Common use of CONDUCT OF TAX AFFAIRS Clause in Contracts

CONDUCT OF TAX AFFAIRS. 3.1 Buyer shall after Completion have conduct of the Relevant Tax Affairs in the manner as set forth in this Schedule 2. 3.2 With respect to the Relevant Tax Affairs the following applies after Completion: (a) subject to the following provisions of this subparagraph 3.2, Buyer and its advisors shall prepare, submit, negotiate, and agree on behalf of the Company the Relevant Tax Returns; (b) the Company and 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 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 other documents in light of all material facts) within sufficient time before any submission by Buyer to the relevant Tax Authority; (c) all Relevant Tax Returns will be completed and submitted as Buyer (or its advisors) in its sole discretion will determine; (d) the Company and the Company Subsidiaries shall make such claims and elections and give such consents (including such provisional or final claims) as Buyer (or its 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 Company or any Company Subsidiary; (e) the Company and its advisors shall keep Buyer informed about the status of any negotiations relating to the Relevant 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 Company and the Company Subsidiaries shall not agree or settle any of the Relevant Tax Returns without the prior written consent by Buyer; and (g) Buyer shall on behalf of the Company and the Company Subsidiaries agree all Relevant Tax Returns with the relevant Tax Authority as quickly as reasonably possible. 3.3 Buyer shall after Completion prepare, negotiate and agree all Tax Returns of the Company Subsidiaries and the Company and its advisors will give Buyer all reasonable co-operation, access and assistance in relation thereto.

CONDUCT OF TAX AFFAIRS. 3.1 Buyer 12.1 To the extent not yet submitted to the relevant Taxation Authority at the date of this Agreement, the Seller shall after Completion be responsible for, and have the conduct of the Relevant preparing, submitting to and agreeing with all relevant Tax Affairs in the manner as set forth in this Schedule 2. 3.2 With respect to the Relevant Tax Affairs the following applies after CompletionAuthorities: (a) subject to all Tax returns and computations of the following provisions of this subparagraph 3.2Company, Buyer and its advisors shall prepare, submit, negotiate, and agree on behalf including claims and/or surrenders as a result of the Company being part of the Relevant Fiscal Unity prior to the date of this Agreement, for all Tax Returnsaccounting 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 Company Purchasers and its advisors the Seller 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 relevant other, or their duly authorised agents information and assistance which may reasonably be required to prepare, submit and agree all such outstanding 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 other documents in light of all material facts) within sufficient time before any submission by Buyer to the relevant Tax AuthorityDocuments; (c) all Relevant if a time limit applies in relation to any Tax Returns will be completed and submitted as Buyer Document, the Seller shall ensure that the Purchaser receives the Tax Document no later than fifteen (or its advisors15) in its sole discretion will determineBusiness Days before the expiry of the time limit; (d) the Company Seller shall take into account all reasonable comments and suggestions made by the Purchaser or its duly authorised agents and the Company Subsidiaries Tax Documents shall make such claims and elections and give such consents (including such provisional or final claims) as Buyer (or its advisers) may request, including, not be submitted to a Taxation Authority without limitation, filing any election requested by Buyer under U.S. Treasury Regulations Section 301.7701-3 with respect to the Company or any Company Subsidiaryprior written consent of the Purchaser; (e) the Company Tax Documents shall be duly, timely, correctly and its advisors shall keep Buyer informed about the status of any negotiations relating in compliance with applicable law be submitted to the Relevant 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)relevant Taxation Authority; (f) the Company and Seller shall procure that the Purchaser is kept fully informed of the progress of all matters relating to the Tax affairs of the Company Subsidiaries shall not agree in relation to Tax accounting periods ending on or settle any before the date of the Relevant Tax Returns without the prior written consent by Buyerthis Agreement; and (g) Buyer 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 and shall be cancelled with effect from the date of this Agreement. 12.3 In relation to Tax accounting periods of the Company Subsidiaries agree all Relevant Tax Returns 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 Authority as quickly as 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 possible. 3.3 Buyer shall after Completion be required to prepare, negotiate submit and agree all such Tax Returns of the Company Subsidiaries returns and the Company and its advisors will give Buyer all reasonable co-operation, access and assistance in relation theretocomputations.

CONDUCT OF TAX AFFAIRS. 3.1 Buyer shall after Completion have conduct of 11.1 Subject to and in accordance with the Relevant Tax Affairs in the manner as set forth in this Schedule 2. 3.2 With respect to the Relevant Tax Affairs the following applies after Completion: (a) subject to the following provisions of this subparagraph 3.2clause 11, Buyer and its advisors shall the Covenantors or their duly authorised agents shall: 11.1.1 prepare, submit, negotiatenegotiate and otherwise deal with all computations and returns relating to taxation and correspondence relating thereto; and 11.1.2 prepare, submit and agree 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 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 Returns;Authority and shall take into account the Purchaser's reasonable comments. (b) 11.3 The Purchaser shall procure that the Company and its advisors shall provide Buyer and its advisors on a timely basis with all relevant informationeach of the Subsidiaries shall, including but not limited to copies of all Relevant Tax Returns, correspondence and other documents submitted to the 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 other documents in light of all material facts) within sufficient time before any submission by Buyer extent they can lawfully do so, surrender to the relevant Tax Authority; 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 (c"CROSS-COMPLETION PERIODS") all Relevant Tax Returns will provided that the Purchaser shall not be completed and submitted as Buyer 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 (or its advisorsignoring the financial limitations) have had a liability to make a payment under this Deed but in its sole discretion will determine; respect of which (dtaking into account the financial limitations) the Company and 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) claims for set-off or to accept the surrender of Group Relief in respect of any of the said accounting periods as Buyer (or its advisers) the Covenantors may requestreasonably direct in writing, includingprovided 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, without limitation, filing any election requested by Buyer under U.S. Treasury Regulations Section 301.7701pursuant to sub-3 with respect 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 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 taxation arising as a result of the surrender is received by the Company or the 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 clause 11 the Purchaser shall take full responsibility for the outstanding tax affairs of the Company 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 Working Capital Date and which is likely materially to affect the liability of the Covenantors under this Deed, without the prior written approval of the 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 period between the Accounts Date and the Working Capital Date which might affect the liability of the Covenantors under this Deed shall first be sent in draft to the Covenantors and the Purchaser will incorporate any reasonable comments of the Covenantors. 11.10 The Purchasers shall procure that the Covenantors and their duly authorised agents are (eon reasonable notice in writing to the Purchasers) afforded such reasonable access to the books, accounts, personnel, correspondence and documentation of the Company and its advisors Subsidiaries and such other reasonable assistance as may be reasonably be required to enable the Covenantors to discharge their obligations under this clause 11. 11.11 Where the Purchaser, the 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 Paying Company is reimbursed within two Business Days after written demand is made therefor to the extent such Group Relief is not available. 11.12 Subject to Clause 11.13, the terms of this Clause 11 shall keep Buyer informed about the status of override and supersede any negotiations previous agreement relating to the Relevant Tax Affairs surrender of Group Relief between 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 Company and the Company Subsidiaries shall not agree or settle any of the Relevant Tax Returns without the prior written consent by Buyer; and (g) Buyer shall on behalf of the Company and the Company Subsidiaries agree all Relevant Tax Returns with the relevant Tax Authority as quickly as reasonably possible. 3.3 Buyer shall after Completion prepare, negotiate and agree all Tax Returns of the Company Subsidiaries and the Company Covenantors and its advisors will give Buyer all reasonable coany associated company of the Covenantors. 11.13 For avoidance of doubt, the Purchaser shall not be required to make payment for Group Relief under this Clause 11 in respect of the Group Relief surrender referred to in clause 5.4 of the Agreement and sub-operation, access and assistance in relation theretoclause 11.12 shall not apply to that surrender.

CONDUCT OF TAX AFFAIRS. 3.1 Buyer 2.1 The Purchaser shall after Completion have conduct of the Relevant Tax Affairs in the manner as set forth in this Schedule 25. 3.2 2.2 With respect to the Pre-Completion Relevant Tax Affairs and the Seller’s Post-Completion Tax Affairs the following applies after Completionapplies: (a) subject to the following provisions of this subparagraph 3.2, Buyer The Seller and its advisors shall prepare, submit, negotiate, and agree on behalf of the Company the Relevant Tax Returns; (b) the Company The Purchaser and its advisors advisers shall provide Buyer and its advisors 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 relevant Tax Authority in relation to Relevant Tax Returns (together with such other information as may be necessary to enable Buyer the Purchaser to consider the correspondence and other documents in light of all material facts) within sufficient time before any submission by Buyer to the relevant Tax AuthorityAuthority to enable the Purchaser and its advisors to comment on such returns and correspondence or documents; (c) All comments of the Purchaser or its advisers received by the Seller are incorporated in the documents to be submitted to the relevant Tax Authority and all Relevant Tax Returns will be completed and submitted as Buyer the Purchaser (or its advisors) in its sole discretion will determine; (d) the Company The Seller and the Company Subsidiaries shall make such claims and elections and give such consents (including such provisional or final claims) as Buyer the Purchaser (or its 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 Company or any Company Subsidiary; (e) the Company and its advisors shall keep Buyer The Purchaser is kept fully informed about the status of any negotiations with any Tax Authority relating to the Pre-Completion Relevant Tax Affairs of and the Company Seller’s Post Completion Relevant Tax Affairs and each Company Subsidiary and consult with Buyer is consulted on any matters relating to Pre-Completion Tax Affairs and the Seller’s Post Completion Relevant Tax Affairs which Buyer the Purchaser 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)Seller; (f) the Company and the Company Subsidiaries The Seller shall not agree or settle any of the Relevant Tax Returns without the prior written consent by Buyer; andthe Purchaser; (g) Buyer shall on behalf of the Company and the Company Subsidiaries agree all All Relevant Tax Returns are agreed with the relevant Tax Authority as quickly as reasonably possible; and (h) 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. 3.3 Buyer 2.3 The Purchaser shall after Completion prepare, negotiate negotiate, and agree all Tax Returns the tax returns of the Company Subsidiaries Subsidiaries, other than the Relevant Tax Returns, that relate to the Subsidiaries’ Post-Completion Relevant Tax Affairs and the Company Seller and its advisors will give Buyer the Purchaser all reasonable co-operation, access and assistance in relation theretofor purposes of the Subsidiaries’ Post-Completion Relevant Tax Affairs.

CONDUCT OF TAX AFFAIRS. 3.1 Buyer 4.1 It is agreed between the Vendors and the Purchaser that as regards all accounting periods ended on or before the Accounts Date the Vendors shall after Completion have sole conduct of the Relevant Tax Affairs 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 manner as set forth Vendors shall reasonably direct. The Vendors shall consult the Purchaser in this Schedule 2. 3.2 With respect relation to all actions taken by it pursuant to the Relevant Tax Affairs the following applies after Completion: (a) subject to the following provisions of this subparagraph 3.2, Buyer paragraph 4.1 in accordance with the 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 provided with such information and assistance and access to such documents and records of or relating to the Group Companies as they may reasonably require in that connection. 4.3 It is agreed between the Vendors and the 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 (including any additional Taxation) penalties fines interest expenses and damages which may be incurred by the Group Companies as a result of complying with the 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 advisors co-operation generally under this Agreement shall prepare, submit, negotiate, and agree on behalf operate without prejudice to any rights of the Company Purchaser or the Relevant Group Companies under the Tax Returns;Covenant. (b) 4.3.4 The Vendor shall at all times allow the Company 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 Accounts Date and its advisors for this purpose the Purchaser shall provide Buyer and its advisors on a timely basis be provided with all relevant information, including but not limited to copies of all Relevant Tax Returnsreturns, computations and any related documents and correspondence and other documents shall be submitted in draft form to the relevant Tax Authority in relation 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 Relevant Tax Returns (together with have approved such other information as may be necessary to enable Buyer to consider the correspondence and other documents in light draft documents. The Vendors shall take account of all material facts) within sufficient time before any submission by Buyer reasonable written comments or suggestions which the Purchaser or its duly authorised agent may have on the preparation of such computations, returns, documents or correspondence. The Vendors shall keep the Purchaser fully informed of the progress of all such tax affairs and provide copies to the relevant Tax Authority; (c) all Relevant Tax Returns will be completed and submitted as Buyer (or its advisors) in its sole discretion will determine; (d) the Company and the Company Subsidiaries shall make such claims and elections and give such consents (including such provisional or final claims) as Buyer (or its 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 Company or any Company Subsidiary; (e) the Company and its advisors shall keep Buyer informed about the status Purchaser of any negotiations relating to the Relevant 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 Company and the Company Subsidiaries shall not agree or settle any of the Relevant Tax Returns without the prior written consent by Buyer; and (g) Buyer shall on behalf of the Company and the Company Subsidiaries agree all Relevant Tax Returns with the other relevant Tax Authority as quickly as reasonably possibledocuments. 3.3 Buyer shall after Completion prepare, negotiate and agree all Tax Returns of the Company Subsidiaries and the Company and its advisors will give Buyer all reasonable co-operation, access and assistance in relation thereto.

CONDUCT OF TAX AFFAIRS. 3.1 Buyer 4.1 The Purchaser shall after Completion have conduct of procure, and shall cause the Relevant Tax Affairs in the manner as set forth in this Schedule 2. 3.2 With respect Purchaser Group to the Relevant Tax Affairs the following applies after Completionprocure, that: (a) subject to the following provisions of this subparagraph 3.2, Buyer and its advisors Seller (or such professional advisers as the Seller may select) shall prepare, submit, negotiate, and agree on behalf have the sole conduct of the Company the Relevant Tax ReturnsSeller Conduct Matters; (b) the Company Seller (or its advisers) shall be provided as soon as reasonably practicable with any information available or received by the Purchaser or a member of the Purchaser Group, which may reasonably be relevant to the Seller Conduct Matters; (c) a member of the Purchaser Group shall as soon as reasonably practicable authorise, sign and 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 submit to the relevant Tax Authority in relation to Relevant any Tax Returns (together with such other information as may be necessary relating to enable Buyer to consider the correspondence a Relevant Period and other documents in light of all material facts) within sufficient time before any submission by Buyer to the relevant Tax Authority; (c) all Relevant Tax Returns will be completed and submitted as Buyer (or its advisors) in its sole discretion will determine; (d) the Company and the Company Subsidiaries shall make such claims and elections and give such consents (including and comply with all procedural requirements in respect of the making or giving of such provisional Tax Returns or final such claims) , elections or consents as Buyer the Seller (or its advisers) may requestmay, includingin their absolute discretion, without limitation, filing any election requested by Buyer under U.S. Treasury Regulations Section 301.7701-3 with respect to the Company or any Company Subsidiary;direct in writing; and (ed) a member of the Company and its advisors Purchaser Group shall keep Buyer informed about not (unless so directed in writing by the status Seller) amend, disregard, withdraw or disclaim any elections, claims or benefits in respect of any negotiations relating to the Relevant Tax Affairs Period. 4.2 The Seller on behalf 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 Companyshall not, including any requested retroactive election to a time period preceding Completion (to the extent permitted under applicable Law); (f) the Company and the Company Subsidiaries shall not agree or settle any of the Relevant Tax Returns without the prior written consent of the Purchaser: (a) take any action to make any material change in the Company’s method of accounting or audit practices (including in relation to Tax), except as required by Buyera change in applicable laws or the Accounting Policies; or (b) take any position in a Tax Return contrary to the position taken in Tax Returns filed prior to the date of this agreement, unless such deviation or the intention to deviate has been Fairly Disclosed. 4.3 The Purchaser or its duly authorised agent shall prepare the Tax Returns and 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 (gb) Buyer shall on behalf at the expense of the Company and Seller, give the Company Subsidiaries agree Seller all Relevant Tax Returns with the relevant Tax Authority such assistance as quickly as may be reasonably possiblerequired to exercise its right to comment under paragraph 4.3(a). 3.3 Buyer shall after Completion prepare, negotiate and agree all Tax Returns of the Company Subsidiaries and the Company and its advisors will give Buyer all reasonable co-operation, access and assistance in relation thereto.

CONDUCT OF TAX AFFAIRS. 3.1 Buyer shall after Completion have conduct 9.1 The Covenantors or their duly authorised agents shall, in respect of all accounting periods ending on or before Completion, and at the Company’s cost: 9.1.1 prepare the corporation tax returns of the Relevant Tax Affairs in the manner as set forth in this Schedule 2.Company; 3.2 With respect to the Relevant Tax Affairs the following applies after Completion: (a) subject to the following provisions of this subparagraph 3.2, Buyer and its advisors shall prepare, submit, negotiate, and agree 9.1.2 prepare on behalf of the Company all claims, elections, surrenders, disclaimers, notices and consents for the Relevant purposes of corporation tax; and 9.1.3 (subject to clause 3) deal with all matters relating to corporation tax which 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 Returns;Documents, but excluding payment of tax. (b) 9.2 The Covenantors or their duly authorised agents shall deliver all Tax Documents which are required to be signed by or on behalf of the Company to the Purchaser for authorisation, signing and its advisors submission to the relevant Tax Authority. If a time limit applies in relation to any Tax Document, the Vendor shall provide Buyer and its advisors on a timely basis with all relevant information, including but not limited to ensure that the Purchaser receives the Tax Document no later than 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 Relevant written correspondence with any Tax Returns, Authority insofar as it is relevant to The Pre-Completion Tax Affairs; 9.3.2 the Purchaser is afforded the opportunity to comment within a reasonable period of time on any Tax Document or other non-routine correspondence and other documents submitted 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 accurate in relation to Relevant Tax Returns 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 (together with such other information as may be necessary to enable Buyer to consider including the correspondence and other documents in light taking of all material factscopies) within sufficient time before any submission by Buyer to the relevant Tax Authority; (c) all Relevant Tax Returns will be completed books, accounts and submitted as Buyer (or its advisors) in its sole discretion will determine; (d) the Company and the Company Subsidiaries shall make such claims and elections and give such consents (including such provisional or final claims) as Buyer (or its 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 Company or any Company Subsidiary; (e) the Company and its advisors shall keep Buyer informed about the status of any negotiations relating to the Relevant Tax Affairs records of the Company and each Company Subsidiary such other assistance as it or they reasonably require to enable the Covenantors to discharge their obligations under clause 9.1 and consult to enable the Covenantors to comply with Buyer on 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 matters relating to Relevant communication from any Tax Affairs which Buyer may specify in writing Authority insofar as it relates to the CompanyPre-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, including and that such authority is confirmed to any requested retroactive election 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 time period preceding Completion (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 extent permitted under applicable Law);completeness or accuracy thereof and shall be entitled to rely entirely on the Covenantors and their agents. (f) the Company and the Company Subsidiaries 9.7 The Purchaser or its duly authorised agents shall not agree or settle any have sole conduct of the Relevant Tax Returns without the prior written consent by Buyer; and (g) Buyer shall on behalf all tax affairs of the Company which are not Pre-Completion Tax Affairs and shall be entitled to deal with such tax affairs in any way in which it, in its absolute discretion, considers fit provided that the Company Subsidiaries agree Purchaser shall ensure that all Relevant Tax Returns such tax affairs relating to periods prior to Completion are dealt with the relevant Tax Authority as quickly as reasonably possiblein an expeditious manner. 3.3 Buyer shall 9.8 In respect of any accounting period for corporation tax purposes commencing prior to Completion and ending after Completion prepare, negotiate (the Straddle Period) and agree all Tax Returns in respect of any accounting period commencing prior to Completion for the purposes of any other tax the Purchaser shall procure that the tax returns of the Company Subsidiaries and shall be prepared on a basis which is consistent with the manner in which the tax returns of the Company and its advisors will give Buyer were prepared for all accounting periods ending prior to Completion. 9.9 The Purchaser shall procure that the Company provide to the Covenantors all tax returns relating to the Straddle Period no later than 20 Business Days before the date on which such tax returns are required to 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 co-operation, access and 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 relation theretopreparing all tax returns relating to the Straddle Period.

CONDUCT OF TAX AFFAIRS. 3.1 Buyer 6.1 The Purchaser shall after Completion have conduct of cause the Relevant Tax Affairs in the manner as set forth in this Schedule 2. 3.2 With respect Group Companies to the Relevant Tax Affairs the following applies after Completionprocure that: (a) subject to the following provisions of this subparagraph 3.2, Buyer and its advisors Seller (or such professional advisers as the Seller may select) shall prepare, submit, negotiate, and agree on behalf have the sole conduct of the Company the Relevant Tax ReturnsSeller’s Conduct Matter; (b) the 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 and its advisors shall provide Buyer and its advisors on a timely basis with all otherwise becomes aware, which may be relevant information, including but not limited to copies of all Relevant Tax Returns, correspondence and other documents submitted to the relevant Tax Authority in relation to Relevant Tax Returns (together Seller’s Conduct Matter, and with such other information 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 (or its advisers) may be necessary to enable Buyer to consider reasonably require in connection with the correspondence and other documents in light of all material facts) within sufficient time before any submission by Buyer to the relevant Tax AuthoritySeller’s Conduct Matter; (c) the Group Companies retain for a period of seven years from Completion, or such longer period as is required by applicable law, all Relevant Tax Returns will be completed books, records and submitted as Buyer other information (whether stored electronically or its advisorsotherwise) in its sole discretion will determinerelating to the Seller’s Conduct Matter; (d) a Group Company shall within a reasonable time authorise, sign and submit to the Company relevant Taxation Authority such returns and the Company Subsidiaries shall other ancillary information, accounts, statements and reports relating to a Relevant Period and make such claims and elections and give such consents (including and comply with all procedural requirements in respect of the making or giving of such provisional returns, ancillary information, accounts, statements and reports or final such claims) , elections or consents as Buyer the Seller (or its advisers) may requestmay, includingin its/their absolute discretion, without limitation, filing any election requested by Buyer under U.S. Treasury Regulations Section 301.7701-3 with respect to the Company or any Company Subsidiarydirect in writing; (e) a Group Company shall appoint such person or persons as the Seller shall 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 its advisors shall keep Buyer informed about notify the status relevant Taxation Authority of any negotiations relating to the Relevant 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)such appointment; (f) the a Group Company and the Company Subsidiaries shall not agree do any act or settle thing (including, in particular, the carry-back of losses from accounting periods ending after Completion) after Completion which: (i) might affect a Group Company's ability to make claims for allowances or reliefs in respect of any of the Relevant Tax Returns without the prior written consent by BuyerPeriod; or (ii) would reduce or extinguish any relief or allowance relating to any Relevant Period; and (g) Buyer 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 behalf 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 Company 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 Subsidiaries agree 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 Relevant Tax Returns information necessary to determine its accuracy. In addition, the Seller shall 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 those representations shall, to the extent that they are reasonable, be reflected in the computations, returns, ancillary information, statements, reports, accounts, negotiations or agreement with the relevant Tax Authority as quickly as reasonably possibleTaxation Authority. 3.3 Buyer 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 are reasonable, either the Seller or 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 after Completion prepare, negotiate and be appointed either by agreement between the parties or (if they do not agree all Tax Returns within five Business Days of the Company Subsidiaries party wishing to make the reference notifying the other of the proposed reference) on the application of either the Seller or the Purchaser to the Chair of the Resolution Institute (Australia). The Expert shall decide the matter in question as an expert (and not as an arbitrator) and his decision shall be final, except in the Company case of manifest error. Both parties shall make all relevant information available to the Expert. The costs of the Expert shall be borne by the parties in such proportions as the Expert considers to be fair and its advisors will give Buyer reasonable in all reasonable co-operation, access and assistance in relation theretothe circumstances.

CONDUCT OF TAX AFFAIRS. 3.1 Buyer 7.1 The Purchaser shall after Completion have conduct of procure, and shall cause the Relevant Tax Affairs in the manner as set forth in this Schedule 2. 3.2 With respect Wholly Owned Group Companies to the Relevant Tax Affairs the following applies after Completionprocure, that: (a) subject to the following provisions of this subparagraph 3.2, Buyer and its advisors Sellers (or such professional advisers as the Sellers may select) shall prepare, submit, negotiate, and agree on behalf have the sole conduct of the Company the Relevant Tax ReturnsSellers' Conduct Matters; (b) the Sellers (or their advisers) shall be provided promptly with any information received by the Purchaser or a member of the Purchaser's Group, or of which any of them otherwise becomes aware, which may be relevant to the Sellers' 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 advisers) may reasonably require in connection with the Sellers' Conduct Matters; (c) a Wholly Owned Group Company shall immediately authorise, sign and 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 submit to the relevant Tax Authority in relation to Relevant any Tax Returns (together with such other information as may be necessary relating to enable Buyer to consider the correspondence a Relevant Period and other documents in light of all material facts) within sufficient time before any submission by Buyer to the relevant Tax Authority; (c) all Relevant Tax Returns will be completed and submitted as Buyer (or its advisors) in its sole discretion will determine; (d) the Company and the Company Subsidiaries shall make such claims and elections and give such consents (including and comply with all procedural requirements in respect of the making or giving of such provisional Tax Returns or final such claims) , elections or consents as Buyer the Sellers (or its their advisers) may requestmay, includingin its absolute discretion, without limitation, filing any election requested by Buyer under U.S. Treasury Regulations Section 301.7701-3 with respect to the Company or any Company Subsidiary; (e) the Company and its advisors shall keep Buyer informed about the status of any negotiations relating to the Relevant 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 direct 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 Company and the Company Subsidiaries shall not agree or settle any of the Relevant Tax Returns without the prior written consent by Buyerwriting; and (gd) Buyer a Wholly Owned Group Company shall on behalf 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 Authority 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 Sellers shall be kept informed by the Purchaser of any negotiations regarding the Tax 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 Company and proposed agreement shall be given by the Company Subsidiaries agree all Relevant Purchaser to the Sellers at least fifteen (15) Business Days before the proposed conclusion of such agreement. 7.4 If, within fifteen (15) Business Days of receiving any draft Tax Returns Return or details of negotiations or proposed agreements referred to in subparagraph 7.2 or 7.3, the Sellers make any representations to the Purchaser those representations shall, to the extent that they are reasonable, be reflected in the Tax Returns, negotiations or agreement with the relevant Tax Authority as quickly as reasonably possibleAuthority. 3.3 Buyer shall after Completion prepare, negotiate and agree all Tax Returns of the Company Subsidiaries and the Company and its advisors will give Buyer all reasonable co-operation, access and assistance in relation thereto.

CONDUCT OF TAX AFFAIRS. 3.1 Buyer 7.1 The Purchaser shall after Completion have conduct of cause the Relevant Tax Affairs in the manner as set forth in this Schedule 2. 3.2 With respect Group Companies to the Relevant Tax Affairs the following applies after Completionprocure that: (a) subject to the following provisions of this subparagraph 3.2, Buyer and its advisors Seller (or such professional advisers as the Seller may select) shall prepare, submit, negotiate, and agree on behalf have the sole conduct of the Seller’s Conduct Matter (which, for the avoidance of doubt, shall include such matters in respect of any period for which the Company the Relevant Tax Returnswas a member of a fiscal unity for corporate income tax purposes); (b) the 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 and its advisors shall provide Buyer and its advisors on a timely basis with all otherwise becomes aware, which may be relevant information, including but not limited to copies of all Relevant Tax Returns, correspondence and other documents submitted to the relevant Tax Authority in relation to Relevant Tax Returns (together Seller’s Conduct Matter, and with such other information 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 (or its advisers) may be necessary to enable Buyer to consider reasonably require in connection with the correspondence and other documents in light of all material facts) within sufficient time before any submission by Buyer to the relevant Tax AuthoritySeller’s Conduct Matter; (c) the Group Companies retain for a period of ten years from Completion, or such longer period as is required by applicable law, all Relevant Tax Returns will be completed books, records and submitted as Buyer other information (whether stored electronically or its advisorsotherwise) in its sole discretion will determinerelating to the Seller’s Conduct Matter; (d) a Group Company shall immediately authorise, sign and submit to the Company relevant Taxation Authority such returns and the Company Subsidiaries shall other ancillary information, accounts, statements and reports relating to a Relevant Period and make such claims and elections and give such consents (including and comply with all procedural requirements in respect of the making or giving of such provisional returns, ancillary information, accounts, statements and reports or final such claims) , elections or consents as Buyer the Seller (or its advisers) may requestmay, includingin its absolute discretion, without limitation, filing any election requested by Buyer under U.S. Treasury Regulations Section 301.7701-3 with respect to the Company or any Company Subsidiarydirect in writing; (e) a Group Company shall appoint such person or persons as the Seller shall 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 its advisors shall keep Buyer informed about notify the status relevant Taxation Authority of any negotiations relating to the Relevant 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)such appointment; (f) the a Group Company and the Company Subsidiaries shall not agree do any act or settle thing (including, in particular, the carry-back of losses from accounting periods ending after Completion) after Completion which: (i) might affect a Group Company’s ability to make claims for allowances or reliefs in respect of any of the Relevant Tax Returns without the prior written consent by BuyerPeriod; or (ii) would reduce or extinguish any relief or allowance relating to any Relevant Period; and (g) Buyer 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 behalf 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 Company 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 Subsidiaries agree 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 Relevant Tax Returns information necessary to determine its accuracy. In addition, the Seller shall 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 those representations shall, to the extent that they are reasonable, be reflected in the computations, returns, ancillary information, statements, reports, accounts, negotiations or agreement with the relevant Tax Authority as quickly as reasonably possibleTaxation Authority. 3.3 Buyer shall after Completion prepare7.6 If the parties, negotiate and agree all Tax Returns 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 are reasonable, either the Seller or the Purchaser may refer the matter for determination by a member of a firm of chartered accountants who is also a member of the Company Subsidiaries 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 or the Purchaser to the President for the time being of the 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 final, except in the Company case of manifest error. Both parties shall make all relevant information available to the Expert. The costs of the Expert shall be borne by the parties in such proportions as the Expert considers to be fair and its advisors will give Buyer reasonable in all reasonable co-operation, access and assistance in relation theretothe circumstances.

CONDUCT OF TAX AFFAIRS. 3.1 Buyer 10.1 The Company and/or the Purchaser shall after Completion have conduct at their own cost prepare the corporation tax returns for the Group Companies in respect of the Relevant Tax Affairs in the manner as set forth in this Schedule 2. 3.2 With respect to the Relevant Tax Affairs the following applies after Completion: (a) subject to the following provisions of this subparagraph 3.2, Buyer and its advisors shall prepare, submit, negotiate, and agree on behalf all accounting periods of the Company commencing prior to Completion (the "Relevant Tax Returns; (bPeriods") 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 its advisors shall provide Buyer and its advisors submit the said returns to the Vendors' Representative no less than 30 days before the date on a timely basis with all relevant information, including but not limited which they are required to copies of all Relevant Tax Returns, correspondence and other documents 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 Tax Authority in relation returns) before submitting such returns to Relevant Tax Returns (together with the relevant authorities. The Vendors shall use their reasonable endeavours to provide such other information as the Company and/or the Purchaser may reasonably request as may be necessary required to enable Buyer to consider the correspondence and other documents in light of all material facts) within sufficient time before any submission by Buyer to the relevant Tax Authority; (c) all Relevant Tax Returns will be completed and submitted as Buyer (or its advisors) in its sole discretion will determine; (d) 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 Company Subsidiaries shall 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 such claims and elections and give such consents (including such provisional or final claims) as Buyer (or its advisers) may request, includinga payment under this schedule, without limitation, filing 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 election requested by Buyer under U.S. Treasury Regulations Section 301.7701-3 with corporation tax return or computation in respect to the Company or any Company Subsidiary; (e) the Company and its advisors shall keep Buyer informed about the status of any negotiations accounting period ending on or before Completion or withdraws or amends any claim, election, surrender or consent relating to corporation tax made by it in respect of any accounting period ending on or before Completion without giving the Relevant Tax Affairs Vendors' Representative a reasonable opportunity to comment and taking account 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 Company and the Company Subsidiaries shall not agree or settle any of the Relevant Tax Returns without the prior written consent by Buyer; and (g) Buyer shall on behalf of the Company and the Company Subsidiaries agree all Relevant Tax Returns with the relevant Tax Authority as quickly as reasonably possibleVendors' Representative's reasonable comments. 3.3 Buyer shall after Completion prepare, negotiate and agree all Tax Returns of the Company Subsidiaries and the Company and its advisors will give Buyer all reasonable co-operation, access and assistance in relation thereto.