Common use of Covenants Regarding Tax Matters Clause in Contracts

Covenants Regarding Tax Matters. (a) Taxes attributable to the taxable period of the Corporation beginning before and ending after the Closing Date shall be allocated (i) to the Sellers for the period up to and including the Closing Date to the extent such Taxes exceed the reserve therefor on the Closing Balance Sheet and (ii) to Purchaser for the period up to and including the Closing Date to the extent such Taxes do not exceed the reserve therefor on the Closing Date Balance Sheet and for the period subsequent to the Closing Date. For purposes of this Section 10.03(a), Taxes for the period up to and including the Closing Date and for the period subsequent to the Closing Date shall be determined on the basis of an interim closing of the books as of the Closing Date. (b) The Sellers may not file any amended returns or refund claims in respect of any taxable period of the Corporation ending on or prior to the Closing Date. (c) The Sellers shall cooperate fully with Purchaser and make available to Purchaser in a timely fashion such Tax data and other information as may be reasonably required for the preparation by Purchaser of any returns of the Corporation required to be prepared and filed by Purchaser hereunder. The Sellers and Purchaser shall make available to the other, as reasonably requested, all information, records or documents in their possession relating to Tax liabilities of the Corporation for all taxable periods of the Corporation ending on, prior to or including the Closing Date and shall preserve all such information, records and documents until the expiration of any applicable Tax statute of limitations or extensions thereof or, if a proceeding has been instituted for which the information, records or documents is required, until there is a final determination with respect to such proceeding. (i) Purchaser shall promptly notify the Sellers' Representatives upon receipt by Purchaser or the Corporation of written notice of any Tax audits or of proposed assessments against the Corporation for taxable periods of the Corporation ending on or prior to the Closing Date; provided, however, that the failure of Purchaser to give Sellers' Representatives prompt notice as required herein shall not relieve the Sellers of any of their obligations hereunder, except to the extent that the Sellers are actually and materially prejudiced thereby. Purchaser shall have the right to represent the interests of the Corporation in any such Tax audit or administrative or court proceeding and to employ counsel of its choice; provided, however, that Purchaser may not agree to a settlement or compromise thereof without the prior written consent of Sellers' Representatives, which consent may be withheld solely in the event that Sellers' Representatives have been advised in writing by counsel reasonably acceptable to Purchaser that it is more likely than not that the issue under audit (or the proposed assessment) would be decided favorably to the Corporation and that written advice has been furnished to Purchaser. The Sellers agree that they will cooperate fully with Purchaser and its counsel in the defense against or compromise of any claim in any said audit or proceeding. (ii) The Sellers shall promptly notify Purchaser upon receipt by the Sellers of written notice of any Tax audit or proposed assessment or other proposed change or adjustment which may affect the Corporation or its Tax attributes. The Sellers shall keep Purchaser duly informed of the progress thereof and, if the results of such Tax audit or proceeding may have an adverse effect on the Corporation, Purchaser or its affiliates for any taxable period including or ending after the Closing Date, then the Sellers may not agree to a settlement or compromise thereof without Purchaser's consent. (e) Within ten (10) days after notice by Purchaser to Sellers' Representatives of the total amount of additional taxes, penalties and interest owed by the Corporation for periods prior to the Closing, Sellers shall remit to Purchaser the entire amount thereof less the future tax benefit attributable to the increase in future depreciation deductions as a result of the adjustment which caused those additional taxes. The future tax benefit shall be deemed equal to forty (40%) percent of the total additional depreciation which the Corporation would thereby be able to deduct in future years provided the amount of this reduction shall not exceed the amount of additional taxes (apart from penalties and interest) then owed by the Corporation. If any Seller fails to remit his entire proportionate share of the amount due, Purchaser may withdraw said amount from the Escrow Account, to the extent thereof, and if the Escrow Account is insufficient, any one or more of the other Sellers shall pay Purchaser the shortfall upon ten (10) days written notice. (f) The Sellers and Purchaser agree to treat any indemnity payment made pursuant to this Agreement as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes. If, notwithstanding such treatment by the parties, any indemnity payment is determined to be taxable to Purchaser or the Corporation by any taxing authority, the Sellers shall indemnify Purchaser and its Affiliates for any Taxes payable by reason of the receipt of such indemnity payment (including any payments under this Section 10.03(f)).

Covenants Regarding Tax Matters. (a) Taxes attributable The Purchaser agrees that it will not, and will not cause or permit the Bank or the Bank’s Subsidiaries to the taxable period of the Corporation beginning before and ending after the Closing Date shall be allocated (i) to the Sellers for the period up to and including the Closing Date to the extent such Taxes exceed the reserve therefor on the Closing Balance Sheet and (ii) to Purchaser for the period up to and including the Closing Date to the extent such Taxes do not exceed the reserve therefor take any action on the Closing Date Balance Sheet and for the period subsequent to after the Closing Date. For purposes that would reasonably be expected to give rise to any Tax liability of this Section 10.03(a), Taxes for the Sellers in respect of any Tax period up to and including (or portion thereof) ending on or before the close of business on the Closing Date and (the “Pre- Closing Tax Periods”). The Purchaser agrees that the Sellers are to have no liability for any Tax resulting from any action referred to in the period subsequent to preceding sentence by the Closing Date shall be determined on the basis of an interim closing Purchaser or any Affiliate of the books as of Purchaser, and agrees to indemnify and hold harmless the Closing DateSellers and their Affiliates against any such Tax. (b) The Sellers may not shall prepare or cause to be prepared and file any amended or cause to be filed all Tax returns or refund claims in respect of any taxable period of for the Corporation Bank and the Bank’s Subsidiaries for all periods ending on or prior to the Closing DateDate that are filed after the Closing Date (the “Short Tax Period”). With respect to the Short Tax Period, (i) the Bank and the Bank’s Subsidiaries shall close their books as of the end of the Short Tax Period and compute taxable income or taxable loss for the Short Tax Period on the basis of the permanent books and records (including work papers) of the Bank and the Bank’s Subsidiaries for such periods, (ii) the Sellers shall prepare the necessary Tax Returns, in accordance with the requirements of the Code and in a manner consistent with the Tax Returns previously filed by the Bank and the Bank’s Subsidiaries, and provide such information to the Purchaser for review and approval, (iii) such Tax Returns shall be filed by the Sellers by the due date of such returns (taking into account any extensions), but only after review and approval by Purchaser (not to be unreasonably withheld or delayed) and (iv) the Sellers shall pay the federal and any applicable state income tax attributable to the Bank’s and the Bank’s Subsidiaries’ taxable income for the Short Tax Period for which such Sellers would be liable, and shall also pay any entity-level Tax liability of the Bank and the Bank’s Subsidiaries for such Short Tax Period. To the extent permitted by applicable Law, the Sellers shall include any income, gain, loss, deduction or other tax items for such periods on their Tax returns in a manner consistent with the Code; provided, however that the Purchaser agrees that it will not refuse to approve, or otherwise object to, Seller’s xxxx-to-market adjustment on the $1.2 billion portion of the option ARM mortgage portfolio (identified as the option ARMs included in Schedule 4.9(m) of the Bank Disclosure Schedule) (the “MTM Option ARMs”) for the Pre-Closing Tax Periods. (c) The If the consolidated group of which the Bank is a member for any Pre- Closing Tax Period recognizes a loss in excess of $120 million as a result of a xxxx-to-market adjustment to the MTM Option ARMs and such loss results in a refund or credit to, or a reduction in Taxes otherwise payable by, such consolidated group or such loss otherwise used to offset U.S. federal taxable income of such group (including in connection with a subsequent audit) (a “Utilized Xxxx-to-Market Loss”), then the Sellers shall cooperate fully with Purchaser and make available to Purchaser a payment in a timely fashion such Tax data and other information as may be reasonably required for the preparation by Purchaser of any returns amount of the Corporation required Tax benefit attributable to be prepared such Utilized Xxxx-to-Market Loss to the Purchaser within 30 days of the date upon which the Utilized Market-Market Loss is otherwise definitely established and filed accepted by Purchaser hereunderthe relevant Tax Authority. The It is understood that the Sellers and Purchaser shall make available the Bank may elect for any Pre-Closing Period to the otherwaive any carryback and only carryforward such losses. In addition, as reasonably requested, all information, records or documents in their possession relating to Tax liabilities of the Corporation for all taxable periods of the Corporation ending on, prior to or including the Closing Date and shall preserve all such information, records and documents until the expiration of any applicable Tax statute of limitations or extensions thereof or, if a proceeding has been instituted for which the information, records or documents is required, until there is a final determination with respect to such proceeding. (i) Purchaser shall promptly notify the Sellers' Representatives upon receipt by Purchaser or the Corporation of written notice of any Tax audits or of proposed assessments against the Corporation for taxable periods of the Corporation ending on or prior to the Closing Date; provided, however, that the failure of Purchaser to give Sellers' Representatives prompt notice as required herein shall not relieve the Sellers of any of their obligations hereunder, except to the extent that such losses are available to the Sellers are actually and materially prejudiced thereby. Purchaser shall have the right to represent the interests of the Corporation in any such Tax audit or administrative or court proceeding and to employ counsel of its choice; provided, however, that Purchaser may not agree to a settlement or compromise thereof without the prior written consent of Sellers' Representatives, which consent may be withheld solely in the event that Sellers' Representatives have been advised in writing by counsel reasonably acceptable to Purchaser that it is more likely than not that the issue under audit (Bank or the proposed assessment) would Purchaser for post-Closing years (without regard to any limitation on the use of such losses by the Bank or the Purchaser), such losses will not be decided favorably to the Corporation considered Utilized Xxxx-to-Market Losses and that written advice has been furnished to Purchaser. The Sellers agree that they no payment will cooperate fully with Purchaser and its counsel in the defense against be required under this or compromise of any claim in any said audit or proceedingother section. (iid) The Purchaser and the Sellers shall furnish or cause to be furnished to each other, upon request, as promptly notify Purchaser upon receipt by as practicable, such information (including access to books and records) and assistance relating to the Sellers of written notice Bank and the Bank’s Subsidiaries as is reasonably necessary for the preparation and filing of any Tax return, for determining whether any payment is due to the Purchaser or the Bank pursuant to Section 7.8(c) hereof, for the preparation for any audit and for the prosecution or defense of any claim, suit or proceeding relating to any proposed assessment or other proposed change or adjustment which may affect the Corporation or its Tax attributesadjustment. The Purchaser and the Sellers shall keep agree to retain or cause to be retained all books and records pertinent to the Bank and the Bank’s Subsidiaries until the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any Tax Authority. The Purchaser duly informed of agrees to give or cause its Affiliates to give the progress thereof Sellers reasonable notice prior to transferring, discarding or destroying any such books and records relating to Tax matters and, if the results Sellers so request, the Purchaser shall allow or cause its Affiliates to allow the Sellers, at the Sellers’ cost and expense, to take possession of such books and records. The Purchaser and the Sellers shall cooperate with each other in the conduct of an audit, filing of Tax audit Returns or proceeding may have an adverse effect on other proceedings involving the Corporation, Purchaser Bank or its affiliates any of the Bank’s Subsidiaries for any taxable period including or ending after Tax purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the Closing Date, then the Sellers may not agree to a settlement or compromise thereof without Purchaser's consentintent of this subsection. (e) Within If any Tax Authority notifies the Sellers, the Purchaser, the Bank, or any of the Bank’s Subsidiaries of its intention to conduct an audit of the Bank or any of the Bank’s Subsidiaries with respect to any Tax Return filed by the Bank, any of the Bank’s Subsidiaries, or the Sellers or allegedly required to be filed by the Bank or any of the Bank’s Subsidiaries that relates or could reasonably be expected to relate to obligations of the Bank, any of the Bank’s Subsidiaries or the Sellers to pay Taxes associated with any Tax Period or to prosecute any claim, suit or proceeding relating to any proposed adjustment with respect to the Tax Period which, if successful, might result in an indemnity payment pursuant to Section 11.2(a)(iv), the party hereto first receiving such notice shall notify the Purchaser, the Sellers’ representative, and/or the Bank (as appropriate) in writing of such claim (a “Tax Claim”) within ten (10) days after of receipt of any written notice by Purchaser to Sellers' Representatives of the total amount of additional taxes, penalties and interest owed by the Corporation for periods prior to the Closing, Sellers shall remit to Purchaser the entire amount thereof less the future tax benefit attributable to the increase in future depreciation deductions as a result of the adjustment which caused those additional taxes. The future tax benefit shall be deemed equal to forty (40%) percent of the total additional depreciation which the Corporation would thereby be able to deduct in future years provided the amount of this reduction shall not exceed the amount of additional taxes (apart from penalties and interest) then owed by the Corporation. If any Seller fails to remit his entire proportionate share of the amount due, Purchaser may withdraw said amount from the Escrow Account, to the extent thereofTax Authority, and if shall give the Escrow Account is insufficient, any one or more of the other Sellers shall pay Purchaser the shortfall upon ten (10) days written notice. (f) The Sellers and Purchaser agree to treat any indemnity payment made pursuant to this Agreement as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes. If, notwithstanding such treatment by the parties, any indemnity payment is determined to be taxable to Purchaser or the Corporation by any taxing authorityPurchaser, the Sellers shall indemnify Purchaser and Sellers’ representative, and/or the Bank such other information with respect thereto as may be reasonably requested. With respect to any Pre-Closing Tax Claim, the Purchasers’ representative may, at its Affiliates for own expense, participate in, but not control, the defense of any Taxes payable by reason of the receipt of such indemnity payment claim, suit, action, litigation or proceeding (including any payments under this Section 10.03(fTax audit). The Sellers shall not settle or otherwise compromise any Tax Claim relating to a Pre-Closing Tax Period that affects the Bank, any of the Bank’s Subsidiaries, or the Purchaser without the Purchasers’ representative’s prior written consent which consent shall not be unreasonably withheld. With respect to any Post-Closing Tax Claim, the Sellers’ representative may, at its own expense, participate in, but not control, the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). The Purchaser, Bank or Bank’s Subsidiaries shall not settle or otherwise compromise any Tax Claim relating to a Post-Closing Tax Period that affects the Sellers, Bank, any of the Bank’s Subsidiaries without the Sellers’ representative’s prior written consent which consent shall not be unreasonably withheld.

Covenants Regarding Tax Matters. (a) Taxes attributable 3.5.1 Without the prior written consent of Buyer, Seller shall not, to the taxable period extent it may affect or relate to the Partnership, make or change any Tax election (except for the Section 754 Election, as provided below), adopt or change any method of Tax accounting, file any amended Tax return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a Tax refund, offset or other reduction in Tax Liability, consent to any extension or waiver of the Corporation beginning before and limitations period applicable to any Tax claim or assessment or take or omit to take any other action, if any such action or omission referred to in any clause of this Section 3.5.1 could have the effect of increasing the Tax liability or reducing any Tax Asset (as defined below) of the Partnership or Buyer. 3.5.2 All Tax returns required to be filed by the Partnership on or after the Closing Date in respect of Pre-closing Taxes (other than such Tax returns (each, a "Straddle Period Return") that are in respect of a Tax period ending after the Closing Date shall be allocated and that are not personal property tax returns) (i) to the Sellers for the period up to will be prepared and including the Closing Date to the extent such Taxes exceed the reserve therefor on the Closing Balance Sheet filed by Seller when due in accordance with applicable law and (ii) as of the time of filing, will be true and complete in all material respects. All such Tax returns shall be furnished to Purchaser Buyer at least five days before the due date for filing such Tax returns, and Buyer shall have the period up right to review and including consent to all such Tax returns, which consent shall not be unreasonably withheld or delayed. All Straddle Period Returns will be prepared and filed by Buyer when due in accordance with applicable law. All Straddle Period Returns shall be furnished to Seller at least five days before the Closing Date due date for filing such Tax returns, and Seller shall have the right to review and consent to the extent such Taxes do filing of Straddle Period Returns, which consent shall not exceed the reserve therefor on the Closing Date Balance Sheet and for the period subsequent to the Closing Datebe unreasonably withheld or delayed. For purposes of this Section 10.03(a)Agreement, the term "Pre-closing Taxes" shall mean (i) any Tax that is due on or before the Closing Date, (ii) any Tax which is payable for a Tax period that ends on or before the Closing Date and which is not due until after the Closing Date, and (iii) with respect to a Tax which is payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that is related to the portion of such Tax period ending on and including the Closing Date, which portion of such Tax shall (A) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period up (which period, with respect to personal property, ad valorem and real property Taxes, shall be the calendar year in which the assessment date for such Tax falls) multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and for the period subsequent denominator of which is the number of days in the entire Tax period, and (B) in the case of any Taxes based upon or related to income and any gross receipts, sales or use Taxes, be deemed equal to the Closing Date shall amount which would be determined payable if the relevant Tax period ended on the basis of an interim closing of the books as of and included the Closing Date. (b) The Sellers may not file any amended returns or refund claims in respect of any taxable period of the Corporation ending on or prior to the Closing Date. (c) The Sellers shall cooperate fully with Purchaser and make available to Purchaser in a timely fashion such Tax data and other information as may be reasonably required for the preparation by Purchaser of any returns of the Corporation required to be prepared and filed by Purchaser hereunder. The Sellers and Purchaser shall make available to the other, as reasonably requested, all information, records or documents in their possession relating to Tax liabilities of the Corporation for all taxable periods of the Corporation ending on, prior to or including the Closing Date and shall preserve all such information, records and documents until the expiration of any applicable Tax statute of limitations or extensions thereof or, if a proceeding has been instituted for which the information, records or documents is required, until there is a final determination with respect to such proceeding. (i) Purchaser shall promptly notify the Sellers' Representatives upon receipt by Purchaser or the Corporation of written notice of any Tax audits or of proposed assessments against the Corporation for taxable periods of the Corporation ending on or prior to the Closing Date; provided, however, that the failure of Purchaser to give Sellers' Representatives prompt notice as required herein shall not relieve the Sellers of any of their obligations hereunder, except to the extent that the Sellers are actually and materially prejudiced thereby. Purchaser shall have the right to represent the interests of the Corporation in any such Tax audit or administrative or court proceeding and to employ counsel of its choice; provided, however, that Purchaser may not agree to a settlement or compromise thereof without the prior written consent of Sellers' Representatives, which consent may be withheld solely in the event that Sellers' Representatives have been advised in writing by counsel reasonably acceptable to Purchaser that it is more likely than not that the issue under audit (or the proposed assessment) would be decided favorably to the Corporation and that written advice has been furnished to Purchaser. The Sellers agree that they will cooperate fully with Purchaser and its counsel in the defense against or compromise of any claim in any said audit or proceeding. (ii) The Sellers shall promptly notify Purchaser upon receipt by the Sellers of written notice of any Tax audit or proposed assessment or other proposed change or adjustment which may affect the Corporation or its Tax attributes. The Sellers shall keep Purchaser duly informed of the progress thereof and, if the results of such Tax audit or proceeding may have an adverse effect on the Corporation, Purchaser or its affiliates for any taxable period including or ending after the Closing Date, then the Sellers may not agree to a settlement or compromise thereof without Purchaser's consent. (e) Within ten (10) days after notice by Purchaser to Sellers' Representatives of the total amount of additional taxes, penalties and interest owed by the Corporation for periods prior to the Closing, Sellers shall remit to Purchaser the entire amount thereof less the future tax benefit attributable to the increase in future depreciation deductions as a result of the adjustment which caused those additional taxes. The future tax benefit shall be deemed equal to forty (40%) percent of the total additional depreciation which the Corporation would thereby be able to deduct in future years provided the amount of this reduction shall not exceed the amount of additional taxes (apart from penalties and interest) then owed by the Corporation. If any Seller fails to remit his entire proportionate share of the amount due, Purchaser may withdraw said amount from the Escrow Account, to the extent thereof, and if the Escrow Account is insufficient, any one or more of the other Sellers shall pay Purchaser the shortfall upon ten (10) days written notice. (f) The Sellers and Purchaser agree to treat any indemnity payment made pursuant to this Agreement as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes. If, notwithstanding such treatment by the parties, any indemnity payment is determined to be taxable to Purchaser or the Corporation by any taxing authority, the Sellers shall indemnify Purchaser and its Affiliates for any Taxes payable by reason of the receipt of such indemnity payment (including any payments under this Section 10.03(f)).

Covenants Regarding Tax Matters. (a) Taxes attributable to the taxable period of the Corporation beginning before and ending after the Closing Date shall be allocated (i) to the Sellers for the period up to and including the Closing Date to the extent such Taxes exceed the reserve therefor on the Closing Balance Sheet and (ii) to Purchaser for the period up to and including the Closing Date to the extent such Taxes do not exceed the reserve therefor on the Closing Date Balance Sheet and for the period subsequent to After the Closing Date. For purposes of this Section 10.03(a), Taxes Purchaser shall cause the Corporation to duly and timely make, prepare and file all Tax Returns required to be so made, prepared and filed by the Corporation for the period up to and including the any Pre-Closing Date and Tax Period for the period subsequent to the Closing Date shall be determined on the basis of an interim closing of the books which Tax Returns have not been filed as of the Closing Date. (b) The such date. Sellers may not file any amended returns or refund claims in respect of any taxable period of the Corporation ending on or prior to the Closing Date. (c) The Sellers and Purchaser shall cooperate co-operate fully with Purchaser each other and make available to Purchaser each other in a timely fashion such Tax data and other information as may reasonably be reasonably required for the preparation by Purchaser of any returns of the Corporation required to be prepared and filed by Purchaser hereunder. The Sellers and Purchaser shall make available to the other, as reasonably requested, all information, records or documents in their possession relating to such Tax liabilities of the Corporation for all taxable periods of the Corporation ending on, prior to or including the Closing Date Return and shall preserve all such information, records data and documents other information until the expiration of any applicable limitation period under any applicable Tax statute of limitations or extensions thereof or, if a proceeding has been instituted for which the information, records or documents is required, until there is a final determination with respect Laws. Any such income Tax Returns relating to such proceeding. (i) Purchaser shall promptly notify the Sellers' Representatives upon receipt by Purchaser or the Corporation of written notice of any shall be submitted in draft form to Sellers at least fifteen (15) days before the date on which such Tax audits or of proposed assessments against Returns are required by Law to be filed with the Corporation for taxable periods of the Corporation ending on or prior to the Closing Date; providedrelevant Taxation Authority. The Agents shall, howeveracting reasonably, that the failure of Purchaser to give Sellers' Representatives prompt notice as required herein shall not relieve the Sellers of any of their obligations hereunder, except to the extent that the Sellers are actually and materially prejudiced thereby. Purchaser shall have the right to represent the interests of the Corporation in any review such Tax audit or administrative or court proceeding Returns and to employ counsel of its choice; providedmake any comments that it deems appropriate within fifteen (15) days following receipt thereof, however, that which comments Purchaser may not agree to a settlement or compromise thereof without the prior written consent of Sellers' Representativesincorporate at its sole discretion, which consent may be withheld solely in the event that Sellers' Representatives have been advised in writing by counsel reasonably acceptable to Purchaser that it is more likely than not that the issue under audit (or the proposed assessment) would be decided favorably to the Corporation and that written advice has been furnished to Purchaser. The Sellers agree that they will cooperate fully with Purchaser and its counsel in the defense against or compromise of any claim in any said audit or proceedingacting reasonably. (iib) The Sellers shall promptly notify Purchaser upon receipt by shall, at the Sellers request of written notice a Seller receiving Purchaser Shares, make a joint election under subsection 85(1) or subsection 85(2), as applicable, of the Tax Act and the corresponding provisions of any applicable provincial tax statute at the amount elected by such Seller, subject to the limitations set forth in the Tax audit Act and the corresponding provisions of any applicable provincial tax statute. Purchaser shall not be responsible for the proper completion or proposed assessment or other proposed change or adjustment which may affect filing of any election form, and such Seller will be solely responsible for the Corporation or its Tax attributespayment of any late filing penalty. The Sellers shall keep Purchaser duly informed of the progress thereof and, if the results of agrees to execute any properly completed election form and to forward such Tax audit or proceeding may have an adverse effect on the Corporation, Purchaser or its affiliates for any taxable period including or ending after the Closing Date, then the Sellers may not agree to a settlement or compromise thereof without Purchaser's consent. election (e) Within ten within twenty (1020) days after notice by Purchaser the receipt thereof) to Sellers' Representatives such Seller. With the exception of proper completion of Purchaser's section of the total amount election form, execution of additional the election form and forwarding of the election form by Purchaser, within the stipulated time period, compliance with the requirements for a valid election will be the sole responsibility of such Seller. Accordingly, Purchaser shall not be responsible or liable for any taxes, penalties and interest owed by the Corporation for periods prior to the Closing, Sellers shall remit to Purchaser the entire amount thereof less the future tax benefit attributable to the increase in future depreciation deductions as a result of the adjustment which caused those additional taxes. The future tax benefit shall be deemed equal to forty (40%) percent of the total additional depreciation which the Corporation would thereby be able to deduct in future years provided the amount of this reduction shall not exceed the amount of additional taxes (apart from penalties and interest) then owed by the Corporation. If any Seller fails to remit his entire proportionate share of the amount due, Purchaser may withdraw said amount damages or expenses resulting from the Escrow Account, failure by such Seller to properly complete any election form or to properly file such election form within the extent thereof, time prescribed and if in the Escrow Account is insufficient, form prescribed under the Tax Act and the corresponding provisions of any one or more of the other Sellers shall pay Purchaser the shortfall upon ten (10) days written noticeapplicable provincial tax statute. (f) The Sellers and Purchaser agree to treat any indemnity payment made pursuant to this Agreement as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes. If, notwithstanding such treatment by the parties, any indemnity payment is determined to be taxable to Purchaser or the Corporation by any taxing authority, the Sellers shall indemnify Purchaser and its Affiliates for any Taxes payable by reason of the receipt of such indemnity payment (including any payments under this Section 10.03(f)).

Covenants Regarding Tax Matters. (a) Taxes attributable to From and after the taxable period Closing Date, Purchaser shall, at the cost and expense of the Corporation Vendors, cause the Acquired Companies to duly and timely make, prepare and file all Tax Returns required to be so made, prepared and filed by the Acquired Companies (i) for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date, and (ii) for periods beginning before and ending after the Closing Date. (b) Agent and Purchaser shall co-operate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any Tax Return of the Acquired Companies for a period ending on, before or including the Closing Date and shall preserve such data and other information until the expiration of any applicable limitation period under any applicable Tax Laws. (c) Income Tax Returns required to be prepared by the Acquired Companies for periods ending on or before the Closing Date and for periods beginning before and ending after the Closing Date shall be allocated (i) submitted in draft form to Agent at least 30 days before the Sellers date on which such Tax Returns are required by Law to be filed with the relevant Governmental Entity. Agent shall, acting reasonably, have the right to ask Purchaser for the period up reasonable changes to and including the Closing Date be made to the extent any such Taxes exceed the reserve therefor on the Closing Balance Sheet and (ii) Tax Return by communicating such changes in writing to Purchaser at least 15 days before the date on which such Tax Return is required by Law to be filed with the relevant Governmental Entity. Purchaser shall make, or cause to be made, such changes required by Agent for the period up to and including the Closing Date to the extent such Taxes do not exceed the reserve therefor Tax Returns for periods ending on the Closing Date Balance Sheet and for the period subsequent to the Closing Date. For purposes of this Section 10.03(a), Taxes for the period up to and including or before the Closing Date and for the period subsequent to the Closing Date shall be determined on the basis of an interim closing of the books as of the Closing Date. (b) The Sellers may not file any amended returns or refund claims in respect of any taxable period of the Corporation ending only such Tax Returns on or prior to before the Closing Date. (c) The Sellers shall cooperate fully with Purchaser and make available to Purchaser in a timely fashion such Tax data and other information as may be reasonably date on which it is required for the preparation by Purchaser of any returns of the Corporation required Law to be prepared and filed by Purchaser hereunderwith the relevant Governmental Entity. The Sellers and Purchaser shall make available to the other, as reasonably requested, all information, records or documents in their possession relating With respect to Tax liabilities of the Corporation Returns for all taxable periods of the Corporation ending on, prior to or including the Closing Date beginning before and shall preserve all such information, records and documents until the expiration of any applicable Tax statute of limitations or extensions thereof or, if a proceeding has been instituted for which the information, records or documents is required, until there is a final determination with respect to such proceeding. (i) Purchaser shall promptly notify the Sellers' Representatives upon receipt by Purchaser or the Corporation of written notice of any Tax audits or of proposed assessments against the Corporation for taxable periods of the Corporation ending on or prior to the Closing Date; provided, however, that the failure of Purchaser to give Sellers' Representatives prompt notice as required herein shall not relieve the Sellers of any of their obligations hereunder, except to the extent that the Sellers are actually and materially prejudiced thereby. Purchaser shall have the right to represent the interests of the Corporation in any such Tax audit or administrative or court proceeding and to employ counsel of its choice; provided, however, that Purchaser may not agree to a settlement or compromise thereof without the prior written consent of Sellers' Representatives, which consent may be withheld solely in the event that Sellers' Representatives have been advised in writing by counsel reasonably acceptable to Purchaser that it is more likely than not that the issue under audit (or the proposed assessment) would be decided favorably to the Corporation and that written advice has been furnished to Purchaser. The Sellers agree that they will cooperate fully with Purchaser and its counsel in the defense against or compromise of any claim in any said audit or proceeding. (ii) The Sellers shall promptly notify Purchaser upon receipt by the Sellers of written notice of any Tax audit or proposed assessment or other proposed change or adjustment which may affect the Corporation or its Tax attributes. The Sellers shall keep Purchaser duly informed of the progress thereof and, if the results of such Tax audit or proceeding may have an adverse effect on the Corporation, Purchaser or its affiliates for any taxable period including or ending after the Closing Date, then Purchaser and Agent shall use commercially reasonable efforts to resolve any objection by Purchaser to Agent's changes. If such objections are not resolved, Purchaser shall cause the Sellers Acquired Companies to file such Tax Returns in dispute in the form and content determined by Purchaser. (d) None of Purchaser or any Acquired Company shall file any amended Tax Return relating to an Acquired Company (or otherwise change such Tax Returns) or make an election with respect to taxable periods or portions thereof ending on or before the Closing Date without the prior consent of Agent, unless required to do so by Law. If any Acquired Company is required by Law to file an amended Tax Return with respect to taxable periods or portions thereof ending on or before the Closing Date, Agent will have control over the filing of such amended return. Notwithstanding the foregoing, the Parties agree that Purchaser, in its sole discretion, may not agree cause the Acquired Companies to a settlement or compromise thereof without make an election pursuant to subsection 256(9) of the Tax Act in respect of their taxation years ending on their acquisition of control by Purchaser's consent. (e) Within ten If a refund of Taxes (10to the extent not otherwise included as an asset or as a reduction of a liability in the Closing Date Statement) days after notice (the "Refund") is received by or credited to the account of any Subsidiary in respect of any period ending on or before the Closing Date, Purchaser shall cause such recipient to Sellers' Representatives pay the amount of the total Refund to Agent, after deduction of an amount equal to the amount of additional taxesTaxes, penalties and interest owed by if any, to which the Corporation for periods prior to recipient, or any of Purchaser or the ClosingAcquired Companies, Sellers shall remit to Purchaser the entire amount thereof less the future tax benefit attributable to the increase in future depreciation deductions would be subject as a result of the adjustment which caused those additional taxes. The future tax benefit receipt or crediting of such Refund and such payment shall be deemed equal to forty (40%) percent of the total additional depreciation which the Corporation would thereby be able to deduct in future years provided the amount of this reduction shall not exceed the amount of additional taxes (apart from penalties and interest) then owed by the Corporation. If any Seller fails to remit his entire proportionate share of the amount due, Purchaser may withdraw said amount from the Escrow Account, constitute an increase to the extent thereof, and if the Escrow Account is insufficient, any one or more of the other Sellers shall pay Purchaser the shortfall upon ten (10) days written noticePurchase Price. (f) The Sellers ADS will comply and Purchaser agree to treat any indemnity payment made pursuant to this Agreement as an adjustment to the Purchase Price for federalfulfill, statein all respects, local its obligations described in Sections 3.2 and foreign income tax purposes. If, notwithstanding such treatment by the parties, any indemnity payment is determined to be taxable to Purchaser or the Corporation by any taxing authority, the Sellers shall indemnify Purchaser and its Affiliates for any Taxes payable by reason 6.8 of the receipt of such indemnity payment (including any payments under this Section 10.03(f))Drop-Down Agreement.