Common use of CONDUCT OF TAX AFFAIRS Clause in Contracts

CONDUCT OF TAX AFFAIRS. 12.1 To the extent not yet submitted to the relevant Taxation Authority at the date of this Agreement, the Seller shall be responsible for, and have the conduct of preparing, submitting to and agreeing with all relevant Tax Authorities: (a) all Tax returns and computations of the Company, including claims and/or surrenders as a result of the Company being part of the Fiscal Unity prior to the date of this Agreement, for all Tax accounting periods of the Company ending on or before the date of this Agreement; and (b) in connection with article 13 of the Fiscal Unity Regulation 2003 (Besluit fiscale eenheid 2003), a balance sheet and profit and loss account of the Company as per the date of the Fiscal Unity is terminated, and in connection therewith: (a) all returns, computations, documents and substantive correspondence relating thereto (together with the documents referred to above in Clause 12.1 a and b, the “Tax Documents”) shall be submitted in compliance with past practice in draft form by the Seller to the Purchaser or its duly authorised agents for comment; (b) the Purchasers and the Seller shall provide to the other, or their duly authorised agents information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax Documents; (c) if a time limit applies in relation to any Tax Document, the Seller shall ensure that the Purchaser receives the Tax Document no later than fifteen (15) Business Days before the expiry of the time limit; (d) the Seller shall take into account all reasonable comments and suggestions made by the Purchaser or its duly authorised agents and the Tax Documents shall not be submitted to a Taxation Authority without the prior written consent of the Purchaser; (e) the Tax Documents shall be duly, timely, correctly and in compliance with applicable law be submitted to the relevant Taxation Authority; (f) the Seller shall procure that the Purchaser is kept fully informed of the progress of all matters relating to the Tax affairs of the Company in relation to Tax accounting periods ending on or before the date of this Agreement; and (g) the Seller shall as soon as practicable deliver to the Purchaser copies of all correspondence sent to or received from any Taxation Authority. 12.2 The Seller hereby agrees to procure that any existing authority held by any employee or agent of or adviser to the Seller or its affiliate insofar the Seller has the authority to do so, to sign Tax Documents on behalf of the Company shall be cancelled with effect from the date of this Agreement. 12.3 In relation to Tax accounting periods of the Company ending after the date of this Agreement, the Purchaser (or its duly authorised agents) shall be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Taxation Authority all Tax returns and computations of the Company. The Seller and its affiliate shall provide to the Purchaser or its duly authorised agents information and assistance which may reasonably be required to prepare, submit and agree all such Tax returns and computations.

CONDUCT OF TAX AFFAIRS. 12.1 To 3.1 Buyer shall after Completion have conduct of the extent not yet submitted Relevant Tax Affairs in the manner as set forth in this Schedule 2. 3.2 With respect to the relevant Taxation Authority at Relevant Tax Affairs the date of this Agreement, the Seller shall be responsible for, and have the conduct of preparing, submitting to and agreeing with all relevant Tax Authoritiesfollowing applies after Completion: (a) all Tax returns subject to the following provisions of this subparagraph 3.2, Buyer and computations of the Companyits advisors shall prepare, including claims and/or surrenders as a result submit, negotiate, and agree on behalf of the Company being part of the Fiscal Unity prior to the date of this Agreement, for all Relevant Tax accounting periods of the Company ending on or before the date of this Agreement; and (b) in connection with article 13 of the Fiscal Unity Regulation 2003 (Besluit fiscale eenheid 2003), a balance sheet and profit and loss account of the Company as per the date of the Fiscal Unity is terminated, and in connection therewith: (a) all returns, computations, documents and substantive correspondence relating thereto (together with the documents referred to above in Clause 12.1 a and b, the “Tax Documents”) shall be submitted in compliance with past practice in draft form by the Seller to the Purchaser or its duly authorised agents for commentReturns; (b) the Purchasers Company and the Seller its advisors shall provide Buyer and its advisors on a timely basis with all relevant information, including but not limited to copies of all Relevant Tax Returns, correspondence and other documents submitted to the other, or their duly authorised agents relevant Tax Authority in relation to Relevant Tax Returns (together with such other information as may be necessary to enable Buyer to consider the correspondence and assistance which may reasonably be required other documents in light of all material facts) within sufficient time before any submission by Buyer to prepare, submit and agree all such outstanding the relevant Tax DocumentsAuthority; (c) if a time limit applies all Relevant Tax Returns will be completed and submitted as Buyer (or its advisors) in relation to any Tax Document, the Seller shall ensure that the Purchaser receives the Tax Document no later than fifteen (15) Business Days before the expiry of the time limitits sole discretion will determine; (d) the Seller Company and the Company Subsidiaries shall take into account all reasonable comments make such claims and suggestions made by the Purchaser elections and give such consents (including such provisional or final claims) as Buyer (or its duly authorised agents and advisers) may request, including, without limitation, filing any election requested by Buyer under U.S. Treasury Regulations Section 301.7701-3 with respect to the Tax Documents shall not be submitted to a Taxation Authority without the prior written consent of the PurchaserCompany or any Company Subsidiary; (e) the Tax Documents Company and its advisors shall be duly, timely, correctly and in compliance with applicable law be submitted keep Buyer informed about the status of any negotiations relating to the relevant Taxation AuthorityRelevant Tax Affairs of the Company and each Company Subsidiary and consult with Buyer on any matters relating to Relevant Tax Affairs which Buyer may specify in writing to the Company, including any requested retroactive election to a time period preceding Completion (to the extent permitted under applicable Law); (f) the Seller Company and the Company Subsidiaries shall procure that the Purchaser is kept fully informed not agree or settle any of the progress of all matters relating to Relevant Tax Returns without the Tax affairs of the Company in relation to Tax accounting periods ending on or before the date of this Agreementprior written consent by Buyer; and (g) the Seller Buyer shall as soon as practicable deliver to the Purchaser copies of all correspondence sent to or received from any Taxation Authority. 12.2 The Seller hereby agrees to procure that any existing authority held by any employee or agent of or adviser to the Seller or its affiliate insofar the Seller has the authority to do so, to sign Tax Documents on behalf of the Company shall be cancelled and the Company Subsidiaries agree all Relevant Tax Returns with effect from the date of this Agreementrelevant Tax Authority as quickly as reasonably possible. 12.3 In relation to 3.3 Buyer shall after Completion prepare, negotiate and agree all Tax accounting periods Returns of the Company ending after Subsidiaries and the date of this Agreement, the Purchaser (or its duly authorised agents) shall be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Taxation Authority all Tax returns and computations of the Company. The Seller Company and its affiliate shall provide to the Purchaser or its duly authorised agents information advisors will give Buyer all reasonable co-operation, access and assistance which may reasonably be required to prepare, submit and agree all such Tax returns and computationsin relation thereto.

CONDUCT OF TAX AFFAIRS. 12.1 To 10.1 The Company and/or the extent not yet submitted to Purchaser shall at their own cost prepare the relevant Taxation Authority at corporation tax returns for the date Group Companies in respect of this Agreement, the Seller shall be responsible for, and have the conduct of preparing, submitting to and agreeing with all relevant Tax Authorities: (a) all Tax returns and computations of the Company, including claims and/or surrenders as a result of the Company being part of the Fiscal Unity prior to the date of this Agreement, for all Tax accounting periods of the Company commencing prior to Completion (the "Relevant Periods") to the extent the same have not been submitted prior to Completion. The Company and/or the Purchaser shall prepare any such corporation tax returns in draft and shall submit the said returns to the Vendors' Representative no less than 30 days before the date on which they are required to be submitted to the appropriate authorities. The Company and/or the Purchaser shall incorporate such amendments to the said returns as the Vendors' Representative, acting reasonably, may request (within 20 days of delivery of the relevant returns) before submitting such returns to the relevant authorities. The Vendors shall use their reasonable endeavours to provide such information as the Company and/or the Purchaser may reasonably request as may be required to enable the Company and/or the Purchaser to prepare the said returns. *** Confidential treatment has been requested for certain portions of this Exhibit. Confidential portions of this Exhibit are designated by [***]. A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission. 10.2 The Purchaser will not (and will procure that no Group Company will) submit any substantive correspondence to a Tax Authority or submit or agree any corporation tax return or computation for any such accounting period ended on or before Completion without giving the Vendors' Representative a reasonable opportunity to comment and taking account of the Vendors' Representative's reasonable comments or, where such actions will result in a liability of the Vendors to make a payment under this schedule, without first obtaining the written consent of the Vendors’ Representative (such consent not to be unreasonably withheld or delayed). 10.3 The Purchaser will procure that no Group Company amends or withdraws any corporation tax return or computation in respect of any accounting period ending on or before the date of this Agreement; and (b) in connection with article 13 of the Fiscal Unity Regulation 2003 (Besluit fiscale eenheid 2003)Completion or withdraws or amends any claim, a balance sheet and profit and loss account of the Company as per the date of the Fiscal Unity is terminatedelection, and in connection therewith: (a) all returns, computations, documents and substantive correspondence surrender or consent relating thereto (together with the documents referred to above in Clause 12.1 a and b, the “Tax Documents”) shall be submitted in compliance with past practice in draft form by the Seller to the Purchaser or its duly authorised agents for comment; (b) the Purchasers and the Seller shall provide to the other, or their duly authorised agents information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax Documents; (c) if a time limit applies in relation to any Tax Document, the Seller shall ensure that the Purchaser receives the Tax Document no later than fifteen (15) Business Days before the expiry of the time limit; (d) the Seller shall take into account all reasonable comments and suggestions corporation tax made by the Purchaser or its duly authorised agents and the Tax Documents shall not be submitted to a Taxation Authority without the prior written consent it in respect of the Purchaser; (e) the Tax Documents shall be duly, timely, correctly and in compliance with applicable law be submitted to the relevant Taxation Authority; (f) the Seller shall procure that the Purchaser is kept fully informed of the progress of all matters relating to the Tax affairs of the Company in relation to Tax any accounting periods period ending on or before Completion without giving the date of this Agreement; and (g) the Seller shall as soon as practicable deliver Vendors' Representative a reasonable opportunity to the Purchaser copies of all correspondence sent to or received from any Taxation Authority. 12.2 The Seller hereby agrees to procure that any existing authority held by any employee or agent of or adviser to the Seller or its affiliate insofar the Seller has the authority to do so, to sign Tax Documents on behalf comment and taking account of the Company shall be cancelled with effect from the date of this AgreementVendors' Representative's reasonable comments. 12.3 In relation to Tax accounting periods of the Company ending after the date of this Agreement, the Purchaser (or its duly authorised agents) shall be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Taxation Authority all Tax returns and computations of the Company. The Seller and its affiliate shall provide to the Purchaser or its duly authorised agents information and assistance which may reasonably be required to prepare, submit and agree all such Tax returns and computations.

CONDUCT OF TAX AFFAIRS. 12.1 To 11.1 Subject to and in accordance with the provisions of this clause 11, the Covenantors or their duly authorised agents shall: 11.1.1 prepare, submit, negotiate and otherwise deal with all computations and returns relating to taxation and correspondence relating thereto; and 11.1.2 prepare, submit and deal with (or procure the preparation and submission of) all claims, elections, surrenders, disclaimers, notices and consents for taxation purposes; in respect of all periods relevant for taxation purposes of the Company or any of the Subsidiaries ending on or before the Accounts Date ("PRE-ACCOUNTS DATE PERIODS"). 11.2 The Covenantors or their duly authorised agents shall deliver all documents prepared by the Covenantors in accordance with this clause 11 (the "TAX DOCUMENTS") to the Purchaser for authorisation and signing prior to submission. Subject to the provisions of this Clause 11, the Purchaser shall procure that the Tax Documents are so authorised and signed as soon as reasonably practicable by or on behalf of the Company or the relevant Subsidiary as appropriate without amendment unless manifestly incorrect, misleading or inaccurate. The Covenantors shall ensure that the Purchaser is afforded a reasonable opportunity to consider such computations and returns and make representations to the Covenantors prior to submission to the Tax Authority and shall take into account the Purchaser's reasonable comments. 11.3 The Purchaser shall procure that the Company and each of the Subsidiaries shall, to the extent not yet submitted they can lawfully do so, surrender to the Covenantors or to such third party as the Covenantors may specify all such relief for amounts available for surrender by way of Group Relief as the Covenantors may reasonably direct in respect of any Pre-Accounts Date Periods or in respect of any accounting period of the Company or any of the Subsidiaries during which Completion occurs ("CROSS-COMPLETION PERIODS") provided that the Purchaser shall not be obliged to procure anything pursuant to this sub-clause 11.3 to the extent that it would give rise to a Liability for Taxation in respect of which the Covenantors would (ignoring the financial limitations) have had a liability to make a payment under this Deed but in respect of which (taking into account the financial limitations) the Covenantors are not required to make a payment under this Deed. 11.4 Neither the Company nor any of the Subsidiaries shall be entitled to receive any payment or reward from the Covenantors or any other person in respect of the making of any such surrender as is referred to in sub-clause 11.3 above. 11.5 The Purchaser shall procure, in respect of any Pre-Accounts Date Periods or Cross-Completion Periods of the Company or any Subsidiary, that the Company or such Subsidiary shall forthwith make such claims and elections and give such consents including such provisional or final claims for set-off or to accept the surrender of Group Relief in respect of any of the said accounting periods as the Covenantors may reasonably direct in writing, provided that the Purchaser shall not be obliged to procure acceptance of Group Relief to the extent that the aggregate Group Relief accepted would thereby exceed the provision for corporation tax in the Working Capital Statement. 11.6 Where, pursuant to sub-clause 11.5 Group Relief is surrendered to the Company or relevant Subsidiary then the Purchaser shall procure that a payment will be made for such Group Relief surrender to the surrendering company of an amount in cash equal to the taxation saved by the recipient company as a consequence of the surrender of Group Relief to it (so that Group Relief surrendered to the recipient company pursuant to this clause 11 shall be deemed to reduce tax payable by the recipient before any Group Relief surrendered to the recipient by the Purchaser or any company (other than the Company or any Subsidiary) associated with the Purchaser) together with an amount equal to any interest and/or repayment supplement received by such company as a consequence of the surrender, provided that no payment shall be made to the extent that the Group Relief is surrendered against a Liability for Taxation Authority in respect of which the Covenantors would (ignoring the financial limitations) have had a liability to make a payment under this Deed. 11.7 Any payment for Group Relief to be made pursuant to sub-clause 11.6 shall: 11.7.1 to the extent that the surrender of Group Relief (or any surrender of Group Relief assumed to the Purchaser's reasonable satisfaction to be available in respect of the Cross-Completion Period) reduces a Liability for Taxation otherwise due on an instalment payment date (as defined in the Corporation Tax (Instalment Payment) Regulations 1998 (SI 1998/3175) relating to the Cross-Completion Period, be made on that instalment payment date; 11.7.2 to the extent that the surrender of Group Relief does not fall within sub-clause 11.7.1. above and reduces a Liability for Taxation which has already been paid at the time that the relevant surrender elections are made, be made on the date falling two Business Days after the date when a refund of this Agreement, the Seller shall be responsible for, and have the conduct of preparing, submitting to and agreeing with all relevant Tax Authorities: (a) all Tax returns and computations of the Company, including claims and/or surrenders taxation arising as a result of the surrender is received by the Company being part of or the Fiscal Unity prior relevant Subsidiary; and 11.7.3 to the extent that such payment represents interest or a repayment supplement, be made on the date falling two Business Days after the date when the interest or repayment supplement is received by the Company or the relevant Subsidiary. 11.8 Subject to the provisions of clause 10 and this Agreement, clause 11 the Purchaser shall take full responsibility for all Tax accounting periods the outstanding tax affairs of the Company ending and any Subsidiary in respect of accounting periods commencing after the Accounts Date and shall prepare and submit such computations and returns to the appropriate taxing authorities whether in the UK or elsewhere and deal with all negotiations, correspondence and agreements with respect thereto. The Purchaser shall procure that the Company and the Subsidiaries shall not submit any material correspondence, pleading, computation, return or other document which relates to any extent to a period before the Working Capital Date or any event occurring on or before the date of this Agreement; and (b) in connection with article 13 Working Capital Date and which is likely materially to affect the liability of the Fiscal Unity Regulation 2003 (Besluit fiscale eenheid 2003)Covenantors under this Deed, a balance sheet and profit and loss account without the prior written approval of the Company as per Covenantors, such approval not to be unreasonably withheld or delayed. 11.9 The Purchaser shall ensure that all communications with any Tax Authority which relate to an event in the date period between the Accounts Date and the Working Capital Date which might affect the liability of the Fiscal Unity is terminated, and in connection therewith: (a) all returns, computations, documents and substantive correspondence relating thereto (together with the documents referred to above in Clause 12.1 a and b, the “Tax Documents”) Covenantors under this Deed shall first be submitted in compliance with past practice sent in draft form by the Seller to the Purchaser or its duly authorised agents for comment; (b) the Purchasers Covenantors and the Seller Purchaser will incorporate any reasonable comments of the Covenantors. 11.10 The Purchasers shall provide to procure that the other, or Covenantors and their duly authorised agents information are (on reasonable notice in writing to the Purchasers) afforded such reasonable access to the books, accounts, personnel, correspondence and documentation of the Company and its Subsidiaries and such other reasonable assistance which as may be reasonably be required to prepare, submit and agree all such outstanding Tax Documents;enable the Covenantors to discharge their obligations under this clause 11. (c) if a time limit applies in relation to any Tax Document11.11 Where the Purchaser, the Seller shall ensure Company and/or any relevant Subsidiary (the "Paying Company") has made a payment for Group Relief pursuant to sub-clause 11.6 or otherwise the Covenantors will procure that the Purchaser receives the Tax Document no later than fifteen (15) Paying Company is reimbursed within two Business Days before after written demand is made therefor to the expiry extent such Group Relief is not available. 11.12 Subject to Clause 11.13, the terms of this Clause 11 shall override and supersede any previous agreement relating to the surrender of Group Relief between the Company and any of the time limit;Subsidiaries and the Covenantors and any associated company of the Covenantors. (d) the Seller shall take into account all reasonable comments and suggestions made by 11.13 For avoidance of doubt, the Purchaser or its duly authorised agents and the Tax Documents shall not be submitted required to a Taxation Authority without the prior written consent make payment for Group Relief under this Clause 11 in respect of the Purchaser; (e) the Tax Documents shall be duly, timely, correctly and Group Relief surrender referred to in compliance with applicable law be submitted to the relevant Taxation Authority; (f) the Seller shall procure that the Purchaser is kept fully informed clause 5.4 of the progress of all matters relating Agreement and sub-clause 11.12 shall not apply to the Tax affairs of the Company in relation to Tax accounting periods ending on or before the date of this Agreement; and (g) the Seller shall as soon as practicable deliver to the Purchaser copies of all correspondence sent to or received from any Taxation Authoritythat surrender. 12.2 The Seller hereby agrees to procure that any existing authority held by any employee or agent of or adviser to the Seller or its affiliate insofar the Seller has the authority to do so, to sign Tax Documents on behalf of the Company shall be cancelled with effect from the date of this Agreement. 12.3 In relation to Tax accounting periods of the Company ending after the date of this Agreement, the Purchaser (or its duly authorised agents) shall be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Taxation Authority all Tax returns and computations of the Company. The Seller and its affiliate shall provide to the Purchaser or its duly authorised agents information and assistance which may reasonably be required to prepare, submit and agree all such Tax returns and computations.

CONDUCT OF TAX AFFAIRS. 12.1 To 2.1 The Purchaser shall have conduct of the extent not yet submitted Relevant Tax Affairs in the manner as set forth in this Schedule 5. 2.2 With respect to the relevant Taxation Authority at Pre-Completion Relevant Tax Affairs and the date of this Agreement, Seller’s Post-Completion Tax Affairs the Seller shall be responsible for, and have the conduct of preparing, submitting to and agreeing with all relevant Tax Authoritiesfollowing applies: (a) all Tax returns The Seller and computations of the Companyits advisors shall prepare, including claims and/or surrenders as a result of the Company being part of the Fiscal Unity prior to the date of this Agreementsubmit, for all Tax accounting periods of the Company ending on or before the date of this Agreement; and (b) in connection with article 13 of the Fiscal Unity Regulation 2003 (Besluit fiscale eenheid 2003), a balance sheet and profit and loss account of the Company as per the date of the Fiscal Unity is terminatednegotiate, and in connection therewith: (a) all returns, computations, documents and substantive correspondence relating thereto (together with agree the documents referred to above in Clause 12.1 a and b, the “Relevant Tax Documents”) shall be submitted in compliance with past practice in draft form by the Seller to the Purchaser or its duly authorised agents for commentReturns; (b) the Purchasers The Purchaser and the Seller its advisers shall provide be provided on a timely basis with all relevant information, including but not limited to copies of all Relevant Tax Returns, correspondence and other documents to be submitted to the other, relevant Tax Authority in relation to Relevant Tax Returns (together with such other information as may be necessary to enable the Purchaser to consider the correspondence and other documents in light of all material facts) within sufficient time before submission to the relevant Tax Authority to enable the Purchaser and its advisors to comment on such returns and correspondence or their duly authorised agents information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax Documentsdocuments; (c) if a time limit applies in relation to any Tax Document, All comments of the Purchaser or its advisers received by the Seller shall ensure that are incorporated in the documents to be submitted to the relevant Tax Authority and all Relevant Tax Returns will be completed and submitted as the Purchaser receives the Tax Document no later than fifteen (15or its advisors) Business Days before the expiry of the time limitin its sole discretion will determine; (d) The Seller and the Subsidiaries shall make such claims and elections and give such consents (including such provisional or final claims) as the Purchaser (or its advisers) may request; (e) The Purchaser is kept fully informed about the status of any negotiations with any Tax Authority relating to the Pre-Completion Relevant Tax Affairs and the Seller’s Post Completion Relevant Tax Affairs and is consulted on any matters relating to Pre-Completion Tax Affairs and the Seller’s Post Completion Relevant Tax Affairs which the Purchaser may specify in writing to the Seller; (f) The Seller shall take into account all reasonable comments and suggestions made by not agree or settle any of the Purchaser or its duly authorised agents and the Relevant Tax Documents shall not be submitted to a Taxation Authority Returns without the prior written consent of by the Purchaser; (eg) the All Relevant Tax Documents shall be duly, timely, correctly and in compliance Returns are agreed with applicable law be submitted to the relevant Taxation Authority; (f) the Seller shall procure that the Purchaser is kept fully informed of the progress of all matters relating to the Tax affairs of the Company in relation to Tax accounting periods ending on or before the date of this AgreementAuthority as quickly as reasonably possible; and (gh) Without prejudice to the foregoing, the Seller will on the basis of article 15af DCITA elect in the relevant Dutch corporate income tax return to surrender any TLCF of the Seller FU attributable to Crucell Holland B.V. to Crucell Holland B.V. such that it will be available to Crucell Holland B.V. after Completion. 2.3 The Purchaser shall as soon as practicable deliver prepare, negotiate, and agree the tax returns of the Subsidiaries, other than the Relevant Tax Returns, that relate to the Purchaser copies of all correspondence sent to or received from any Taxation Authority. 12.2 The Seller hereby agrees to procure that any existing authority held by any employee or agent of or adviser to Subsidiaries’ Post-Completion Relevant Tax Affairs and the Seller or its affiliate insofar the Seller has the authority to do so, to sign Tax Documents on behalf of the Company shall be cancelled with effect from the date of this Agreement. 12.3 In relation to Tax accounting periods of the Company ending after the date of this Agreement, the Purchaser (or its duly authorised agents) shall be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Taxation Authority all Tax returns and computations of the Company. The Seller and its affiliate shall provide to advisors will give the Purchaser or its duly authorised agents information all reasonable co-operation, access and assistance which may reasonably be required to prepare, submit and agree all such for purposes of the Subsidiaries’ Post-Completion Relevant Tax returns and computationsAffairs.

CONDUCT OF TAX AFFAIRS. 12.1 To 6.1 The Purchaser shall cause the extent not yet submitted Group Companies to the relevant Taxation Authority at the date of this Agreement, the Seller shall be responsible for, and have the conduct of preparing, submitting to and agreeing with all relevant Tax Authoritiesprocure that: (a) all Tax returns and computations the Seller (or such professional advisers as the Seller may select) shall have the sole conduct of the Company, including claims and/or surrenders as a result of the Company being part of the Fiscal Unity prior to the date of this Agreement, for all Tax accounting periods of the Company ending on or before the date of this Agreement; and (b) in connection with article 13 of the Fiscal Unity Regulation 2003 (Besluit fiscale eenheid 2003), a balance sheet and profit and loss account of the Company as per the date of the Fiscal Unity is terminated, and in connection therewith: (a) all returns, computations, documents and substantive correspondence relating thereto (together with the documents referred to above in Clause 12.1 a and b, the “Tax Documents”) shall be submitted in compliance with past practice in draft form by the Seller to the Purchaser or its duly authorised agents for commentSeller’s Conduct Matter; (b) the Purchasers Seller (or its advisers) shall be provided promptly with any information received by the Purchaser or a Group Company, or of which the Purchaser or a Group Company otherwise becomes aware, which may be relevant to the Seller’s Conduct Matter, and with such assistance (including assistance from employees of the Purchaser and a Group Company) and access to such documents and records of, or relating to, a Group Company, as the Seller shall provide to the other, (or their duly authorised agents information and assistance which its advisers) may reasonably be required to prepare, submit and agree all such outstanding Tax Documentsrequire in connection with the Seller’s Conduct Matter; (c) if the Group Companies retain for a time limit applies in relation period of seven years from Completion, or such longer period as is required by applicable law, all books, records and other information (whether stored electronically or otherwise) relating to any Tax Document, the Seller shall ensure that the Purchaser receives the Tax Document no later than fifteen (15) Business Days before the expiry of the time limitSeller’s Conduct Matter; (d) a Group Company shall within a reasonable time authorise, sign and submit to the relevant Taxation Authority such returns and other ancillary information, accounts, statements and reports relating to a Relevant Period and make such claims and elections and give such consents and comply with all procedural requirements in respect of the making or giving of such returns, ancillary information, accounts, statements and reports or such claims, elections or consents as the Seller shall take into account all reasonable comments and suggestions made by the Purchaser (or its duly authorised agents and the Tax Documents shall not be submitted to a Taxation Authority without the prior written consent of the Purchaseradvisers) may, in its/their absolute discretion, direct in writing; (e) a Group Company shall appoint such person or persons as the Tax Documents Seller shall be duly, timely, correctly direct (including the Seller) from time to time to act as agent for a Group Company to deal with the Seller’s Conduct Matter and in compliance with applicable law be submitted to shall notify the relevant Taxation AuthorityAuthority of such appointment; (f) a Group Company shall not do any act or thing (including, in particular, the Seller shall procure that the Purchaser is kept fully informed carry-back of the progress of all matters relating to the Tax affairs of the Company in relation to Tax losses from accounting periods ending on after Completion) after Completion which: (i) might affect a Group Company's ability to make claims for allowances or before the date reliefs in respect of this Agreementany Relevant Period; or (ii) would reduce or extinguish any relief or allowance relating to any Relevant Period; and (g) a Group Company shall not (unless so directed in writing by the Seller) amend, disregard, withdraw or disclaim any returns, statements, elections, claims or benefits in respect of any Relevant Period or Straddle Period. 6.2 If the Seller directs a Group Company to make a payment on account to any Taxation Authority in respect of any matter over which the Seller has conduct and the Seller has paid an equivalent amount to the Purchaser, the Group Company shall, or the Purchaser shall procure that the Group Company shall, make the payment to the relevant Taxation Authority within two Business Days of the Purchaser receiving the money from the Seller. If the Seller makes a payment to the Purchaser pursuant to this subparagraph such payment shall, to the extent of the payment, be deemed to discharge the liability of the Seller to the Purchaser under paragraph 2 or for breach of the Tax Warranties, in respect of such liability. 6.3 Subject to subparagraphs 6.4 to 6.6 and the provisions of paragraph 7, the Purchaser and its advisers shall have sole conduct of all tax affairs of a Group Company other than a Seller’s Conduct Matter. 6.4 Where any computation, return, ancillary information, statements, reports or accounts is or are required to be submitted for, or in respect of, the Straddle Period relating to a Group Company, a draft shall be submitted by the Purchaser to the Seller marked for the attention of the company secretary (or such advisers as it shall nominate) at least 20 Business Days before its intended submission to any Taxation Authority and the Seller and its advisers shall be given access to all information necessary to determine its accuracy. In addition, the Seller shall as soon as practicable deliver be kept informed by the Purchaser of any negotiations regarding the Taxation liabilities of a Group Company relating to the Straddle Period and before any agreement in respect of those Taxation liabilities is reached with such authority, details of the proposed agreement shall be given by the Purchaser to the Seller at least 15 Business Days before the proposed conclusion of such agreement. 6.5 If, within 15 Business Days of receiving any draft computation, draft return, draft ancillary information, draft statements, draft reports, draft accounts, details of negotiations or proposed agreements referred to in subparagraph 6.4, the Seller makes any representations to the Purchaser copies of all correspondence sent those representations shall, to the extent that they are reasonable, be reflected in the computations, returns, ancillary information, statements, reports, accounts, negotiations or received from any agreement with the relevant Taxation Authority. 12.2 The 6.6 If the parties, having negotiated in good faith for a period of 20 Business Days, fail to reach agreement as to whether the representations made by the Seller hereby agrees to procure that any existing authority held by any employee or agent of or adviser to are reasonable, either the Seller or its affiliate insofar the Purchaser may refer the matter for determination by an internationally recognised adviser on tax matters in the relevant jurisdiction (the Expert). The Expert shall be appointed either by agreement between the parties or (if they do not agree within five Business Days of the party wishing to make the reference notifying the other of the proposed reference) on the application of either the Seller has or the authority Purchaser to do so, to sign Tax Documents on behalf the Chair of the Company Resolution Institute (Australia). The Expert shall decide the matter in question as an expert (and not as an arbitrator) and his decision shall be cancelled with effect from final, except in the date case of this Agreement. 12.3 In relation manifest error. Both parties shall make all relevant information available to Tax accounting periods the Expert. The costs of the Company ending after the date of this Agreement, the Purchaser (or its duly authorised agents) Expert shall be responsible for, borne by the parties in such proportions as the Expert considers to be fair and have reasonable in all the conduct of preparing, submitting to and agreeing with the relevant Taxation Authority all Tax returns and computations of the Company. The Seller and its affiliate shall provide to the Purchaser or its duly authorised agents information and assistance which may reasonably be required to prepare, submit and agree all such Tax returns and computationscircumstances.

CONDUCT OF TAX AFFAIRS. 12.1 To the extent not yet submitted to the relevant Taxation Authority at the date of this Agreement, the Seller 7.1 The Purchaser shall be responsible forprocure, and have shall cause the conduct of preparingWholly Owned Group Companies to procure, submitting to and agreeing with all relevant Tax Authoritiesthat: (a) all Tax returns and computations the Sellers (or such professional advisers as the Sellers may select) shall have the sole conduct of the Company, including claims and/or surrenders as a result of the Company being part of the Fiscal Unity prior to the date of this Agreement, for all Tax accounting periods of the Company ending on or before the date of this Agreement; and (b) in connection with article 13 of the Fiscal Unity Regulation 2003 (Besluit fiscale eenheid 2003), a balance sheet and profit and loss account of the Company as per the date of the Fiscal Unity is terminated, and in connection therewith: (a) all returns, computations, documents and substantive correspondence relating thereto (together with the documents referred to above in Clause 12.1 a and b, the “Tax Documents”) shall be submitted in compliance with past practice in draft form by the Seller to the Purchaser or its duly authorised agents for commentSellers' Conduct Matters; (b) the Purchasers and Sellers (or their advisers) shall be provided promptly with any information received by the Seller shall provide Purchaser or a member of the Purchaser's Group, or of which any of them otherwise becomes aware, which may be relevant to the otherSellers' Conduct Matters, and with such assistance including assistance from employees of the members of the Purchaser's Group, and access to such documents and records of, or relating to, a Wholly Owned Group Company, as the Sellers (or their duly authorised agents information and assistance which advisers) may reasonably be required to prepare, submit and agree all such outstanding Tax Documentsrequire in connection with the Sellers' Conduct Matters; (c) if a time limit applies Wholly Owned Group Company shall immediately authorise, sign and submit to the relevant Tax Authority any Tax Returns relating to a Relevant Period and make such claims and elections and give such consents and comply with all procedural requirements in relation respect of the making or giving of such Tax Returns or such claims, elections or consents as the Sellers (or their advisers) may, in its absolute discretion, direct in writing; and (d) a Wholly Owned Group Company shall not (unless so directed in writing by the Sellers) amend, disregard, withdraw or disclaim any elections, claims or benefits in respect of any Relevant Period. 7.2 Subject to the provisions of subparagraphs 7.3 and 7.4 and paragraph 8, the Purchaser and its advisers shall have sole conduct of all Tax affairs of a Group Company other than Sellers' Conduct Matters, but to the extent a Tax Return relates to the period between the Accounts Date and the Completion Date the Purchaser shall submit a draft thereof to the Sellers’ Representative at least fifteen (15) Business Days before its intended submission to any Tax DocumentAuthority and the Sellers’ Representative and its advisers shall be given access to all information necessary to determine its accuracy. 7.3 Where any Tax Return is required to be submitted for, or in respect of, a Straddle Period, a draft shall be submitted by the Purchaser to the Sellers at least fifteen (15) Business Days before its intended submission to any Tax Authority and the Sellers and their advisers shall be given access to all information necessary to determine its accuracy. In addition, the Seller Sellers shall ensure that be kept informed by the Purchaser receives of any negotiations regarding the Tax Document no later than liabilities of a Group Company relating to the Straddle Period and before any agreement in respect of those Tax liabilities is reached with a Tax Authority, details of the proposed agreement shall be given by the Purchaser to the Sellers at least fifteen (15) Business Days before the expiry proposed conclusion of such agreement. 7.4 If, within fifteen (15) Business Days of receiving any draft Tax Return or details of negotiations or proposed agreements referred to in subparagraph 7.2 or 7.3, the time limit; (d) the Seller shall take into account all reasonable comments and suggestions made by the Purchaser or its duly authorised agents and the Tax Documents shall not be submitted to a Taxation Authority without the prior written consent of the Purchaser; (e) the Tax Documents shall be duly, timely, correctly and in compliance with applicable law be submitted to the relevant Taxation Authority; (f) the Seller shall procure that the Purchaser is kept fully informed of the progress of all matters relating to the Tax affairs of the Company in relation to Tax accounting periods ending on or before the date of this Agreement; and (g) the Seller shall as soon as practicable deliver Sellers make any representations to the Purchaser copies of all correspondence sent to or received from any Taxation Authority. 12.2 The Seller hereby agrees to procure that any existing authority held by any employee or agent of or adviser those representations shall, to the Seller extent that they are reasonable, be reflected in the Tax Returns, negotiations or its affiliate insofar the Seller has the authority to do so, to sign Tax Documents on behalf of the Company shall be cancelled with effect from the date of this Agreement. 12.3 In relation to Tax accounting periods of the Company ending after the date of this Agreement, the Purchaser (or its duly authorised agents) shall be responsible for, and have the conduct of preparing, submitting to and agreeing agreement with the relevant Taxation Authority all Tax returns and computations of the Company. The Seller and its affiliate shall provide to the Purchaser or its duly authorised agents information and assistance which may reasonably be required to prepare, submit and agree all such Tax returns and computationsAuthority.

CONDUCT OF TAX AFFAIRS. 12.1 To 4.1 It is agreed between the extent not yet submitted Vendors and the Purchaser that as regards all accounting periods ended on or before the Accounts Date the Vendors shall have sole conduct of the tax affairs of the Group Companies and the Purchaser shall procure that the Group Companies make such claims or elections and (at the cost of the Vendors) execute such documents and do such things in that connection as the Vendors shall reasonably direct. The Vendors shall consult the Purchaser in relation to all actions taken by it pursuant to the relevant Taxation Authority at the date provisions of this Agreement, paragraph 4.1 in accordance with the Seller provisions of paragraph 4.3.4; 4.2 Without prejudice to the generality of paragraph 4.1 above the Purchaser shall procure that the Vendors (or such professional advisers as the Vendors may elect) shall have the sole conduct of the preparation submission to the Inland Revenue negotiation correspondence and agreement of the tax computations and the profits and losses for tax purposes of the Group Companies for the accounting periods ended on or before the Accounts Date and in respect of which final agreement of the liabilities to Taxation has not been reached with the Inland Revenue and that the Vendors (and their advisers) shall be responsible for, provided with such information and have assistance and access to such documents and records of or relating to the conduct of preparing, submitting to Group Companies as they may reasonably require in that connection. 4.3 It is agreed between the Vendors and agreeing with all relevant Tax Authoritiesthe Purchaser that: 4.3.1 The Vendors shall pay and be liable for all costs and expenses reasonably incurred by the Purchaser or the Group Companies in complying with the Purchaser’s obligations under this paragraph 4. 4.3.2 The Group Companies and the Purchaser shall be indemnified and secured to their reasonable satisfaction by the Vendors against all losses (aincluding any additional Taxation) all Tax returns penalties fines interest expenses and computations of damages which may be incurred by the Company, including claims and/or surrenders Group Companies as a result of complying with the Company being part Purchaser’s obligations under this paragraph 4. 4.3.3 Any authorisation signature or submission by the Purchaser or the Group Companies of any returns pursuant to this clause and its co-operation generally under this Agreement shall operate without prejudice to any rights of the Fiscal Unity Purchaser or the Group Companies under the Tax Covenant. 4.3.4 The Vendor shall at all times allow the Purchaser or the Group Companies to make reasonable representations in respect of all tax affairs of the Group Companies for the accounting periods ending on or prior to the date Accounts Date and for this purpose the Purchaser shall be provided with copies of this Agreement, for all Tax accounting periods of the Company ending on or before the date of this Agreement; and (b) in connection with article 13 of the Fiscal Unity Regulation 2003 (Besluit fiscale eenheid 2003), a balance sheet and profit and loss account of the Company as per the date of the Fiscal Unity is terminated, and in connection therewith: (a) all returns, computations, computations and any related documents and substantive correspondence relating thereto (together with the documents referred to above in Clause 12.1 a and b, the “Tax Documents”) shall be submitted in compliance with past practice in draft form by to the Seller Purchaser or (at the Purchaser’s request) its duly authorised agent. The Purchaser, or its duly authorised agent, shall provide comments, if any, within fifteen (15) business days of such submission. If the Vendors have not received any comments within thirty (30) business days the Purchaser and its duly authorised agents shall be deemed to have approved such draft documents. The Vendors shall take account of all reasonable written comments or suggestions which the Purchaser or its duly authorised agents for comment; (b) agent may have on the Purchasers and the Seller preparation of such computations, returns, documents or correspondence. The Vendors shall provide to the other, or their duly authorised agents information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax Documents; (c) if a time limit applies in relation to any Tax Document, the Seller shall ensure that keep the Purchaser receives the Tax Document no later than fifteen (15) Business Days before the expiry of the time limit; (d) the Seller shall take into account all reasonable comments and suggestions made by the Purchaser or its duly authorised agents and the Tax Documents shall not be submitted to a Taxation Authority without the prior written consent of the Purchaser; (e) the Tax Documents shall be duly, timely, correctly and in compliance with applicable law be submitted to the relevant Taxation Authority; (f) the Seller shall procure that the Purchaser is kept fully informed of the progress of all matters relating to the Tax such tax affairs of the Company in relation to Tax accounting periods ending on or before the date of this Agreement; and (g) the Seller shall as soon as practicable deliver and provide copies to the Purchaser copies of all correspondence sent to or received from any Taxation Authorityother relevant documents. 12.2 The Seller hereby agrees to procure that any existing authority held by any employee or agent of or adviser to the Seller or its affiliate insofar the Seller has the authority to do so, to sign Tax Documents on behalf of the Company shall be cancelled with effect from the date of this Agreement. 12.3 In relation to Tax accounting periods of the Company ending after the date of this Agreement, the Purchaser (or its duly authorised agents) shall be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Taxation Authority all Tax returns and computations of the Company. The Seller and its affiliate shall provide to the Purchaser or its duly authorised agents information and assistance which may reasonably be required to prepare, submit and agree all such Tax returns and computations.

CONDUCT OF TAX AFFAIRS. 12.1 To the extent not yet submitted to the relevant Taxation Authority at the date of this Agreement, the Seller 4.1 The Purchaser shall be responsible forprocure, and have shall cause the conduct of preparingPurchaser Group to procure, submitting to and agreeing with all relevant Tax Authoritiesthat: (a) all Tax returns and computations the Seller (or such professional advisers as the Seller may select) shall have the sole conduct of the Company, including claims and/or surrenders as a result of the Company being part of the Fiscal Unity prior to the date of this Agreement, for all Tax accounting periods of the Company ending on or before the date of this Agreement; and (b) in connection with article 13 of the Fiscal Unity Regulation 2003 (Besluit fiscale eenheid 2003), a balance sheet and profit and loss account of the Company as per the date of the Fiscal Unity is terminated, and in connection therewith: (a) all returns, computations, documents and substantive correspondence relating thereto (together with the documents referred to above in Clause 12.1 a and b, the “Tax Documents”) shall be submitted in compliance with past practice in draft form by the Seller to the Purchaser or its duly authorised agents for commentConduct Matters; (b) the Purchasers and Seller (or its advisers) shall be provided as soon as reasonably practicable with any information available or received by the Seller shall provide to Purchaser or a member of the otherPurchaser Group, or their duly authorised agents information and assistance which may reasonably be required relevant to prepare, submit and agree all such outstanding Tax Documentsthe Seller Conduct Matters; (c) if a time limit applies in relation member of the Purchaser Group shall as soon as reasonably practicable authorise, sign and submit to the relevant Tax Authority any Tax DocumentReturns relating to a Relevant Period and make such claims and elections and give such consents and comply with all procedural requirements in respect of the making or giving of such Tax Returns or such claims, elections or consents as the Seller shall ensure that the Purchaser receives the Tax Document no later than fifteen (15or its advisers) Business Days before the expiry of the time limit;may, in their absolute discretion, direct in writing; and (d) a member of the Seller Purchaser Group shall take into account all reasonable comments and suggestions made not (unless so directed in writing by the Purchaser Seller) amend, disregard, withdraw or its duly authorised agents and disclaim any elections, claims or benefits in respect of any Relevant Period. 4.2 The Seller on behalf of the Tax Documents Company shall not be submitted to a Taxation Authority not, without the prior written consent of the Purchaser;: (ea) take any action to make any material change in the Tax Documents shall be duly, timely, correctly and in compliance with applicable law be submitted to the relevant Taxation Authority; Company’s method of accounting or audit practices (f) the Seller shall procure that the Purchaser is kept fully informed of the progress of all matters relating to the Tax affairs of the Company including in relation to Tax), except as required by a change in applicable laws or the Accounting Policies; or (b) take any position in a Tax accounting periods ending on or before Return contrary to the position taken in Tax Returns filed prior to the date of this Agreement; and (g) agreement, unless such deviation or the Seller shall as soon as practicable deliver intention to the Purchaser copies of all correspondence sent to or received from any Taxation Authoritydeviate has been Fairly Disclosed. 12.2 4.3 The Seller hereby agrees to procure that any existing authority held by any employee or agent of or adviser to the Seller or its affiliate insofar the Seller has the authority to do so, to sign Tax Documents on behalf of the Company shall be cancelled with effect from the date of this Agreement. 12.3 In relation to Tax accounting periods of the Company ending after the date of this Agreement, the Purchaser (or its duly authorised agents) shall be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Taxation Authority all Tax returns and computations of the Company. The Seller and its affiliate shall provide to the Purchaser or its duly authorised agents information agent shall prepare the Tax Returns and assistance which related documentation of the Company and deal with all other matters relating to those Tax Returns for all accounting periods ending after Completion. In relation to any Straddle Period, the Purchaser shall, or shall procure that the Company shall: (a) at least 30 Business Days before submission to the relevant Tax Authority, deliver to the Seller for review any Tax Return and/or related documentation for the Straddle Period and make such amendments to them as the Seller may reasonably require; and (b) at the expense of the Seller, give the Seller all such assistance as may be reasonably required to prepare, submit and agree all such Tax returns and computationsexercise its right to comment under paragraph 4.3(a).

CONDUCT OF TAX AFFAIRS. 12.1 To 7.1 The Purchaser shall cause the extent not yet submitted Group Companies to the relevant Taxation Authority at the date of this Agreement, the Seller shall be responsible for, and have the conduct of preparing, submitting to and agreeing with all relevant Tax Authoritiesprocure that: (a) all Tax returns and computations the Seller (or such professional advisers as the Seller may select) shall have the sole conduct of the CompanySeller’s Conduct Matter (which, including claims and/or surrenders as a result for the avoidance of doubt, shall include such matters in respect of any period for which the Company being part was a member of the Fiscal Unity prior to the date of this Agreement, a fiscal unity for all Tax accounting periods of the Company ending on or before the date of this Agreement; and (b) in connection with article 13 of the Fiscal Unity Regulation 2003 (Besluit fiscale eenheid 2003corporate income tax purposes), a balance sheet and profit and loss account of the Company as per the date of the Fiscal Unity is terminated, and in connection therewith: (a) all returns, computations, documents and substantive correspondence relating thereto (together with the documents referred to above in Clause 12.1 a and b, the “Tax Documents”) shall be submitted in compliance with past practice in draft form by the Seller to the Purchaser or its duly authorised agents for comment; (b) the Purchasers Seller (or its advisers) shall be provided promptly with any information received by the Purchaser or a Group Company, or of which the Purchaser or a Group Company otherwise becomes aware, which may be relevant to the Seller’s Conduct Matter, and with such assistance (including assistance from employees of the Purchaser and a Group Company) and access to such documents and records of, or relating to, a Group Company, as the Seller shall provide to the other, (or their duly authorised agents information and assistance which its advisers) may reasonably be required to prepare, submit and agree all such outstanding Tax Documentsrequire in connection with the Seller’s Conduct Matter; (c) if the Group Companies retain for a time limit applies in relation period of ten years from Completion, or such longer period as is required by applicable law, all books, records and other information (whether stored electronically or otherwise) relating to any Tax Document, the Seller shall ensure that the Purchaser receives the Tax Document no later than fifteen (15) Business Days before the expiry of the time limitSeller’s Conduct Matter; (d) a Group Company shall immediately authorise, sign and submit to the relevant Taxation Authority such returns and other ancillary information, accounts, statements and reports relating to a Relevant Period and make such claims and elections and give such consents and comply with all procedural requirements in respect of the making or giving of such returns, ancillary information, accounts, statements and reports or such claims, elections or consents as the Seller shall take into account all reasonable comments and suggestions made by the Purchaser (or its duly authorised agents and the Tax Documents shall not be submitted to a Taxation Authority without the prior written consent of the Purchaseradvisers) may, in its absolute discretion, direct in writing; (e) a Group Company shall appoint such person or persons as the Tax Documents Seller shall be duly, timely, correctly direct (including the Seller) from time to time to act as agent for a Group Company to deal with the Seller’s Conduct Matter and in compliance with applicable law be submitted to shall notify the relevant Taxation AuthorityAuthority of such appointment; (f) a Group Company shall not do any act or thing (including, in particular, the Seller shall procure that the Purchaser is kept fully informed carry-back of the progress of all matters relating to the Tax affairs of the Company in relation to Tax losses from accounting periods ending on after Completion) after Completion which: (i) might affect a Group Company’s ability to make claims for allowances or before the date reliefs in respect of this Agreementany Relevant Period; or (ii) would reduce or extinguish any relief or allowance relating to any Relevant Period; and (g) a Group Company shall not (unless so directed in writing by the Seller) amend, disregard, withdraw or disclaim any elections, claims or benefits in respect of any Relevant Period. 7.2 If the Seller directs a Group Company to make a payment on account to any Taxation Authority in respect of any matter over which the Seller has conduct and the Seller has paid an equivalent amount to the Purchaser, a Group Company shall, or the Purchaser shall procure that a Group Company shall, make the payment to the relevant Taxation Authority within two Business Days of the Purchaser receiving the money from the Seller. If the Seller makes a payment to the Purchaser pursuant to this subparagraph such payment shall, to the extent of the payment, be deemed to discharge the liability of the Seller to the Purchaser under paragraph 2 or for breach of the Tax Warranties, in respect of such liability. 7.3 Subject to subparagraphs 7.4 to 7.6 and the provisions of paragraph 8, the Purchaser and its advisers shall have sole conduct of all tax affairs of a Group Company other than a Seller’s Conduct Matter. 7.4 Where any computation, return, ancillary information, statements, reports or accounts is or are required to be submitted for, or in respect of, the Straddle Period, a draft shall be submitted by the Purchaser to the Seller marked for the attention of the company secretary (or such advisers as it shall nominate) at least 20 Business Days before its intended submission to any Taxation Authority and the Seller and its advisers shall be given access to all information necessary to determine its accuracy. In addition, the Seller shall as soon as practicable deliver be kept informed by the Purchaser of any negotiations regarding the Taxation liabilities of a Group Company relating to the Straddle Period and before any agreement in respect of those Taxation liabilities is reached with such authority, details of the proposed agreement shall be given by the Purchaser to the Seller at least 15 Business Days before the proposed conclusion of such agreement. 7.5 If, within 15 Business Days of receiving any draft computation, draft return, draft ancillary information, draft statements, draft reports, draft accounts, details of negotiations or proposed agreements referred to in subparagraph 7.4, the Seller makes any representations to the Purchaser copies of all correspondence sent those representations shall, to the extent that they are reasonable, be reflected in the computations, returns, ancillary information, statements, reports, accounts, negotiations or received from any agreement with the relevant Taxation Authority. 12.2 The 7.6 If the parties, having negotiated in good faith for a period of 20 Business Days, fail to reach agreement as to whether the representations made by the Seller hereby agrees to procure that any existing authority held by any employee or agent of or adviser to are reasonable, either the Seller or its affiliate insofar the Purchaser may refer the matter for determination by a member of a firm of chartered accountants who is also a member of the Institute of Chartered Accountants (IdW) in Germany (the Expert). The Expert shall be appointed either by agreement between the parties or (if they do not agree within five Business Days of the party wishing to make the reference notifying the other of the proposed reference) on the application of either the Seller has or the authority Purchaser to do so, to sign Tax Documents on behalf the President for the time being of the Company Chartered Institute of Taxation or (in the absence of an appointment by the President for the time being of the Chartered Institute of Taxation) on the application by either the Seller or the Purchaser to the President for the time being of the Law Society. The Expert shall decide the matter in question as an expert (and not as an arbitrator) and his decision shall be cancelled with effect from final, except in the date case of this Agreement. 12.3 In relation manifest error. Both parties shall make all relevant information available to Tax accounting periods the Expert. The costs of the Company ending after the date of this Agreement, the Purchaser (or its duly authorised agents) Expert shall be responsible for, borne by the parties in such proportions as the Expert considers to be fair and have reasonable in all the conduct of preparing, submitting to and agreeing with the relevant Taxation Authority all Tax returns and computations of the Company. The Seller and its affiliate shall provide to the Purchaser or its duly authorised agents information and assistance which may reasonably be required to prepare, submit and agree all such Tax returns and computationscircumstances.

CONDUCT OF TAX AFFAIRS. 12.1 To the extent not yet submitted to the relevant Taxation Authority at the date of this Agreement, the Seller shall be responsible for, and have the conduct of preparing, submitting to and agreeing with all relevant Tax Authorities: (a) all Tax returns and computations of the Company, including claims and/or surrenders as a result of the Company being part of the Fiscal Unity prior to the date of this Agreement, for all Tax accounting periods of the Company ending on or before the date of this Agreement; and (b) in connection with article 13 of the Fiscal Unity Regulation 2003 (Besluit fiscale eenheid 2003), a balance sheet and profit and loss account of the Company as per the date of the Fiscal Unity is terminated, and in connection therewith: (a) all returns, computations, documents and substantive correspondence relating thereto (together with the documents referred to above in Clause 12.1 a and b, the “Tax Documents”) shall be submitted in compliance with past practice in draft form by the Seller to the Purchaser or its duly authorised agents for comment; (b) the Purchasers and the Seller shall provide to the other, 9.1 The Covenantors or their duly authorised agents information shall, in respect of all accounting periods ending on or before Completion, and assistance at the Company’s cost: 9.1.1 prepare the corporation tax returns of the Company; 9.1.2 prepare on behalf of the Company all claims, elections, surrenders, disclaimers, notices and consents for the purposes of corporation tax; and 9.1.3 (subject to clause 3) deal with all matters relating to corporation tax which may reasonably be concern or affect the Company, including the conduct of all negotiations and correspondence and the reaching of all agreements relating thereto or to any Tax Documents, but excluding payment of tax. 9.2 The Covenantors or their duly authorised agents shall deliver all Tax Documents which are required to preparebe signed by or on behalf of the Company to the Purchaser for authorisation, submit signing and agree all such outstanding submission to the relevant Tax Documents; (c) if Authority. If a time limit applies in relation to any Tax Document, the Seller Vendor shall ensure that the Purchaser receives the Tax Document no later than fifteen (15) 15 Business Days before the expiry of the time limit. 9.3 The Covenantors shall procure that: 9.3.1 the Purchaser receives copies of all written correspondence with any Tax Authority insofar as it is relevant to The Pre-Completion Tax Affairs; (d) 9.3.2 the Seller shall take into account all Purchaser is afforded the opportunity to comment within a reasonable period of time on any Tax Document or other non-routine correspondence prior to its submission to the relevant Tax Authority and that its reasonable comments are taken into account; and 9.3.3 no Tax Document is submitted to any Tax Authority which is not, so far as the Covenantors are aware, true and suggestions made accurate in all respects, and not misleading. 9.4 The Purchaser shall procure that: 9.4.1 the Covenantors and their duly authorised agents are afforded such access (including the taking of copies) to the books, accounts and records of the Company and such other assistance as it or they reasonably require to enable the Covenantors to discharge their obligations under clause 9.1 and to enable the Covenantors to comply with their own tax obligations or facilitate the management or settlement of its own tax affairs; 9.4.2 the Covenantors are promptly sent a copy of any communication from any Tax Authority insofar as it relates to the Pre-Completion Tax Affairs; 9.4.3 there is given to such person or persons as may for the time being be nominated by the Vendor authority to conduct Pre-Completion Tax Affairs, and that such authority is confirmed to any relevant Tax Authority. 9.5 The Purchaser shall (subject to clause 9.6 below) be obliged to procure that the Company shall cause any Tax Document delivered to it under clause 9.2 to be authorised and signed without delay and without amendment, and submitted to the appropriate Tax Authority without delay (and in any event within any relevant time limit). 9.6 The Purchaser shall be under no obligation to procure the authorisation, signing or submission to a Tax Authority of any Tax Document delivered to it under clause 9.2 which it considers in its reasonable opinion to be false or misleading in a material respect, but for the avoidance of doubt shall be under no obligation to make any enquiry as to the completeness or accuracy thereof and shall be entitled to rely entirely on the Covenantors and their agents. 9.7 The Purchaser or its duly authorised agents and the Tax Documents shall not be submitted to a Taxation Authority without the prior written consent have sole conduct of all tax affairs of the Purchaser; (e) the Company which are not Pre-Completion Tax Documents Affairs and shall be dulyentitled to deal with such tax affairs in any way in which it, timelyin its absolute discretion, correctly considers fit provided that the Purchaser shall ensure that all such tax affairs relating to periods prior to Completion are dealt with in an expeditious manner. 9.8 In respect of any accounting period for corporation tax purposes commencing prior to Completion and ending after Completion (the Straddle Period) and in compliance with applicable law be submitted respect of any accounting period commencing prior to Completion for the relevant Taxation Authority; (f) purposes of any other tax the Seller Purchaser shall procure that the Purchaser is kept fully informed of the progress of all matters relating to the Tax affairs of the Company in relation to Tax accounting periods ending on or before the date of this Agreement; and (g) the Seller shall as soon as practicable deliver to the Purchaser copies of all correspondence sent to or received from any Taxation Authority. 12.2 The Seller hereby agrees to procure that any existing authority held by any employee or agent of or adviser to the Seller or its affiliate insofar the Seller has the authority to do so, to sign Tax Documents on behalf tax returns of the Company shall be cancelled prepared on a basis which is consistent with effect from the date of this Agreement. 12.3 In relation to Tax accounting periods manner in which the tax returns of the Company were prepared for all accounting periods ending after prior to Completion. 9.9 The Purchaser shall procure that the date of this Agreement, the Purchaser (or its duly authorised agents) shall be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Taxation Authority all Tax returns and computations of the Company. The Seller and its affiliate shall Company provide to the Purchaser or its duly authorised agents information and assistance Covenantors all tax returns relating to the Straddle Period no later than 20 Business Days before the date on which may reasonably be such tax returns are required to prepare, submit and agree be filed with the appropriate Tax Authority without incurring interest or penalties. The Purchaser shall further procure that the Company shall take the Covenantors’ reasonable comments into account before the tax returns are submitted to the appropriate Tax Authority. 9.10 The Covenantors shall provide such assistance as the Purchaser shall reasonably request in preparing all such Tax tax returns and computationsrelating to the Straddle Period.