating (in accordance with the provisions of Section 7.2) the Tax with respect to which the Tax Return is filed between the portion of the Straddle Period ending on the Closing Date and the remaining portion of the Straddle Period. In the event Seller objects to the manner in which said allocation schedule allocates Tax between the two portions of the Straddle Period, Seller shall notify Buyer within fifteen (15) days of receipt of said allocation schedule, and the parties shall endeavor within the next ten (10) days in good faith to resolve such dispute. If the parties are unable to resolve their disagreement, the parties shall refer their dispute to the Tax Accountant whose decision shall be final and binding. Seller shall remit (or cause to be timely remitted) to Buyer (or its Affiliate) Seller’s allocable share (determined in accordance with the foregoing provisions of this Section 7.1(b)) of Taxes with respect to the aforementioned Tax Returns for Straddle Period within the later of (x) fifteen (15) days of receipt of said allocation schedule or (y) five (5) days after resolution of dispute with respect to said allocation schedule in accordance with the foregoing provisions of this Section 7.1(b)as filed. (c) From and after the Closing, Buyer shall not cause or permit its Affiliates to file an amended Tax Return for any period or portion of a period occurring on or before the Closing Date without the advance written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned).

Certain Tax Returns. (a) Subject to the provisions of Section 7.5, Seller, at its own expense, The XX Xxxxxxx Sellers shall prepare (or cause to be prepared prepared) and shall timely file (or cause to be timely filed) any Tax Return required to be filed by any of the XX Xxxxxxx Entities prior to the Closing Date (taking into account extensions). The Company shall prepare (or cause to be prepared) and timely file (or cause to be timely filed) any Tax Return required to be filed by any of the Acquired Companies prior to the Closing Date (taking into account extensions). (b) Purchaser shall prepare (or cause to be prepared) all U.S. or Canadian federal, state, provincial and local Tax Returns related to of the Purchased Assets and the Business Transferred Entities that are due with respect to any taxable year or other after the Closing Date. Any such Tax Return that is for a taxable period ending on or before the Closing Date. Such Date (including, without limitation, in the case of the Company, IRS Form 1065 and related Schedules K-1 (and any similar or corresponding state income Tax Returns Return)) (a “Pre-Closing Tax Return”) or for a Straddle Period (a “Straddle Period Tax Return”), shall be prepared in a manner and using accounting methods consistent with Section 9.3(c) and, except as otherwise required pursuant to Section 9.3(c), in a manner consistent with the Tax Returns (including amended Tax Returns) past practices of Seller the relevant Transferred Entity and the Selling Affiliates filed on or LLC Agreement as in effect immediately prior to the Closing Date for prior fiscal periods, unless otherwise required by LawFirst Effective Time. Seller Purchaser shall provide such Tax Returns deliver (other than income Tax Returns and Tax Returns that are not primarily related to the Business or the Purchased Assets) to Buyer for Buyer’s review a reasonable period of time prior to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods and do not include any new or amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that would reasonably be expected to adversely affect the Taxes or Tax liabilities with respect to the Business in a material respect for a Post-Closing Tax Period. Seller shall timely remit or cause to be timely remitted Taxes shown delivered) a draft of each Pre-Closing Tax Return and each Straddle Period Tax Return to the Sellers’ Representative for its review and comment no later than thirty (30) days prior to the due and payable on date (taking into account extensions) for such Tax Returns. Return. In the case of any Pre-Closing Tax Return that (bx) Subject could (or the filing of which could) result in a material Tax Liability of any Seller (or any direct or indirect owner of any Seller) or give rise to a material indemnification obligation of any Seller hereunder (taking into account the provisions funds remaining in the Escrow Account) and (y) could not result in a material Tax Liability of Section 7.5Purchaser or any of its Affiliates (a “Seller Pre-Closing Tax Return”), Buyer, at its own expense, Purchaser shall prepare reflect (or cause to be prepared reflected) any comments provided by the Sellers’ Representative on any such Seller Pre-Closing Tax Return prior to the filing thereof and Purchaser shall timely file or cause to be timely filed all Tax Returns related to the Purchased Assets and the Business not described in Section 7.1(a) that are required to be filed after the Closing Date that include any period of time during the Straddle Period. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods, to the extent practicable and unless otherwise required by Law. Buyer shall provide such Tax Returns to Seller for Seller’s review a reasonable period of time prior to their filing date. Buyer shall timely remit (or cause to be timely remittedfiled) any Taxes due with respect to (taking into account extensions) such Tax Returns. At the same time that Buyer provides a Seller Pre-Closing Tax Return (as so revised to Seller for a Straddle Period pursuant to reflect the provisions of this Section 7.1(bcomments provided by the Sellers’ Representative), Buyer also shall provide Seller with an allocation schedule, allocating (in accordance with the provisions of Section 7.2) the Tax with respect to which the Tax Return is filed between the portion of the Straddle Period ending on the Closing Date and the remaining portion of the Straddle Period. In the event case of any Pre-Closing Tax Return (other than a Seller objects Pre-Closing Tax Return) or any Straddle Period Return, in each case, that could (or the filing of which could) result in a Tax Liability of any Seller (or any direct or indirect owner of any Seller) or give rise to an indemnification obligation of any Seller hereunder (taking into account the manner funds remaining in which said allocation schedule allocates Tax between the two portions of Escrow Account) (a “Shared Return”), Purchaser shall consider in good faith any comments provided by the Straddle Period, Seller shall notify Buyer within fifteen (15) days of receipt of said allocation schedule, and the parties shall endeavor within the next Sellers’ Representative no later than ten (10) days prior to the due date therefor (taking into account extensions). If Purchaser disagrees with any comments provided by the Sellers’ Representative on any Shared Return, Purchaser and the Seller’s Representative shall cooperate in good faith to resolve any disagreement prior to the due date for such disputeShared Return (taking into account extensions). If Purchaser and the parties Sellers’ Representative are unable to resolve their disagreement, the parties shall refer their dispute reach agreement with respect to any Shared Return prior to the Tax Accountant whose decision due date therefor (taking into account extensions), (x) Purchaser shall be final and binding. Seller shall remit timely file (or cause to be timely remittedfiled) to Buyer such Shared Return as prepared by Purchaser (or its Affiliate) Seller’s allocable share (determined in accordance and reflecting any comments provided by the Sellers’ Representative with the foregoing provisions of this Section 7.1(bwhich Purchaser agrees)) of Taxes with respect to the aforementioned Tax Returns for Straddle Period within the later of (x) fifteen (15) days of receipt of said allocation schedule or , (y) five the Sellers’ Representative and Purchaser shall thereafter promptly cause the Independent Accounting Firm to resolve any remaining disputes, and (5z) days after Purchaser shall amend (or cause to be amended) such Shared Return to reflect the resolution of dispute with respect to said allocation schedule in accordance the Independent Accounting Firm. Any resolution of the Independent Accounting Firm shall reflect and be consistent with the foregoing provisions terms of this Agreement and any fees and expenses of the Independent Accounting Firm shall be borne equally by the Sellers’ Representative, on the one hand, and Purchaser, on the other hand. Except to the extent required pursuant to this Section 7.1(b9.3(b) in the case of a Shared Return, Purchaser shall not amend or revoke (or permit any of its Affiliates to amend or revoke) any Pre-Closing Tax Return or any Straddle Period Tax Return (or any notification or election relating thereto) without the prior written consent of the Sellers’ Representative (not to be unreasonably withheld, conditioned or delayed). At the request of the Sellers’ Representative, Purchaser shall file (or cause to be filed) amended Seller Pre-Closing Tax Returns. (c) From To the extent permitted by applicable Law, any deduction arising in respect of the Liquidity Payment (as defined in the Phantom Equity Letter Agreement) shall be reflected on the IRS Form 1065 and after related Schedules K-1 (and any similar or corresponding state income Tax Return) of the Closing, Buyer shall not cause or permit its Affiliates to file an amended Tax Return Company for any the last taxable period or portion of a period occurring the Company ending on or before the Closing Date without the advance written consent of Seller (which consent and such deduction shall not be unreasonably withheld, delayed or conditioned)specially allocated to Management Blocker.

Certain Tax Returns. (a) Subject to the provisions of Section 7.5, Seller, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed all U.S. or Canadian federal, state, provincial and local Tax Returns related to the Purchased Assets and the Business that are due with respect to any taxable year or other taxable period ending on or before the Closing Date. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods, unless otherwise required by Law. Seller shall provide such Tax Returns (other than income Tax Returns and Tax Returns that are not primarily related to the Business or the Purchased Assets) to Buyer for Buyer’s review a reasonable period of time prior to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods and do not include any new or amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that would reasonably be expected to adversely affect the Taxes or Tax liabilities with respect to the Business in a material respect for a Post-Closing Tax Period. Seller shall timely remit or cause to be timely remitted Taxes shown due and payable on such Tax Returns.. 52 Asset Purchase Agreement (b) Subject to the provisions of Section 7.5, Buyer, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns related to the Purchased Assets and the Business not described in Section 7.1(a) that are required to be filed after the Closing Date that include any period of time during the Straddle Period. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods, to the extent practicable and unless otherwise required by Law. Buyer shall provide such Tax Returns to Seller for Seller’s review a reasonable period of time prior to their filing date. Buyer shall timely remit (or cause to be timely remitted) any Taxes due with respect to such Tax Returns. At the same time that Buyer provides a Tax Return to Seller for a Straddle Period pursuant to the provisions of this Section 7.1(b), Buyer also shall provide Seller with an allocation schedule, allocating (in accordance with the provisions of Section 7.2) the Tax with respect to which the Tax Return is filed between the portion of the Straddle Period ending on the Closing Date and the remaining portion of the Straddle Period. In the event Seller objects to the manner in which said allocation schedule allocates Tax between the two portions of the Straddle Period, Seller shall notify Buyer within fifteen (15) days of receipt of said allocation schedule, and the parties shall endeavor within the next ten (10) days in good faith to resolve such dispute. If the parties are unable to resolve their disagreement, the parties shall refer their dispute to the Tax Accountant whose decision shall be final and binding. Seller shall remit (or cause to be timely remitted) to Buyer (or its Affiliate) Seller’s allocable share (determined in accordance with the foregoing provisions of this Section 7.1(b)) of Taxes with respect to the aforementioned Tax Returns for Straddle Period within the later of (x) fifteen (15) days of receipt of said allocation schedule or (y) five (5) days after resolution of dispute with respect to said allocation schedule in accordance with the foregoing provisions of this Section 7.1(b). (c) From and after the Closing, Buyer shall not cause or permit its Affiliates to file an amended Tax Return for any period or portion of a period occurring on or before the Closing Date without the advance written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned).

Certain Tax Returns. (a) Subject to Following the provisions of Section 7.5Closing, SellerNewCo Seller shall prepare, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed prepared, all U.S. or Canadian federal, state, provincial and local income Tax Returns related to of the Purchased Assets Company and its Subsidiaries for reporting flow-through Tax items of the Business Sellers or the NewCo Seller that are due after the Closing Date with respect to any taxable year or other taxable period ending that ends on or before the Closing DateDate (such Tax Returns, “Pre-Closing Tax Returns”). Such Any such Pre-Closing Tax Returns shall be prepared in a manner and using accounting methods consistent with past practices of the Company and its Subsidiaries except as otherwise required by applicable Law, provided that any Transaction Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed Deductions that accrue on or prior to the Closing Date for prior fiscal periods, unless otherwise required by Law. Seller shall provide such Tax Returns (other than income Tax Returns and Tax Returns that are not primarily related be allocated to the Business taxable year or the Purchased Assets) to Buyer for Buyer’s review a reasonable period of time prior to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods and do not include any new or amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that would reasonably be expected to adversely affect the Taxes or Tax liabilities with respect to the Business in a material respect for a Post-Closing Tax Period. Seller shall timely remit or cause to be timely remitted Taxes shown due and payable on such Tax Returns. (b) Subject to the provisions of Section 7.5, Buyer, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns related to the Purchased Assets and the Business not described in Section 7.1(a) that are required to be filed after the Closing Date that include any period of time during the Straddle Period. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods, to the extent practicable and unless otherwise required by Law. Buyer shall provide such Tax Returns to Seller for Seller’s review a reasonable period of time prior to their filing date. Buyer shall timely remit (or cause to be timely remitted) any Taxes due with respect to such Tax Returns. At the same time that Buyer provides a Tax Return to Seller for a Straddle Period pursuant to the provisions of this Section 7.1(b), Buyer also shall provide Seller with an allocation schedule, allocating (in accordance with the provisions of Section 7.2) the Tax with respect to which the Tax Return is filed between the portion of the Straddle Period thereof ending on the Closing Date and the remaining portion of the Straddle Period. In the event Seller objects to the manner in which said allocation schedule allocates maximum extent permissible under applicable Law. Other than with respect to the Company’s federal income Tax between Return for calendar year 2018, at least 30 days prior to the two portions of the Straddle Perioddue date for filing any Pre-Closing Tax Return (after giving effect to any valid extensions thereof), NewCo Seller shall notify provide Buyer within fifteen with a draft of such Tax Return for Buyer’s review and comment. Buyer shall provide any written comments to NewCo Seller not later than 10 days after receiving any such Pre-Closing Tax Return and, if Buyer does not provide any written comments with ten (1510) days of receipt of said allocation scheduledays, the Buyer shall be deemed to have accepted such Pre-Closing Tax Return. Seller Representative and the parties Buyer shall endeavor within the next attempt to negotiate in good faith to resolve any dispute with respect to such Pre-Closing Tax Return. If Seller Representative and Buyer are unable to resolve any such dispute at least ten (10) days in good faith before the due date for any such Pre-Closing Tax Return (after giving effect to resolve such dispute. If any valid extensions thereof) the parties are unable to resolve their disagreement, the parties dispute shall refer their dispute be referred to the Tax Accountant whose decision shall be final and binding. Seller shall remit (or cause to be timely remitted) to Buyer (or its Affiliate) Seller’s allocable share (determined in accordance with the foregoing provisions of this Section 7.1(b)) of Taxes with respect to the aforementioned Tax Returns Neutral Auditor for Straddle Period within the later of (x) fifteen (15) days of receipt of said allocation schedule or (y) five (5) days after resolution of dispute with respect to said allocation schedule in accordance with the foregoing provisions of this Section 7.1(b). (c) From and after the Closing, Buyer shall not cause or permit its Affiliates to file an amended Tax Return for any period or portion of a period occurring on or before the due date for any such Pre-Closing Date without Tax Return (after giving effect to any valid extensions thereof) and the advance written consent fees shall be shared one-half by Seller Representative (on behalf of Seller (which consent shall not be unreasonably withheld, delayed or conditioned)the Sellers) and one-half by Buyer.

Certain Tax Returns. (a) Subject to Following the provisions of Section 7.5Closing, SellerSeller Representative shall prepare, at its own expense, shall prepare or cause to be prepared prepared, and shall timely file or cause to be timely filed filed, at the sole cost and expense of Sellers, all U.S. or Canadian federal, state, provincial and local Pass Thru Tax Returns related to of the Purchased Assets and Company due after the Business that are due Closing Date with respect to any taxable year or other taxable period Tax Period ending on or before our prior to the Closing DateDate (such Tax Returns, “Pre-Closing Pass Thru Tax Returns”). Such Any such Pre-Closing Pass Thru Tax Returns shall be prepared in a manner and using accounting methods consistent with the Intended Tax Returns (including amended Tax Returns) of Seller Treatment and the Selling Affiliates filed past practices of the Company and its Subsidiaries except as otherwise required by applicable Law, provided that any Transaction Tax Deductions shall be allocated to the taxable year or portion thereof ending on the Closing Date to the extent permissible under applicable Law (based on a “more likely than not” or higher standard). Prior to filing (or causing to file) any Pre-Closing Pass Thru Tax Return, Seller Representative shall provide Buyer with a draft of such Pre-Closing Pass Thru Tax Return as soon as reasonably practicable prior to the deadline for timely filing such Pre-Closing Date for prior fiscal periods, unless otherwise required by Law. Seller shall provide such Pass Thru Tax Returns Return (other than income Tax Returns and Tax Returns that are not primarily related after giving effect to the Business or the Purchased Assetsany valid extensions thereof) to Buyer for Buyer’s review a reasonable period of time prior review, comment and approval (not to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed conditioned, or conditioned) then delayed), and Seller Representative shall timely file consider in good faith any reasonable comments of Buyer to such Tax ReturnsReturn. Notwithstanding anything To the extent Buyer and Seller Representative disagree on the content of a Pre-Closing Pass Thru Tax Return, Seller Representative and Buyer shall negotiate in good faith to resolve any disputed items on such Pre-Closing Pass Thru Tax Return; provided that if Seller Representative and Buyer cannot come to a mutual agreement on such Pre-Closing Pass Thru Tax Return within fifteen (15) days of the contrary in this Section 7.1(adeadline for timely filing such Tax Return (after giving effect to any valid extensions thereof), Seller the matter shall not be required resolved pursuant to provide any such substantially identical procedures as set forth for the resolution of disputes in Section 1.04(c). For the avoidance of doubt, the Sellers shall have the sole right to prepare and file all Tax Returns to Buyer for Buyer’s review or consent of the DISC to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with that the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or DISC is liquidated prior to the Closing Date for prior fiscal periods and do not include any new or in accordance with Section 6.09. No Pre-Closing Pass Thru Tax Return may be amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that unless such amendment would not reasonably be expected to adversely affect the Taxes or Tax liabilities with respect to positions of the Business Buyer or the Company in a material respect for a Post-Closing Tax Period. Seller shall timely remit or cause to be timely remitted Taxes shown due and payable on such Tax Returns. (b) Subject to the provisions of Section 7.5, Buyer, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns related to the Purchased Assets and the Business not described in Section 7.1(a) that are required to be filed any taxable period ending after the Closing Date that include any period of time during the Straddle Period. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods, to the extent practicable and unless otherwise required by Law. the prior written consent of the Buyer shall provide such Tax Returns to Seller for Seller’s review a reasonable period of time prior to their filing date. Buyer shall timely remit (or cause to be timely remitted) any Taxes due is obtained with respect to such Tax Returns. At the same time that Buyer provides a Tax Return to Seller for a Straddle Period pursuant to the provisions of this Section 7.1(b)amendment, Buyer also shall provide Seller with an allocation schedule, allocating (in accordance with the provisions of Section 7.2) the Tax with respect to which the Tax Return is filed between the portion of the Straddle Period ending on the Closing Date and the remaining portion of the Straddle Period. In the event Seller objects to the manner in which said allocation schedule allocates Tax between the two portions of the Straddle Period, Seller shall notify Buyer within fifteen (15) days of receipt of said allocation schedule, and the parties shall endeavor within the next ten (10) days in good faith to resolve such dispute. If the parties are unable to resolve their disagreement, the parties shall refer their dispute to the Tax Accountant whose decision shall be final and binding. Seller shall remit (or cause to be timely remitted) to Buyer (or its Affiliate) Seller’s allocable share (determined in accordance with the foregoing provisions of this Section 7.1(b)) of Taxes with respect to the aforementioned Tax Returns for Straddle Period within the later of (x) fifteen (15) days of receipt of said allocation schedule or (y) five (5) days after resolution of dispute with respect to said allocation schedule in accordance with the foregoing provisions of this Section 7.1(b). (c) From and after the Closing, Buyer shall not cause or permit its Affiliates to file an amended Tax Return for any period or portion of a period occurring on or before the Closing Date without the advance written consent of Seller (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. For the avoidance of doubt, the parties agree that no such amendment shall be permitted unless a Push-Out Election is permitted by applicable Law and made (or is required to be made pursuant to Section 7.05(c)) with respect to such Tax period.

Certain Tax Returns. (a) Subject to the provisions of Section 7.5, SellerShareholder shall be responsible, at its own his expense, shall prepare or cause for filing (and, if necessary, obtaining extensions for filing) all federal income tax returns and state income tax returns of the Company for those jurisdictions in which the Company is entitled to be prepared and shall timely file or cause to be timely filed all U.S. or Canadian federal, state, provincial and local Tax Returns related to the Purchased Assets and the Business that are due with respect to any taxable year or other taxable period ending on or before the Closing Date. Such Tax Returns shall be prepared treated in a manner and using accounting methods consistent with comparable to the Tax Returns (including amended Tax Returnsfederal tax treatment under Section 1362(a) of Seller and the Selling Affiliates Code, required to be filed by or on behalf of the Company for taxable periods ending on or prior to the Closing Date for prior fiscal periods, unless otherwise required by Law. Seller shall provide such Tax Returns (other than income Tax Returns and Tax Returns that Effective Time which tax returns are not primarily related to the Business or the Purchased Assets) to Buyer for Buyer’s review a reasonable period of time prior to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods and do not include any new or amended material Tax position that would be binding on the Purchased Assets or Buyer due after the Closing or that would reasonably be expected to adversely affect the Taxes or Tax liabilities with Effective Time, taking into account extensions. With respect to the Business in a material respect for a Post-Closing Tax Period. Seller shall timely remit or cause to be timely remitted Taxes shown due and payable on such Tax Returns. (b) Subject to the provisions of Section 7.5, Buyer, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns related to the Purchased Assets and the Business not described in Section 7.1(a) that are any tax return required to be filed after by Shareholder pursuant to this Section 8A.1, Shareholder shall provide the Closing Date that include any period U-Ship and their authorized representatives with copies of time during the Straddle Period. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns such completed tax returns at least thirty (including amended Tax Returns30) of Seller and the Selling Affiliates filed on or business days prior to the Closing Date due date for the filing of such tax returns and the U-Ship and their authorized representatives shall have the right to review such tax returns prior fiscal periods, to the extent practicable filing of such tax returns. Such tax returns shall become final and binding between the parties unless otherwise required by Lawthe U-Ship give written notice of disagreement (a "Notice of Disagreement") to Shareholder within ten (10) business days following receipt thereof. Buyer Any such Notice of Disagreement shall provide such Tax Returns to Seller for Seller’s review specify in reasonable detail the nature of any disagreement so asserted. During a reasonable period of time prior five days following the ten-day period specified in the immediately preceding paragraph, the Shareholder and U-Ship shall in good faith attempt to their filing date. Buyer shall timely remit (or cause to be timely remitted) resolve in writing any Taxes due differences which they may have with respect to any matter specified in any Notice of Disagreement. If at the end of such Tax Returnslatter five-day period the Shareholder and U-Ship have failed to reach written agreement with respect to all of such matters, then all such matters as specified in any Notice of Disagreement as to which such written agreement has not been reached (collectively, the "Disputed Matters") shall be submitted to and reviewed by an arbitrator (the "Arbitrator") mutually acceptable to U-Ship and Shareholder, which shall be any national or regional accounting firm, but excluding any such firm which has performed services for U-Ship within the previous two years. At the same time that Buyer provides a Tax Return to Seller for a Straddle Period pursuant The Shareholder, U-Ship and their respective accountants shall make readily available to the provisions Arbitrator all relevant books and records and work papers prepared by them and requested by the Arbitrator to resolve the Disputed Matters. The Arbitrator shall act promptly to resolve all Disputed Matters and its decision with respect to all Disputed Matters shall be final and binding upon the Shareholder and U-Ship. Upon resolution by the Arbitrator of this Section 7.1(b)all Disputed Matters, Buyer also the Arbitrator shall provide Seller with an allocation schedule, allocating (direct U-Ship to prepare and deliver to the Shareholder copies of the tax returns which are the subject of the Disputed Matters in accordance with the provisions decision of the Arbitrator, provided however, that if the Arbitrator adopts a position advocated by the Shareholder, at U-Ship's request the Shareholder shall provide an opinion of tax counsel of nationally recognized standing, chosen by the Shareholder and reasonably acceptable to U-Ship, that there is "substantial authority" within the meaning of Section 7.26662 of the Code, for any position required to be taken by U-Ship in any such tax return. The fees and expenses of Arbitrator shall be paid one half by the Shareholder and one half by U-Ship. Notwithstanding the foregoing, if within one business day prior to the due date of such tax returns (taking into account all available extensions) the Tax with respect parties have not agreed as to which the Tax Return is filed between the portion form and content of the Straddle Period ending on the Closing Date such tax returns and the remaining portion of the Straddle Period. In the event Seller objects to Arbitrator's decision has not yet been received by U-Ship, U-Ship shall file such tax returns in the manner in which said allocation schedule allocates Tax between the two portions of the Straddle Period, Seller shall notify Buyer within fifteen (15) days of receipt of said allocation schedule, and the parties shall endeavor within the next ten (10) days in good faith to resolve such dispute. If the parties are unable to resolve their disagreement, the parties shall refer their dispute to the Tax Accountant whose decision shall be final and binding. Seller shall remit (or cause to be timely remitted) to Buyer (or its Affiliate) Seller’s allocable share (determined in accordance with the foregoing provisions of this Section 7.1(b)) of Taxes it sees fit with respect to any disputed issues and in the aforementioned Tax Returns for Straddle Period within manner in which the later of (x) fifteen (15) days of receipt of said allocation schedule or (y) five (5) days after resolution of dispute parties have agreed with respect to said allocation schedule in accordance all other issues. The tax return actually filed with the foregoing provisions of this Section 7.1(b)Internal Revenue Service shall be referred to as the "Final Return. (c) From and after the Closing, Buyer shall not cause or permit its Affiliates to file an amended Tax Return for any period or portion of a period occurring on or before the Closing Date without the advance written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned)."