Common use of Certain Taxes Clause in Contracts

Certain Taxes. (a) All real property Taxes, personal property Taxes and similar obligations of HoldCo and the Subsidiary imposed by the State of California or any other Governmental Authority that are due or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date period, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing Date. Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCo, the Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo and the Subsidiary during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiary. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the Subsidiary. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filed.

Certain Taxes. (a) Any sales, use, gross-receipts, excise, value-added, property, transfer, or gains, real estate or land transfer or gains, documentary, stamp, registration, recording, filing, goods and services or other similar Taxes which may be payable by reason of the sale of the Purchased Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated hereby (“Transfer Taxes”), and that are not exempt under the Bankruptcy Code, shall be borne and timely paid by Seller. Seller shall, at its own expense, timely file any Tax Return or other document required to be filed with respect to such Transfer Taxes, and Purchaser shall join in the execution of any such Tax Return if required by Law. If Purchaser is required by Law to file any such Tax Return, Purchaser shall notify Seller of the amount of the Transfer Tax shown to be due on such Tax Return and Seller shall reimburse Purchaser for one hundred percent (100%) of the amount of such Transfer Tax by wire transfer of immediately available funds within ten (10) days of receipt of such notice to an account or accounts designated by Purchaser. (b) All real property Taxesproperty, personal property Taxes and similar obligations of HoldCo and ad valorem Taxes, if any, levied with respect to the Subsidiary imposed by the State of California or any other Governmental Authority that are due or become due Purchased Assets for Tax periods within a taxable period which includes (but does not end on) the Closing Date occurs (collectively, the “Apportioned ObligationsTaxes”) shall be apportioned between Seller for the pre-Closing Date period, and Purchaser based on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of such taxable period ending on and including the Closing Date (such portion of such taxable period, the “Pre-Closing Tax Period”) and the number of days of such taxable period that have elapsed before and after the Closing DateDate (such portion of such taxable period, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre“Post-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing DateTax Period”). Seller shall be responsible for the portion proportionate amount of such Apportioned Obligations Taxes that is attributable to the period ending before the Pre-Closing Date. Tax Period and such amount shall be an Excluded Liability, and Purchaser shall be responsible for the portion proportionate amount of such Apportioned Obligations Taxes that is attributable to the period beginning on or after the Post-Closing DateTax Period and such amount shall be an Assumed Liability. Each Any Apportioned Taxes shall be timely paid, and all applicable Tax Returns shall be timely filed, as provided by applicable Law. The paying Party shall cooperate be entitled to reimbursement from the non-paying Party for the non-paying Party’s portion of the Apportioned Taxes in assuring that accordance with this Section 11.1(b). Upon payment of any such Apportioned Obligations that are Taxes, the responsibility of Seller pursuant paying Party shall present a statement to the preceding sentences are paid by Seller, and that Apportioned Obligations that are non-paying Party setting forth the responsibility amount of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCo, the Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo and the Subsidiary during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect reimbursement to which the taxable period of HoldCo or paying Party is entitled under this Section 11.1(b), together with such supporting evidence as is reasonably necessary to calculate the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required amount to be filed reimbursed. The non-paying Party shall make such reimbursement by HoldCo or applicable Subsidiary. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the Subsidiary. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, wire transfer in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making immediately available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least funds within ten (10) business days prior of receipt of such statement to an account designated by the date such Tax Returns are due to be filedpaying Party.

Certain Taxes. (a) All real property Taxes, personal property Taxes and similar obligations of HoldCo and the Subsidiary Subsidiaries imposed by the State of California or any other Governmental Authority that are due or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-pre- Closing Date period, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary Subsidiaries shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and each of the Subsidiary Subsidiaries have ended on the Closing Date. Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCo, any of the Subsidiary Subsidiaries and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo and the Subsidiary Subsidiaries during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the any Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo or the any Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiary. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the SubsidiarySubsidiaries. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the SubsidiarySubsidiaries, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filed.

Certain Taxes. (a) All transfer (including real property estate transfer), documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement or the Transactions (“Transfer Taxes”) shall be borne [****]; provided that any penalties and interest caused by the fault of either Party shall be borne solely by that Party. The Party required by applicable Law to file any Tax Returns and other documentation with respect to all such Transfer Taxes shall file such Tax Returns and other documentation, and, if required by applicable Law, the other Party will join in the execution of any such Tax Returns and other documentation. The expenses of preparing such Tax Returns shall be borne equally by Seller and Buyer. (b) All real and personal property Taxes and similar ad valorem obligations of HoldCo and levied with respect to the Subsidiary imposed by the State of California Acquired Assets for any Tax period that begins on or any other Governmental Authority that are due or become due for Tax periods within which before the Closing Date occurs and ends after the Closing Date (collectivelyany such Tax period, the a “Apportioned ObligationsStraddle Period”) shall be apportioned between Seller for the pre-portion of such Straddle Period ending on the Closing Date period, and the portion of such Straddle Period beginning on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and day after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended based on the Closing Daterelative numbers of days in such portions of such Straddle Period. Seller shall be responsible for and shall pay the amount of such Taxes apportioned to the portion of such Apportioned Obligations attributable to the period applicable Straddle Period ending before on the Closing Date. Purchaser , and Buyer shall be responsible for and shall pay the amount of such Taxes apportioned to the portion of such Apportioned Obligations attributable to the period applicable Straddle Period beginning on or the date after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCo, the Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo and the Subsidiary during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiary. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the Subsidiary. (c) To the extent that Seller pays or has paid any amounts for which Buyer is responsible under Section 8.2(a) or Section 8.2(b) and Purchaser such payment is not reflected as a positive adjustment in the final determination of the Working Capital Amount, Buyer shall reimburse Seller within thirty (30) days after a written request for reimbursement (which written request shall include such supporting evidence as is reasonably cooperatenecessary to calculate such amount to be reimbursed) is delivered by the Seller to Buyer. To the extent that Buyer pays any amounts for which Seller is responsible under Section 8.2(a) or Section 8.2(b), and Seller shall cause their respective Affiliates, employees and agents reimburse Buyer within thirty (30) days after a written request for reimbursement (which written request shall include such supporting evidence as is reasonably necessary to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available calculate such amount to each other all records that are necessary for the preparation of any Tax Returns that the Party be reimbursed) is required delivered by Buyer to file under this Article 9, and in resolving all disputes and audits with respect to such ReturnsSeller. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or Notwithstanding anything in connection with the consummation of the transactions contemplated by this Agreement to the contrary, no Taxes required to be paid by Buyer pursuant to Section 8.2(a) or Section 8.2(b) shall be shared equally by Purchaser and Seller. Tax Returns that must be filed treated as liabilities in connection with such Transfer Taxes shall be prepared and filed by calculating the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filedWorking Capital Amount.

Certain Taxes. (a) All real property Taxes, personal property Taxes and similar obligations of HoldCo and the Subsidiary imposed by the State of California or any other Governmental Authority that are due or become due with respect to the Assets or the Ashtabula III Project or the Business or Condition of the Project for Tax tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date periodSeller, on the one hand, and Purchaser for the post-Closing Date PeriodPurchaser, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing Date. Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period or portion of period ending on or before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or portion of period ending after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences sentence are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCo, the Subsidiary and/or Purchaser Seller for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of each Party’s respective ownership of the obligations of HoldCo Ashtabula III Project and the Subsidiary Assets during the applicable Tax tax period. Any refundIf it is determined subsequent to the Closing Date that additional real property Taxes, rebate personal property Taxes or similar payment received by HoldCo, obligations that are Apportioned Obligations are required to be paid for the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to applicable tax period in which the pre-Closing Date falls, such additional taxes will be apportioned between Seller and Purchaser as aforesaid on the basis of each Party’s respective ownership of the Ashtabula III Project and the Assets during the applicable tax period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo Seller ends on or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable SubsidiarySeller. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and Purchaser following the SubsidiaryClosing Date. (c) Seller shall indemnify and hold Purchaser harmless, on an After-Tax Basis, from and against any and all Taxes which may be suffered or incurred relating to the Ashtabula III Project or the development, ownership, construction, sale, operation or use of the Assets for or with respect to (i) the period preceding the Closing Date (including any liability for taxes of Seller that becomes a liability of Purchaser under any bulk transfer law of any jurisdiction); (ii) any income Taxes imposed on Seller resulting from the sale of the Assets to Purchaser and any other transaction herein contemplated; (iii) any liability for Taxes attributable to the Breach by Seller of any covenant or representation; and (iv) any liability for Taxes which is imposed on Purchaser under Section 1.1502-6 of the U.S. Department of Treasury Regulations promulgated under the Code (or under any comparable provision of state or local Law imposing several liability upon members of a consolidated, combined, affiliated or unitary group). Other than in the case of Apportioned Obligations, any refunds or rebates of Taxes that relate to any period ending or prior to the Closing Date shall be for the account of Seller while all other refunds or rebates shall be for the account of Purchaser. (d) Purchaser shall indemnify and hold Seller harmless, on an After-Tax Basis, from and against any and all Taxes which may be suffered or incurred relating to the Assets for the period following the Closing Date. (e) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the SubsidiaryReturns, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9ARTICLE X, and in resolving all disputes and audits with respect to such ReturnsReturns and in the defense and settlement of contested taxes. (df) All sales, use transferuse, controlling interest transfer, recording, stock transfer, real property transfer, value-added recording, gains, stock transfer and other similar Taxes taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by effected pursuant to this Agreement shall be shared equally borne by Purchaser. Purchaser shall indemnify, defend and Sellerhold harmless Seller on an After Tax Basis with respect to Purchaser’s Transfer Tax liability. Purchaser shall file all necessary documentation and Tax Returns that must be filed in connection with respect to such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filedTaxes.

Certain Taxes. (a) All real property Taxes, personal property Taxes and similar obligations of HoldCo the Company and the Subsidiary Subsidiaries imposed by the State of California or any other Governmental Authority that are due or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date period, on the one hand, and Purchaser for the post-Closing Date Periodperiod, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after including, and after, the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco the Company and the Subsidiary Subsidiaries shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo the Company and the Subsidiary Subsidiaries have ended on the Closing Date. Seller shall be responsible for the portion of such Taxes described in the preceding sentence (the “Apportioned Obligations Obligations”) attributable to the period ending before the pre-Closing DateDate period. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCothe Company, the Subsidiary Subsidiaries, Seller and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo the Company and the Subsidiary Subsidiaries during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and provided any such refund, rebate or similar payment attributable Tax refund shall belong to Purchaser if it was included as an asset in the post-Closing Date period, as determined above, shall be for the benefit of PurchaserFinal Aggregate Net Working Capital. (b) For any Taxes with respect to which the taxable period of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo the Company or the applicable Subsidiary. On and after Subsidiary with respect to any Tax periods ending on or before the Closing Date, . Such Tax Returns shall be prepared and filed in a manner consistent with prior positions and past practice to the extent consistent with applicable Law. Seller shall provide Purchaser with a completed draft of such Tax Return if it relates to income Taxes or other material Taxes for Purchaser's review as soon as reasonably practicable once a draft is available. Seller will consider in good faith any reasonable changes to such Tax Return timely proposed by Purchaser and provide Purchaser with a copy of any such revised Tax Return as soon as reasonably practicable after filing. Seller shall timely prepare and file with the appropriate authorities all other Tax Returns required remit (or cause to be filed timely remitted by HoldCo and the Subsidiaryapplicable Company Entity) any Taxes shown as due on any such Tax Return, except to the extent such Taxes do not exceed the liabilities for such Taxes specifically taken into account in determining the Final Aggregate Net Working Capital. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo the Company and the each Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use use, transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days Business Days prior to the date such Tax Returns are due to be filed.

Certain Taxes. (a) All real property Taxes, personal property Taxes and similar obligations of Laredo HoldCo, Tapestry HoldCo and the Subsidiary Subsidiaries imposed by the State States of California Nebraska, Oklahoma or West Virginia or any other Governmental Authority that are due or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date period, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco Laredo HoldCo and Tapestry HoldCo and the Subsidiary Subsidiaries shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of Laredo HoldCo, Tapestry HoldCo and the Subsidiary Subsidiaries have ended on the Closing Date. Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by Laredo HoldCo, Tapestry HoldCo, the Subsidiary Subsidiaries and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of Laredo HoldCo, Tapestry HoldCo and the Subsidiary Subsidiaries during the applicable Tax period. Any refund, rebate or similar payment received by Laredo HoldCo, the Tapestry HoldCo, any Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiary. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the Subsidiary. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filed.

Certain Taxes. (a) All real property Taxes, personal property Taxes Taxes, and similar obligations of HoldCo and the Subsidiary imposed by the State of California or any other Governmental Authority that are due or become due with respect to the assets of Project Company or the Business or Condition of such Project Company and for Tax which constitute a legal obligation of such Project Company for tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date periodSeller, on the one hand, and Purchaser for the post-Closing Date PeriodPurchaser, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing Date. The Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period or portion of period ending before on the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or portion of period ending after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of the Seller pursuant to the preceding three (3) sentences are paid by the Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence three (3) sentences shall be paid by Purchaser. If any refund, rebate rebate, or similar payment is received by HoldCo, the Subsidiary and/or Purchaser Project Company for any real property Taxes, personal property Taxes Taxes, or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between the Seller and Purchaser as aforesaid on the basis of each Party’s respective ownership of such Project Company during the applicable tax period. If it is determined subsequent to the Closing Date that additional real property Taxes, personal property Taxes, or similar obligations that are Apportioned Obligations are required to be paid for the applicable Tax period in which the Closing Date falls, such additional Taxes will be apportioned between the Seller and Purchaser as aforesaid on the basis of HoldCo and the Subsidiary each Party’s respective ownership of such Project Company during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiary. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the Subsidiary. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filed.

Certain Taxes. (a) All Except to the extent reflected in the adjustment to the Purchase Price pursuant to subsection 2.7(d), all real property Taxes, personal property Taxes and similar ad valorem obligations of HoldCo and the Subsidiary imposed by the State of California or any other Governmental Authority that are due or become due without acceleration with respect to the Purchased Assets or the Business for Tax tax periods within which the Closing Date occurs (collectively, the “"Apportioned Obligations”") shall be apportioned between Seller for Redwood, LLC, Samoa, Inc. and Buyer as of the pre-Closing Date periodbased on the number of days in any such period falling on or before the Closing Date, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing Date. Seller shall be other hand (it being understood that Buyer is responsible for the portion of each such Apportioned Obligations Obligation attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion number of such Apportioned Obligations attributable to the period beginning on or days after the Closing DateDate in the relevant tax period, which is July 1 through June 30). Each Party party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant due and payable on or prior to the preceding sentences Closing Date are billed directly to and paid by SellerRedwood, LLC and Samoa, Inc., and that Apportioned Obligations that are due and payable after the responsibility of Purchaser pursuant to the preceding sentence Closing Date shall be billed directly to and paid by PurchaserBuyer. If In the event that any refund, rebate or similar payment is received by HoldCoBuyer, the Subsidiary and/or Purchaser Samoa, Inc. or Redwood, LLC for any real property Taxes, personal property Taxes or similar ad valorem obligations referred to above that are Apportioned ObligationsObligations and which payment pertains to the tax period in which the Closing Date falls, such refund payment shall be apportioned between Seller Redwood, LLC, Samoa, Inc. and Purchaser as aforesaid Buyer on the basis of each party's respective ownership of the obligations of HoldCo and the Subsidiary taxed asset during the applicable Tax tax period. Any refundIn the event that it is determined subsequent to the Closing Date that additional real property Taxes, rebate personal property Taxes or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns ad valorem obligations that are Apportioned Obligations are required to be filed by HoldCo or paid for the applicable Subsidiary. On and after tax period in which the Closing DateDate falls, Purchaser shall timely prepare such additional taxes will be apportioned between Redwood, LLC, Samoa, Inc. and file with Buyer on the appropriate authorities all other Tax Returns required to be filed by HoldCo and the Subsidiary. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their basis of each party's respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation ownership of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by taxed asset during the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filedtax period.

Certain Taxes. (ai) All transfer, documentary, sales, use, stamp, registration and such Taxes and fees (including any penalties, interest and filing expenses) incurred in connection with this Agreement, shall be paid 50% by Seller and 50% by Buyer, and Buyer will 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 Seller will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation upon 10 day prior written notice and reasonable approval by Seller. (ii) All real property Taxestaxes, personal property Taxes taxes, AD VALOREM obligations and similar obligations of HoldCo and taxes imposed on a periodic basis, in each case levied with respect to the Subsidiary imposed by the State of California or any Acquired Assets, other Governmental Authority that are due or become due than conveyance taxes provided for Tax periods within in clause (i) above, for a taxable period which includes (but does not end on) the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date period, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing Date. Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCo, the Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser Buyer as aforesaid of the Closing Date based on the basis number of days of such taxable period included in the obligations of HoldCo pre-Closing Tax period and the Subsidiary during number of days of such taxable period included in the applicable Tax post-Closing period. Any refund, rebate or similar payment received by HoldCo, The Seller shall be liable for the Subsidiary and/or Purchaser for any income Tax or Transfer Tax proportionate amount of such Taxes that is attributable to the pre-Closing Tax period. Within 90 days after the Closing, Seller and Buyer shall present a reimbursement to which each is entitled under this clause (ii) together with such supporting evidence as is reasonably necessary to calculate the proration amount; provided, however, that if the final tax amount due for a taxable period that includes the Closing Date is not determined within such period, as determined above, a reimbursement shall be based on the amount of the relevant tax for the benefit preceding taxable year, subject to an adjustment within 30 days after the final amount of Seller; and such tax is determined. The proration amount shall be paid by the party owing it to the other within 10 days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any such refund, rebate xxxx for real or similar payment personal property taxes relating to the Acquired Assets part or all of which are attributable to the post-Closing Date Tax period, as determined aboveand shall promptly deliver such xxxx to Buyer who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers the pre-Closing Tax period, Seller shall be also remit prior to the due date of assessment to the Buyer payment for the benefit proportionate amount of Purchaser. such xxxx that is attributable to the pre-Closing Tax period. In the event that either Seller or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this clause (b) For any Taxes with respect ii), the other party shall make such reimbursement promptly but in no event later than 30 days after the presentation of a statement setting forth the amount of reimbursement to which the taxable period presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns reimbursement. Any payment required to be filed by HoldCo or applicable Subsidiary. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the Subsidiary. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, clause (ii) and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out not made within 10 days of or in connection with the consummation delivery of the transactions contemplated by this Agreement statement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by bear interest at the Party primarily or customarily responsible rate per annum determined, from time to time, under applicable local Law the provisions of Section 6621(a)(2) of the Code for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filedeach day until paid.

Certain Taxes. (a) All real property Taxes, personal property Transfer Taxes and similar obligations payable in connection with the transfer of HoldCo the Transferred Assets to Newco under this Agreement and the Subsidiary imposed by the State of California or any other Governmental Authority that are due or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) Transactions shall be apportioned between Seller for the preborne and paid one-Closing Date periodhalf by Depomed (or its applicable Affiliate) and one-half by Collegium, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period provided that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing Date. Seller Collegium shall be responsible for any such Transfer Taxes resulting from the portion of such Apportioned Obligations attributable failure to the period ending before the Closing Datecomply with Section 14.5. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence Such Transfer Taxes shall be paid when due in compliance with applicable Transfer Tax laws by Purchaser. If any refundthe party that is required by applicable Legal Requirements to pay them, rebate or similar and the other party shall, subject to receipt of satisfactory evidence of payment is received by HoldCothereof, promptly reimburse the Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis other party fifty percent (50%) of the obligations of HoldCo amount. Each party shall reasonably cooperate with the other parties in minimizing the amount of, and the Subsidiary during the obtaining any applicable Tax period. Any refundexemptions with respect to, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of PurchaserTransfer Taxes. (b) For any Taxes All Tax Returns and other documentation with respect to which any Transfer Taxes shall be filed, or caused to be filed, by the taxable period of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and party required to file with the appropriate authorities all such Tax Returns required to be filed by HoldCo or other documentation under applicable Subsidiary. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the SubsidiaryLegal Requirements. (c) Seller Any property or similar ad valorem Taxes levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date (“Straddle Period”), if any, shall be apportioned between the pre-closing portion of the Straddle Period and Purchaser the post-closing portion of the Straddle Period based on the number of days of such taxable period included in the pre-closing portion of the Straddle Period and the post-closing portion of the Straddle Period. Depomed shall be liable for the amounts of such taxes apportioned to the pre-closing portion of the Straddle Period, and Collegium and Newco shall be liable for the amounts of such Taxes apportioned to the post-closing portion of the Straddle Period. Within a reasonable period, the parties shall present a statement to the others setting forth the amount of reimbursement to which each is entitled under this Section 2.9(c), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other party within ten (10) days after delivery of such statement. (d) The parties shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents Affiliates to reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All salesexaminations, use transferaudits, controlling interest transfer, recording, stock transfer, real property transfer, value-added actions and other similar Taxes proceedings relating to the Business and fees the Transferred Assets. Newco, Collegium and their Affiliates shall provide Depomed access to (“Transfer Taxes”including the right to make copies of), if any, arising out of or and retain in connection with their possession until the consummation expiration of the transactions contemplated by applicable statute of limitations, such books and records relating to Taxes for which Depomed is liable under this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filedotherwise.

Certain Taxes. (a) All Without any duplication, Seller shall indemnify each Purchaser Indemnified Party and hold them harmless from and against (i) any income Taxes of Seller and its Affiliates (other than the Acquired Entities) for any taxable period, and (ii) all Taxes (other than Transfer Taxes arising out of the transactions contemplated by this Agreement, which are addressed in Section 9.01(d)) of the Acquired Entities for all taxable periods ending on or before the Calculation Date and the portion through the end of the Calculation Date for any taxable period that includes (but does not end on) the Calculation Date (including for the avoidance of doubt any Taxes resulting from any reorganization or restructuring of Seller or its Affiliates (including the Acquired Entities) prior to the Closing) (the “Pre-Calculation Date Tax Period”), in each case, to the extent such Taxes were not taken into account in the calculation of the Purchase Price Adjustment (as finally determined). Purchaser shall be responsible for, and indemnify Seller from and against, any Tax due with respect to the Acquired Entities that is attributable to a taxable period beginning after the Calculation Date and that portion of any Straddle Period (as defined below) that begins on the day after the Calculation Date. For this purpose, any transactions effected on the Calculation Date, but after the Calculation that are outside the ordinary course of business and that are not expressly contemplated by this Agreement shall be treated as if they occurred on the day after the Calculation Date. (b) In the case of any taxable period that includes (but does not end on) the Calculation Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, receipts, or payroll of an Acquired Entity for the Pre-Calculation Date Tax Period shall be determined based on an interim closing of the books as of the close of business on the Calculation Date, while in the case of all real property Taxes, personal property Taxes and other Taxes and similar obligations of HoldCo and the Subsidiary imposed by the State of California or any other Governmental Authority an Acquired Entity that are due or become due for Tax periods within which the Closing Date occurs (collectivelyStraddle Periods, the “Apportioned Obligations”) such Taxes and obligations shall be apportioned between to Seller for the prePre-Closing Calculation Date period, on the one handTax Period of such Straddle Period, and Purchaser the amount of such Taxes and obligations of an Acquired Entity that relate to the Pre-Calculation Date Tax Period shall be deemed to be the amount of such Taxes and obligations for the post-Closing Date Period, on entire taxable period multiplied by a fraction the other hand, as numerator of which is the Closing Date, based upon the actual number of days of in the Tax taxable period that have elapsed before and after ending on the Closing Calculation Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between denominator of which is the pre-Closing Date period and the post-Closing Date period as though a taxable year number of HoldCo and the Subsidiary have ended on the Closing Date. Seller shall be responsible for the portion of days in such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing DateStraddle Period. Each Party shall reasonably cooperate in assuring that Apportioned Obligations such Taxes and obligations that are the responsibility of Seller pursuant to the preceding sentences Section 9.01(a) are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCoany Acquired Entity, the Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred then to above that are Apportioned Obligations, the extent such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo and the Subsidiary during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, relates to a Pre-Calculation Date Tax Period (or portion of a Straddle Period ending on the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date periodCalculation Date, as determined above, in accordance with the same principles provided for in this Section 9.01(b)) of such Acquired Entity it shall be for the benefit of Seller; , and any such Acquired Entity or Purchaser (as applicable) shall pay over the amount of such refund, rebate or similar payment attributable (including interest thereon paid by the relevant Governmental Authority or other taxing authority) to the post-Closing Date period, as determined above, shall be for the benefit of PurchaserSeller within ten (10) Business Days following receipt thereof. (bc) For any Taxes with respect Returns that relate to which the a taxable period of HoldCo ending on or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file file, or shall cause to be timely prepared and filed, with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiarythe Acquired Entities. On and after For any Tax Return covering a period that includes but does not end on the Closing Date, (A) Purchaser shall timely prepare and file with the appropriate authorities all other cause such Tax Returns required Return to be filed by HoldCo prepared and shall deliver a draft of such Tax Return to Seller, for its review and comment at least fifteen (15) days prior to the Subsidiary. due date (cincluding extensions) for filing such Tax Return, (B) Seller and Purchaser shall reasonably cooperatecooperate and consult with each other in order to finalize such Tax Return and Purchaser shall take into account any reasonable comments provided by Seller, and (C) thereafter Purchaser shall cause their respective Affiliates, employees such Tax Return to be executed and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and timely filed with the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returnsappropriate Governmental Authority. (d) All sales, use transfer, controlling interest real property transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by effected pursuant to this Agreement shall be shared equally paid by Purchaser; provided, however, that (1) any Transfer Taxes resulting from any reorganization or restructuring of Seller or its Affiliates (including the Acquired Entities) prior to a Closing shall be borne 100% by Seller and (2) any Transfer Taxes resulting from the Project Company being treated as a “real estate entity” under 35 ILCS 200/31-5 shall be borne 50% by Purchaser and 50% by Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days Business Days prior to the date such Tax Returns are due to be filed. (e) Purchaser and Seller shall provide each other with such assistance as may reasonably be requested by the others in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liabilities for Taxes relating to the Acquired Entities. 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 Party requesting assistance hereunder shall reimburse the assisting Party for reasonable out-of-pocket expenses incurred in providing assistance. Purchaser and Seller will retain for the full period of any statute of limitations and provide the others with any records or information which may be relevant to such preparation, audit, examination, proceeding or determination. Purchaser shall not (and, after the Closing, shall cause the Acquired Entities not to) file any amended Tax Returns or make, change or revoke any elections, in each case, with respect to any Acquired Entity for any taxable period (or portion thereof) ending on or before the Closing Date, without the prior written consent of the Seller, unless otherwise required by Law.

Certain Taxes. (a) All Except to the extent reflected in the adjustment to the Purchase Price pursuant to subsection 2.6(d), all real property Taxes, personal property Taxes and similar ad valorem obligations of HoldCo and the Subsidiary imposed by the State of California or any other Governmental Authority that are due or become due without acceleration with respect to the Purchased Assets or the Business for Tax tax periods within which the Closing Date occurs (collectively, the “"Apportioned Obligations”") shall be apportioned between Seller for Redwood, LLC and Buyer as of the pre-Closing Date periodbased on the number of days in any such period falling on or before the Closing Date, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing Date. Seller shall be other hand (it being understood that Buyer is responsible for the portion of each such Apportioned Obligations Obligation attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion number of such Apportioned Obligations attributable to the period beginning on or days after the Closing DateDate in the relevant tax period, which is July 1 through June 30). Each Party party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant due and payable on or prior to the preceding sentences Closing Date are billed directly to and paid by SellerRedwood, LLC, and that Apportioned Obligations that are due and payable after the responsibility of Purchaser pursuant to the preceding sentence Closing Date shall be billed directly to and paid by PurchaserBuyer. If In the event that any refund, rebate or similar payment is received by HoldCoBuyer or Redwood, the Subsidiary and/or Purchaser LLC for any real property Taxes, personal property Taxes or similar ad valorem obligations referred to above that are Apportioned ObligationsObligations and which payment pertains to the tax period in which the Closing Date falls, such refund payment shall be apportioned between Seller Redwood, LLC and Purchaser as aforesaid Buyer on the basis of each party's respective ownership of the obligations of HoldCo and the Subsidiary taxed asset during the applicable Tax tax period. Any refundIn the event that it is determined subsequent to the Closing Date that additional real property Taxes, rebate personal property Taxes or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns ad valorem obligations that are Apportioned Obligations are required to be filed by HoldCo or paid for the applicable Subsidiary. On and after tax period in which the Closing DateDate falls, Purchaser shall timely prepare such additional taxes will be apportioned between Redwood, LLC and file with Buyer on the appropriate authorities all other Tax Returns required to be filed by HoldCo and the Subsidiary. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their basis of each party's respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation ownership of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by taxed asset during the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filedtax period.

Certain Taxes. (a) All real property transfer, documentary, sales, use, stamp, registration and other such Taxes (other than income taxes) and fees (including any penalties and interest), if any, incurred in connection with this Agreement shall be paid by Acquiring Corporation. The shareholders of Target Corporation will, at their own expense, prepare and file all necessary Tax Returns and other documentation with respect to and pay when due, all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Acquiring Corporation will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. (b) Without the prior written consent of Acquiring Corporation, neither Target Corporation nor any of its Subsidiaries shall make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to Target Corporation or any of its Subsidiaries, surrender any right to claim a refund of Taxes, personal property Taxes and similar obligations consent to any extension or waiver of HoldCo and the Subsidiary imposed by the State of California limitation period applicable to any Tax claim or assessment relating to Target or any of its Subsidiaries, or take any other Governmental Authority that are due similar action relating to the filing of any Tax Return or become due the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of Target Corporation or any of its Subsidiaries for Tax periods within which any period ending after the Closing Date occurs or decreasing any Tax attribute of Target or any of its Subsidiaries existing on the Closing Date. (collectivelyc) In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the “Apportioned Obligations”) shall be apportioned between Seller amount of any Taxes based on or measured by income or receipts of Target Corporation and its Subsidiaries for the pre-Closing Date period, tax period shall be determined based on an interim closing of the one hand, and Purchaser for the post-Closing Date Period, on the other hand, books as of the Closing Date, based upon the actual number close of days of the Tax period that have elapsed before and after business on the Closing DateDate (and for such purpose, and all income Taxes and Transfer Taxes imposed on Holdco the taxable period of any partnership or other pass-through entity in which Target Corporation or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the Subsidiary shall be allocated between amount of other Taxes of Target Corporation and its Subsidiaries for a Straddle Period which relate to the pre-Closing Date tax period and shall be deemed to be the post-Closing Date amount of such Tax for the entire taxable period as though multiplied by a fraction the numerator of which is the number of days in the taxable year of HoldCo and the Subsidiary have ended period ending on the Closing DateDate and the denominator of which is the number of days in such Straddle Period. Seller *** Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (d) Acquiring Corporation shall prepare or caused to be responsible prepared and file or caused to be filed all Tax Returns for the portion of such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or Target Corporation and its Subsidiaries which are filed after the Closing Date. Each Party shall cooperate At least thirty (30) days before the due date for any Tax Return described in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If that includes any refund, rebate or similar payment is received by HoldCo, the Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo and the Subsidiary during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date Tax period, as determined above, Acquiring Corporation shall be for submit a copy of the benefit of Seller; and any such refund, rebate or similar payment attributable Tax Return to the post-Closing Date periodShareholder Representative for its review. Without the prior written consent of the Shareholder Representative, as determined abovewhich consent may not be unreasonably withheld, shall be for the benefit Acquiring Corporation may not file or amend any Tax Return that may increase either the Tax Liabilities of Purchaser. (b) For any Taxes with respect to which the taxable period shareholders of HoldCo Target Corporation or the Subsidiary ends before the Closing Datesuch shareholders' obligations under this Agreement. Acquiring Corporation, Seller shall timely prepare Target Corporation and file with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiary. On and after the Closing Dateits Subsidiaries, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the Subsidiary. (c) Seller and Purchaser shareholders of Target Corporation shall reasonably cooperate, as and shall cause their respective Affiliatesto the extent reasonably requested by the other Party, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation filing of Tax Returns pursuant to this paragraph and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Corporation and its Subsidiaries and the shareholders of Target Corporation agree (A) to retain all books and records with respect to Tax matters pertinent to Target Corporation and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiring Corporation or the shareholders of Target Corporation, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Target Corporation and its Subsidiaries or the shareholders of Target Corporation, as the case may be, shall allow the other Party to take possession of such books and records. (e) Acquiring Corporation and the shareholders of Target Corporation further agree, upon request, to use reasonable efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filedhereby).

Certain Taxes. (a) All real property Taxestaxes, personal property Taxes taxes, ad valorem obligations and similar obligations of HoldCo and taxes imposed on a periodic basis, in each case levied with respect to the Subsidiary imposed by the State of California or any Assets, other Governmental Authority that are due or become due than sales taxes provided for Tax periods within in Section 1.3, for a taxable period which includes (but does not end on) the Closing Date occurs (collectively, collectively the “"Apportioned Obligations”") shall be apportioned between Seller for the pre-Closing Date period, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing Date. Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCo, the Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid of the Closing Date based on the basis number of days of such taxable period included in the obligations of HoldCo Pre-Closing Tax Period and the Subsidiary during number of days of such taxable period included in the applicable Post-Closing Tax periodPeriod. Any refund, rebate or similar payment received by HoldCo, Seller and Xxxxxxxxx shall be liable for the Subsidiary and/or Purchaser for any income Tax or Transfer Tax proportionate amount of such Taxes that is attributable to the prePre-Closing Date period, as determined above, Tax Period and 35 Purchaser shall be liable for the benefit proportionate amount of Seller; and any such refund, rebate or similar payment Taxes that is attributable to the postPost-Closing Date period, as determined above, shall be for the benefit of PurchaserTax Period. (b) For any Taxes with With respect to which the each taxable period of HoldCo or the Subsidiary ends before which includes (but does not end on) the Closing Date, Seller shall timely prepare and file (i) the Pre-Closing Tax Period means the period beginning with the appropriate authorities all first day of such taxable period and ending with the close of business on the Closing Date and (ii) the Post-Closing Tax Returns required to be filed by HoldCo or applicable Subsidiary. On and Period means the period beginning with the day after the Closing DateDate and ending with the close of business on the last day of such taxable period. Purchaser shall notify Seller and Xxxxxxxxx upon receipt of any xxxx for real or personal property taxes related to the Assets, part or all of which are attributable to the Pre-Closing Tax Period, and shall promptly deliver such xxxx to Seller and Xxxxxxxxx who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers the Post-Closing Tax Period, Purchaser shall timely prepare also remit prior to the due date of assessment to Seller and file with Xxxxxxxxx payment for the proportionate amount of such xxxx that is attributable to the Post-Closing Tax Period. Seller and Xxxxxxxxx shall notify Purchaser upon receipt of any xxxx for real or personal property taxes related to the Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to Purchaser who shall pay the same to the appropriate authorities all other taxing authority, provided that if such xxxx covers the Pre-Closing Tax Returns required Period, Seller and Xxxxxxxxx shall also remit prior to be filed by HoldCo and the Subsidiarydue date of assessment to Purchaser payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. (c) Seller and In the event that Seller, Xxxxxxxxx or Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably make a payment for which it is entitled to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file reimbursement under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”section 11.6(a), if any, arising out the other party shall make such reimbursement promptly but in no event later than 30 days after the presentation of or in connection a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the consummation amount of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filedreimbursement.

Certain Taxes. (aA) All real property Taxes, personal property Taxes Taxes, and similar obligations of HoldCo and the Subsidiary imposed by the State of California or any other Governmental Authority that are due or become due with respect to the assets of Project Company or the Business or Condition of such Project Company and for Tax which constitute a legal obligation of such Project Company for tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date periodSeller, on the one hand, and Purchaser for the post-Closing Date PeriodPurchaser, on the other APRIL 2024 DRAFT -– BRRFP23-1 MIPA hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing Date. The Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period or portion of period ending before on the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or portion of period ending after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of the Seller pursuant to the preceding three (3) sentences are paid by the Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence three (3) sentences shall be paid by Purchaser. If any refund, rebate rebate, or similar payment is received by HoldCo, the Subsidiary and/or Purchaser Project Company for any real property Taxes, personal property Taxes Taxes, or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between the Seller and Purchaser as aforesaid on the basis of each Party’s respective ownership of such Project Company during the applicable tax period. If it is determined subsequent to the Closing Date that additional real property Taxes, personal property Taxes, or similar obligations that are Apportioned Obligations are required to be paid for the applicable Tax period in which the Closing Date falls, such additional Taxes will be apportioned between the Seller and Purchaser as aforesaid on the basis of HoldCo and the Subsidiary each Party’s respective ownership of such Project Company during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (bB) (1) For any Taxes with respect to which the taxable period of HoldCo the Project Company ends on or the Subsidiary ends before the Closing Date, the Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiarysuch Project Company. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the SubsidiaryProject Company. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filed.

Certain Taxes. (a) All real property Taxes, personal property Taxes and similar obligations of HoldCo Holdco and the Subsidiary Subsidiaries imposed by the State of California Washington, as applicable, or any other Governmental Authority [***] that are due or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date period, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary Subsidiaries shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo Holdco and the Subsidiary Subsidiaries have ended on the Closing Date. Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCoHoldco, the Subsidiary Subsidiaries and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo Holdco and the Subsidiary Subsidiaries during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo Holdco or the any Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo Holdco or the applicable Subsidiary. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo Holdco and the SubsidiarySubsidiaries. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo Holdco and the SubsidiarySubsidiaries, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Tax Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filed[***].

Certain Taxes. (a) All real property Taxes, personal property Taxes and similar obligations of HoldCo the Company and the Subsidiary Subsidiaries imposed by the State of California or any other Governmental Authority that are due or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date period, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after including, and after, the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco the Company and the Subsidiary Subsidiaries shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo the Company and the Subsidiary Subsidiaries have ended on the Closing Date. Seller shall be responsible for 51.05% of the portion of such Taxes described in the preceding sentence (the “Apportioned Obligations”) attributable to the pre-Closing Date period. Purchaser shall be responsible for 48.95% of the portion of such Apportioned Obligations attributable to the period ending before the pre-Closing Date. Purchaser shall be responsible for Date Period and 100% of the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCothe Company, the Subsidiary Subsidiaries, Seller and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo the Company and the Subsidiary Subsidiaries during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo the Company or the applicable SubsidiarySubsidiary with respect to any Tax periods ending on or before the Closing Date (including, for the sake of clarity, the Company’s U.S. federal partnership income tax return for the short period ending on the Closing Date). Such Tax Returns shall be prepared in a manner consistent with past practice to the extent consistent with applicable law. No later than thirty (30) days before the due date of such Tax Returns (or the date of filing, if earlier), Seller shall provide a copy of such Tax Returns to Purchaser for Purchaser’s review and comment. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo the Company and the SubsidiarySubsidiaries. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo the Company and the each Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filed.

Certain Taxes. (a) All real property Taxes, personal property Taxes and similar obligations of HoldCo and the Subsidiary imposed by the State of California or any other Governmental Authority that are due or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date period, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing Date. Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCo, the Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo and the Subsidiary during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo any Acquired Company ends on or the Subsidiary ends before the Closing Date, Seller or such Acquired Company shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiarysuch Acquired Company. On and after After the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo each Acquired Company. Purchaser shall permit Seller, prior to filing, a reasonable time to review and comment on each such Tax Return described in the Subsidiarypreceding sentence for which a material part of the period covered by the Tax Return is before the Closing Date. (b) All real property Taxes, personal property Taxes and similar obligations of each Acquired Company imposed by any Governmental Authority that relate to an Overlap Period shall be apportioned between Seller and Purchaser on a per-diem basis, and all income Taxes, sales and use Taxes and withholding Taxes that relate to an Overlap Period of an Acquired Company shall be apportioned between Seller and Purchaser as determined from the books and records of the Acquired Companies as though the taxable year of such Acquired Company had terminated at the close of business on the Closing Date. Seller shall be liable for the Taxes of the Acquired Companies that are attributable to the portion of all Overlap Periods ending on the Closing Date. Purchaser shall be liable for the Taxes of the Acquired Companies attributable to the portion of all Overlap Periods beginning after the Closing Date. If any refund, rebate or similar payment is received by any Acquired Company or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that relate to an Overlap Period, such amount shall be apportioned between Seller and Purchaser as aforesaid on the basis of their respective obligations with respect to such Overlap Period. (c) Purchaser shall not amend, refile or otherwise modify, or cause or permit to be amended, refiled or otherwise modified, any Tax Return with respect to the Acquired Companies filed by Seller for any taxable period beginning on or before the Closing Date without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed). (d) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiaryeach Acquired Company, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9ARTICLE 5, and in resolving all disputes and audits with respect to such Tax Returns. (de) All sales, use transfer, controlling interest real property transfer, recording, gains, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by effected pursuant to this Agreement shall be shared split equally by Purchaser Seller and SellerPurchaser. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax ReturnsSeller, and such party will Seller shall use commercially reasonable efforts Commercially Reasonable Efforts to provide such Tax Returns to the other Party Purchaser at least ten (10) business days Business Days prior to the date such Tax Returns are due to be filed. (f) Seller shall have the exclusive authority to control, at its sole cost and expense, any audit or examination by any taxing authority, amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any income Tax liability of the Project Companies for any taxable period ending on or before the Closing Date (each, a “Tax Matter”), provided, however, that Seller shall provide to Purchaser (at Purchaser’s expense) reasonable participation rights with respect to so much of any Tax Matter that is reasonably likely to affect the Tax liability of Purchaser or any Acquired Company for any period after the Closing Date. Seller will promptly deliver to Purchaser copies of all notices, information document requests, communications, reports and writings received from the IRS or any state or local tax authority with respect to any Tax Matter and will keep Purchaser advised of all developments with respect to such Tax Matter. Seller shall not enter into any settlement of, or otherwise compromise, any such Tax Matter that could reasonably be expected to adversely affect Purchaser or the Acquired Companies for any period after the Closing Date without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall be entitled to any Tax refund relating to Taxes for any Tax period (or portion thereof) ending on or before the Closing Date and to initiate any claim for refund for any such period, and Purchaser shall reasonably cooperate with Seller to initiate or pursue any such claim. (g) Except as provided in Section 5.1(f), Purchaser shall have the exclusive authority to control any Tax Matter. Purchaser shall not enter into any settlement of, or otherwise compromise, any such Tax Matter that could reasonably be expected to adversely affect Seller without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser will promptly deliver to Seller copies of all notices, information document requests, communications, reports and writings received from the IRS or any state or local tax authority with respect to any Tax Matter relating to an Overlap Period for which Seller may have material liability and will keep Seller advised of all developments with respect to such Tax Matter. Purchaser will provide to Seller (at Seller’s expense) reasonable participation rights with respect to so much of any such Overlap Period Tax Matter for which Seller has potential material liability. (h) Any Tax refund (including any interest received with respect thereto) for, or attributable to, a Pre-Closing Period that is received by an Acquired Company or credited against a Tax that an Acquired Company would have been required to pay in a Post-Closing Period shall be for the account of Seller, and Purchaser shall pay over to Seller any such amounts within fifteen (15) days after the receipt or entitlement of such refund or credit.

Certain Taxes. (a) All real property Taxes, personal property Transfer Taxes and similar obligations payable in connection with the transfer of HoldCo the Transferred Assets to Newco under this Agreement and the Subsidiary imposed by the State of California or any other Governmental Authority that are due or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) Transactions shall be apportioned between Seller for the preborne and paid one-Closing Date periodhalf by Depomed (or its applicable Affiliate) and one-half by Collegium, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period provided that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing Date. Seller Collegium shall be responsible for any such Transfer Taxes resulting from the portion of such Apportioned Obligations attributable failure to the period ending before the Closing Datecomply with Section 14.5. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence Such Transfer Taxes shall be paid when due in compliance with applicable Transfer Tax laws by Purchaser. If any refundthe party that is required by applicable Legal Requirements to pay them, rebate or similar and the other party shall, subject to receipt of satisfactory evidence of payment is received by HoldCothereof, promptly reimburse the Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis other party fifty percent (50%) of the obligations of HoldCo amount. Each party shall reasonably cooperate with the other parties in minimizing the amount of, and the Subsidiary during the obtaining any applicable Tax period. Any refundexemptions with respect to, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of PurchaserTransfer Taxes. (b) For any Taxes All Tax Returns and other documentation with respect to which any Transfer Taxes shall be filed, or caused to be filed, by the taxable period of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and party required to file with the appropriate authorities all such Tax Returns required to be filed by HoldCo or other documentation under applicable Subsidiary. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the SubsidiaryLegal Requirements. (c) Seller Any property or similar ad valorem Taxes levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date (“Straddle Period”), if any, shall be apportioned between the pre-closing portion of the Straddle Period and Purchaser the post-closing portion of the Straddle Period based on the number of days of such taxable period included in the pre-closing portion of the Straddle Period and the post-closing portion of the Straddle Period. Depomed shall be liable for the amounts of such taxes apportioned to the pre-closing portion of the Straddle Period, and Collegium and Newco shall be liable for the amounts of such Taxes apportioned to the post-closing portion of the Straddle Period. Within a reasonable period, the parties shall present a statement to the others setting forth the amount of reimbursement to which each is entitled under this Section 2.9(c), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other party within ten (10) days after delivery of such statement. Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. (d) The parties shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents Affiliates to reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All salesexaminations, use transferaudits, controlling interest transfer, recording, stock transfer, real property transfer, value-added actions and other similar Taxes proceedings relating to the Business and fees the Transferred Assets. Newco, Collegium and their Affiliates shall provide Depomed access to (“Transfer Taxes”including the right to make copies of), if any, arising out of or and retain in connection with their possession until the consummation expiration of the transactions contemplated by applicable statute of limitations, such books and records relating to Taxes for which Depomed is liable under this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filedotherwise.

Certain Taxes. (a) All Without any duplication, Seller shall indemnify each Purchaser Indemnified Party and hold them harmless from and against (i) any income Taxes of Seller and its Affiliates (other than the Acquired Entities) for any taxable period, and (ii) all Taxes (other than Transfer Taxes arising out of the transactions contemplated by this Agreement, which are addressed in Section 9.01(d)) of the Acquired Entities for all taxable periods ending on or before the Calculation Date and the portion through the end of the Calculation Date for any taxable period that includes (but does not end on) the Calculation Date (including for the avoidance of doubt any Taxes resulting from any reorganization or restructuring of Seller or its Affiliates (including the Acquired Entities) prior to the Closing) (the “Pre-Calculation Date Tax Period”), in each case, to the extent such Taxes were not taken into account in the calculation of the Purchase Price Adjustment (as finally determined). Purchaser shall be responsible for, and indemnify Seller from and against, any Tax due with respect to the Acquired Entities that is attributable to a taxable period beginning after the Calculation Date and that portion of any Straddle Period (as defined below) that begins on the day after the Calculation Date. For this purpose, any transactions effected on the Calculation Date, but after the Calculation that are outside the ordinary course of business and that are not expressly contemplated by this Agreement shall be treated as if they occurred on the day after the Calculation Date. (b) In the case of any taxable period that includes (but does not end on) the Calculation Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, receipts, or payroll of an Acquired Entity for the Pre-Calculation Date Tax Period shall be determined based on an interim closing of the books as of the close of business on the Calculation Date, while in the case of all real property Taxes, personal property Taxes and other Taxes and similar obligations of HoldCo and the Subsidiary imposed by the State of California or any other Governmental Authority an Acquired Entity that are due or become due for Tax periods within which the Closing Date occurs (collectivelyStraddle Periods, the “Apportioned Obligations”) such Taxes and obligations shall be apportioned between to Seller for the prePre-Closing Calculation Date period, on the one handTax Period of such Straddle Period, and Purchaser the amount of such Taxes and obligations of an Acquired Entity that relate to the Pre-Calculation Date Tax Period shall be deemed to be the amount of such Taxes and obligations for the post-Closing Date Period, on entire taxable period multiplied by a fraction the other hand, as numerator of which is the Closing Date, based upon the actual number of days of in the Tax taxable period that have elapsed before and after ending on the Closing Calculation Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between denominator of which is the pre-Closing Date period and the post-Closing Date period as though a taxable year number of HoldCo and the Subsidiary have ended on the Closing Date. Seller shall be responsible for the portion of days in such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing DateStraddle Period. Each Party shall reasonably cooperate in assuring that Apportioned Obligations such Taxes and obligations that are the responsibility of Seller pursuant to the preceding sentences Section 9.01(a) are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCoany Acquired Entity, the Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred then to above that are Apportioned Obligations, the extent such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo and the Subsidiary during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, relates to a Pre-Calculation Date Tax Period (or portion of a Straddle Period ending on the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date periodCalculation Date, as determined above, in accordance with the same principles provided for in this Section 9.01(b)) of such Acquired Entity it shall be for the benefit of Seller; , and any such Acquired Entity or Purchaser (as applicable) shall pay over the amount of such refund, rebate or similar payment attributable (including interest thereon paid by the relevant Governmental Authority or other taxing authority) to the post-Closing Date period, as determined above, shall be for the benefit of PurchaserSeller within ten (10) Business Days following receipt thereof. (bc) For any Taxes with respect Returns that relate to which the a taxable period of HoldCo ending on or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file file, or shall cause to be timely prepared and filed, with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiarythe Acquired Entities. On and after For any Tax Return covering a period that includes but does not end on the Closing Date, (A) Purchaser shall timely prepare and file with the appropriate authorities all other cause such Tax Returns required Return to be filed by HoldCo prepared and shall deliver a draft of such Tax Return to Seller, for its review and comment at least fifteen (15) days prior to the Subsidiary. due date (cincluding extensions) for filing such Tax Return, (B) Seller and Purchaser shall reasonably cooperatecooperate and consult with each other in order to finalize such Tax Return and Purchaser shall take into account any reasonable comments provided by Seller, and (C) thereafter Purchaser shall cause their respective Affiliates, employees such Tax Return to be executed and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and timely filed with the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returnsappropriate Governmental Authority. (d) All sales, use transfer, controlling interest real property transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by effected pursuant to this Agreement shall be shared equally paid by Purchaser and Purchaser; provided, however, that any Transfer Taxes resulting from any reorganization or restructuring of Seller or its Affiliates (including the Acquired Entities) prior to the Closing shall be borne 100% by Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days Business Days prior to the date such Tax Returns are due to be filed. (e) Purchaser and Seller shall provide each other with such assistance as may reasonably be requested by the others in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liabilities for Taxes relating to the Acquired Entities. 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 Party requesting assistance hereunder shall reimburse the assisting Party for reasonable out-of-pocket expenses incurred in providing assistance. Purchaser and Seller will retain for the full period of any statute of limitations and provide the others with any records or information which may be relevant to such preparation, audit, examination, proceeding or determination. Purchaser shall not (and, after the Closing, shall cause the Acquired Entities not to) file any amended Tax Returns or make, change or revoke any elections, in each case, with respect to any Acquired Entity for any taxable period (or portion thereof) ending on or before the Closing Date, without the prior written consent of the Seller, unless otherwise required by Law.

Certain Taxes. (a) All real property Taxes, personal property Taxes and similar obligations of HoldCo and the Subsidiary Subsidiaries imposed by the State of California or any other Governmental Authority that are due or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date period, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary Subsidiaries shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary Subsidiaries have ended on the Closing Date. Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCo, the Subsidiary Subsidiaries and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo and the Subsidiary Subsidiaries during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the any Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiary. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the Subsidiary. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filed.

Certain Taxes. (a) All real property Taxes, personal property Taxes and similar obligations of HoldCo and the Subsidiary imposed by the State of California or any other Governmental Authority that are due or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date period, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing Date. Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCo, the Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo and the Subsidiary during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiary. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the Subsidiary. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filed.ten

Certain Taxes. (a) All real property transfer, documentary, sales, use, stamp, registration and other such Taxes (other than income taxes) and fees (including any penalties and interest), if any, incurred in connection with this Agreement shall be paid by Acquiring Corporation. The shareholders of Target Corporation will, at their own expense, prepare and file all necessary Tax Returns and other documentation with respect to and pay when due, all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Acquiring Corporation will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. (b) Without the prior written consent of Acquiring Corporation, neither Target Corporation nor any of its Subsidiaries shall make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to Target Corporation or any of its Subsidiaries, surrender any right to claim a refund of Taxes, personal property Taxes and similar obligations consent to any extension or waiver of HoldCo and the Subsidiary imposed by the State of California limitation period applicable to any Tax claim or assessment relating to Target or any of its Subsidiaries, or take any other Governmental Authority that are due similar action relating to the filing of any Tax Return or become due the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of Target Corporation or any of its Subsidiaries for Tax periods within which any period ending after the Closing Date occurs or decreasing any Tax attribute of Target or any of its Subsidiaries existing on the Closing Date. (collectivelyc) In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the “Apportioned Obligations”) shall be apportioned between Seller amount of any Taxes based on or measured by income or receipts of Target Corporation and its Subsidiaries for the pre-Closing Date period, tax period shall be determined based on an interim closing of the one hand, and Purchaser for the post-Closing Date Period, on the other hand, books as of the Closing Date, based upon the actual number close of days of the Tax period that have elapsed before and after business on the Closing DateDate (and for such purpose, and all income Taxes and Transfer Taxes imposed on Holdco the taxable period of any partnership or other pass-through entity in which Target Corporation or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the Subsidiary shall be allocated between amount of other Taxes of Target Corporation and its Subsidiaries for a Straddle Period which relate to the pre-Closing Date tax period and shall be deemed to be the post-Closing Date amount of such Tax for the entire taxable period as though multiplied by a fraction the numerator of which is the number of days in the taxable year of HoldCo and the Subsidiary have ended period ending on the Closing Date. Seller Date and the denominator of which is the number of days in such Straddle Period. (d) Acquiring Corporation shall prepare or caused to be responsible prepared and file or caused to be filed all Tax Returns for the portion of such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or Target Corporation and its Subsidiaries which are filed after the Closing Date. Each Party shall cooperate At least thirty (30) days before the due date for any Tax Return described in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If that includes any refund, rebate or similar payment is received by HoldCo, the Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo and the Subsidiary during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date Tax period, as determined above, Acquiring Corporation shall be for submit a copy of the benefit of Seller; and any such refund, rebate or similar payment attributable Tax Return to the post-Closing Date periodShareholder Representative for its review. Without the prior written consent of the Shareholder Representative, as determined abovewhich consent may not be unreasonably withheld, shall be for the benefit Acquiring Corporation may not file or amend any Tax Return that may increase either the Tax Liabilities of Purchaser. (b) For any Taxes with respect to which the taxable period shareholders of HoldCo Target Corporation or the Subsidiary ends before the Closing Datesuch shareholders' obligations under this Agreement. Acquiring Corporation, Seller shall timely prepare Target Corporation and file with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiary. On and after the Closing Dateits Subsidiaries, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the Subsidiary. (c) Seller and Purchaser shareholders of Target Corporation shall reasonably cooperate, as and shall cause their respective Affiliatesto the extent reasonably requested by the other Party, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation filing of Tax Returns pursuant to this paragraph and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Corporation and its Subsidiaries and the shareholders of Target Corporation agree (A) to retain all books and records with respect to Tax matters pertinent to Target Corporation and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiring Corporation or the shareholders of Target Corporation, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Target Corporation and its Subsidiaries or the shareholders of Target Corporation, as the case may be, shall allow the other Party to take possession of such books and records. (e) Acquiring Corporation and the shareholders of Target Corporation further agree, upon request, to use reasonable efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filedhereby).

Certain Taxes. (a) All real property Taxes, personal property Taxes and similar obligations of HoldCo Holdco and the Subsidiary Subsidiaries imposed by the State of California California, or any other Governmental Authority that are due or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date period, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary Subsidiaries shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo Holdco and the Subsidiary Subsidiaries have ended on the Closing Date. Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCoHoldco, the any Subsidiary and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo Holdco and the Subsidiary Subsidiaries during the applicable Tax period. Any refund, rebate or similar payment received by HoldCoHoldco, the any Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable period of HoldCo Holdco or the any Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo Holdco or applicable Subsidiarythe Subsidiaries. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo Holdco and the SubsidiarySubsidiaries. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo Holdco and the SubsidiarySubsidiaries, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (d) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business Business days prior to the date such Tax Returns are due to be filed. If any refund, rebate or similar payment is received by Seller, Holdco, any Subsidiary and/or Purchaser for any real Transfer Taxes referred to above, such refund shall be apportioned consistent with the foregoing.

Certain Taxes. (a) All real property Taxes, personal property Taxes and similar obligations of HoldCo Holdco and the Subsidiary Project Company imposed by the State of California California, or any other Governmental Authority that are due or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller for the pre-Closing Date period, on the one hand, and Purchaser for the post-Closing Date Period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary Project Company shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo Holdco and the Subsidiary Project Company have ended on the Closing Date. Seller shall be responsible for the portion of such Apportioned Obligations attributable to the period ending before the Closing Date. Purchaser shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning on or after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCoHoldco, the Subsidiary Project Company and/or Purchaser for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and Purchaser as aforesaid on the basis of the obligations of HoldCo Holdco and the Subsidiary Project Company during the applicable Tax period. Any refund, rebate or similar payment received by HoldCoHoldco, the Subsidiary Project Company and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (ba) For any Taxes with respect to which the taxable period of HoldCo Holdco or the Subsidiary Project Company ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo Holdco or applicable Subsidiarythe Project Company. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo Holdco and the SubsidiaryProject Company. (cb) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo Holdco and the SubsidiaryProject Company, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns. (dc) All sales, use transfer, controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”), if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally by Purchaser and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for filing such Tax Returns, and such party will use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) business Business days prior to the date such Tax Returns are due to be filed.

Certain Taxes. In regard to Taxes, the parties further agree as follows: (a) All real property TaxesSeller and Buyer will cooperate fully with each other, personal property on a reasonable basis, in connection with the preparation, signing and filing of tax returns and in any administrative, judicial or other proceeding involving Taxes and similar obligations relating to the Purchased Assets, including but not limited to the furnishing or making available of HoldCo and the Subsidiary imposed by the State records, books of California account or any other Governmental Authority that are due materials necessary or become due for Tax periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller helpful for the pre-Closing Date defense against assertions of any taxing authority as to any tax returns for such year or period. (b) Buyer agrees to pay all transfer and documentary taxes, on sales or use taxes and recording costs related to the one hand, sale and Purchaser for transfer of the post-Closing Date Period, on the Purchased Assets from Seller to Buyer. Buyer and Seller further agree to cooperate to obtain all available exemptions from such taxes. (c) Except as other handprovided in this Agreement, as of among the Closing Dateparties hereto, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and all income Taxes and Transfer Taxes imposed on Holdco and the Subsidiary shall be allocated between the pre-Closing Date period and the post-Closing Date period as though a taxable year of HoldCo and the Subsidiary have ended on the Closing Date. (i) Seller shall be responsible for and pay all Taxes levied or imposed upon, or in connection with, the portion of such Apportioned Obligations attributable to the period ending Purchased Assets on or before the Closing Date. Purchaser ; (ii) Buyer shall be responsible for and pay all Taxes levied or imposed upon, or in connection with, the portion of such Apportioned Obligations attributable to the period beginning on or Purchased Assets after the Closing Date; and (iii) Seller and Buyer will each be responsible for its own income and franchise taxes, if any, arising from the transactions contemplated by this Agreement. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is received by HoldCo, the Subsidiary and/or Purchaser for any Any real property Taxestaxes, personal property taxes, similar ad valorem obligations and any other Taxes (other than income or similar obligations referred franchise taxes) imposed with respect to above the Purchased Assets for a tax or assessment period that are Apportioned Obligationsincludes, such refund but does not end on, the Closing Date, shall be apportioned between Buyer and Seller, [with Seller and Purchaser as aforesaid bearing a portion of such Taxes based on the basis number of days in the obligations of HoldCo tax or assessment period prior to and including the Subsidiary during the applicable Tax period. Any refund, rebate or similar payment received by HoldCo, the Subsidiary and/or Purchaser for any income Tax or Transfer Tax attributable to the pre-Closing Date period, as determined above, shall be for and Buyer bearing a portion of such Taxes based on the benefit number of Seller; and any such refund, rebate days in the tax or similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of Purchaser. (b) For any Taxes with respect to which the taxable assessment period of HoldCo or the Subsidiary ends before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed by HoldCo or applicable Subsidiary. On and after the Closing Date, Purchaser shall timely prepare and file with the appropriate authorities all other Tax Returns required to be filed by HoldCo and the Subsidiary. (c) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of HoldCo and the Subsidiary, including maintaining and making available to each other all records that are necessary for the preparation of any Tax Returns that the Party is required to file under this Article 9, and in resolving all disputes and audits with respect to such Returns]. (d) All salesThe party legally obligated to file a tax return with the relevant taxing authorities shall be responsible for preparing and timely filing such tax return. Notwithstanding the foregoing, use transfer(i) with respect to tax returns for taxes described in the last sentence of Section 9.05(c) (e.g., controlling interest transfer, recording, stock transfer, real property transfer, value-added and other similar Taxes and fees (“Transfer Taxes”ad valorem taxes), if anyBuyer shall be responsible for preparing and timely filing such tax returns and (ii) with respect to tax returns described in Section 9.05(b) (e.g. transfer taxes), arising out of or in connection the party legally obligated to file such tax returns with the consummation of the transactions contemplated by this Agreement relevant taxing authorities shall be shared equally by Purchaser responsible for preparing and Seller. Tax Returns that must be filed in connection with such Transfer Taxes shall be prepared and filed by the Party primarily or customarily responsible under applicable local Law for timely filing such Tax Returnstax returns, in each case, after consulting with, and such reaching mutual agreement with, the other party will use commercially reasonable efforts to provide such Tax Returns with respect to the other Party at least ten (10) business days prior to the date such Tax Returns are due to be filedpreparation and filing thereof.