Common use of Filing of Tax Returns; Payment of Taxes Clause in Contracts

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all taxable years and periods ending on or before the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s review; provided, however, the Member Representative’s approval shall not be required with respect to any such Tax Returns.

Filing of Tax Returns; Payment of Taxes. (ia) Following From and after the ClosingClosing Date, the Member Representative Surviving Corporation shall cause to be timely prepared and duly filed with the appropriate Governmental Authority all Tax Returns of the Company and the Company Subsidiaries for all Pre-Closing Tax Periods that are required to be filed by or with respect to the Company for all taxable years and periods ending on or before the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before after the Closing Date, including for those jurisdictions and Governmental Authorities that permit or require a short period Tax Return for the portion of a Straddle Period that is deemed to end period ending on the Closing Date pursuant to Section 6.9(b)Date. The Selling Members shall not Except as otherwise may be responsible for Taxes occurring after approved by the Closing Date. (ii) Following the ClosingSecurityholder Representative in its sole discretion, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a any Pre-Closing Tax Period or Straddle Period shall must be prepared (i) in a manner accordance with applicable Law and (ii) consistent with prior practice the past practices of the CompanyCompany or the applicable Company Subsidiary except as otherwise required by applicable Law. Purchaser The Securityholder Representative shall provide cooperate fully and promptly in connection with the Member Representative with copies preparation and filing of such completed Tax Returns, subject to the provisions of Section 12.01(b). (b) The Securityholder Representative will be given a reasonable opportunity, and in no event less than fifteen (15) Business Days, to review, comment upon, and approve any Tax Returns which relate to a Pre-Closing Tax Period or the Straddle Period or which could reasonably be expected to affect the Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s review; provided, however, the Member Representative’s approval shall not be required liability of a Company Shareholder (including any indemnification obligation with respect to Taxes pursuant this Agreement), such approval not to be unreasonably withheld, conditioned or delayed. (c) None of Parent or any such of its Affiliates may (or after the Closing, may cause or permit the Company or the Company Subsidiaries to) amend, refile or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax ReturnsReturn relating in whole or in part to the Company or the Company Subsidiaries that relates to any Pre-Closing Tax Period except as otherwise required by applicable Law.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative shall cause to be prepared and duly filed all Tax Returns required to be filed by or with With respect to each Tax Return (other than the Company for all taxable years and periods ending Final Federal Income Tax Returns) covering a Taxable period beginning on or before the Closing DateDate that is required to be filed after the Closing Date by or for an Acquired Entity (collectively, and the “Acquirer Prepared Tax Returns”), Acquirer shall pay or (A) cause such Tax Return to be prepared, (B) cause to be paid all Taxes shown due thereon. All included in such Tax Returns shall Return all Tax Items required to be prepared in included therein, (C) provide Contributors with a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser with copies copy of such completed Tax Returns at least twenty Return no later than thirty (30) calendar days prior to the due date thereof for filing thereof, or such lesser period as may be necessary to allow the Company to timely file their review and comment and (D) cause such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required Return to be filed by or timely with respect to the Company for all Taxable years and periods ending after the Closing Dateappropriate Taxing Authority. Contributors shall (1) prepare, and shall pay or cause to be paid all Taxes shown due thereon. All prepared, the Final Federal Income Tax Returns, (2) cause to be included in such Tax Returns for all Tax Items required to be included therein, (3) provide Acquirer with a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies copy of such completed Straddle Period Tax Returns at least twenty no later than thirty (30) calendar days prior to the due date for filing thereofthereof and (4) cause such Tax Returns to be filed timely with the appropriate Taxing Authority. Not later than five (5) calendar days prior to the due date of each Acquirer Prepared Tax Return, along with supporting workpapers, for Contributors shall pay to Acquirer the Member Representativeamount of such Contributor’s review; provided, however, the Member Representative’s approval shall not be required Taxes with respect to any such Tax ReturnsReturn. Acquirer shall cause each such Acquired Entity to file each such Tax Return and timely pay the Taxes shown due on such Tax Return.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member The Sellers’ Representative shall file or cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to of the Company and the Subsidiaries for all taxable years and periods ending on or before the Closing Date, and shall timely pay any and all Taxes due with respect to such returns. All Tax Returns described in this Section 8.7(a)(i) shall be prepared in a manner consistent with prior practice. The Sellers’ Representative shall provide Buyer with copies of such completed Tax Returns at least twenty (20) days prior to the due date for filing thereof (as such due date has been extended, if applicable, by the applicable Taxing Authority), along with supporting work papers, for Buyer’s review and approval. The Sellers’ Representative and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Sellers’ Representative and Buyer are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.7(e), which resolution shall be binding on the parties. (ii) Following the Closing, Buyer shall cause to be timely filed all Tax Returns (other than those Tax Returns described in Section 8.7(a)(i)) required to be filed by the Sellers’ Representative after the Closing Date and, subject to the right to payment from the Sellers under Section 8.7(a)(iii), pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser with copies of such completed Tax Returns at least twenty . (iii) Not later than ten (10) days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to payment of Taxes on any Tax refunds related Returns which Buyer has the responsibility to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed cause to end on the Closing Date be filed pursuant to Section 6.9(b8.7(a)(ii), the Sellers shall pay to Buyer the amount of Taxes, as reasonably determined by Buyer, owed by the Sellers pursuant to the provisions of this Section 8.7(a). The Selling Members No payment pursuant to this Section 8.7(a)(iii) shall not be responsible excuse the Sellers from their indemnification obligations pursuant to Section 8.2 if the amount of Taxes as ultimately determined (on audit or otherwise) for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed periods covered by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice exceeds the amount of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s review; provided, however, the Member Representative’s approval shall not be required with respect to any such Tax ReturnsSellers’ payment under this Section 8.7(a)(iii).

Filing of Tax Returns; Payment of Taxes. (ia) Following From and after the ClosingClosing Date, the Member Shareholder Representative shall will prepare, or cause to be prepared and duly filed all prepared, any required income Tax Returns of the Company and its Subsidiaries for each Pre-Closing Tax Period that have not been filed as of the Closing Date and are required to be filed by or with respect to the Company for all taxable years and periods ending on or before the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before after the Closing Date, including for those jurisdictions and Governmental Authorities that permit or require a short-period Tax Return for the portion of a Straddle Period that is deemed to end period ending on the Closing Date pursuant to Section 6.9(b)Date. The Selling Members shall not Except as otherwise may be responsible approved by the Buyer, all such Tax Returns for Taxes occurring after the any Pre-Closing Date. Tax Period must be prepared (i) in accordance with applicable Law, (ii) Following consistent with the Closingpast practices of the Company or applicable Subsidiary except as otherwise required by applicable Law and (iii) without there being any elections under Sections 336(e) or 338 of the Code, Purchaser shall cause to be prepared and duly filed all or similar provisions of any state, local, or other Tax Returns required to be filed by or Law, with respect to the Company for all Taxable years and periods ending after consummation of the Closing Datetransactions contemplated by this Agreement. The Buyer will be given a reasonable opportunity, and in no event less than thirty (30) days, to review, comment on, and approve any such income Tax Returns that relate to a Pre-Closing Tax Period of the Company or its Subsidiaries. The Shareholder Representative will make such revisions to any Tax Returns described in this Section 11.1(a) as are reasonably requested by the Buyer and are in compliance with clauses (i) through (iii) of the second sentence of this paragraph. Thereafter, the Buyer shall pay cause the Company to execute and timely file any such income Tax Returns that relate to a Pre-Closing Tax Period of the Company or cause its Subsidiaries in the form agreed to by the Shareholder Representative and the Buyer. (b) The Buyer will be responsible for timely preparing and filing, or causing to be paid timely prepared and filed, all Taxes shown due thereon. All such non-income Tax Returns that relate to a Pre-Closing Tax Period and all Tax Returns for each Straddle Period of the Company and its Subsidiaries. Except as otherwise may be approved by the Shareholder Representative, all such non-income Tax Returns that relate to a Pre-Closing Tax Period and Tax Returns for any Straddle Period must be prepared (i) in accordance with applicable Law, (ii) consistent with the past practices of the Company or applicable Subsidiary except as otherwise required by applicable Law and (iii) without there being any elections under Sections 336(e) or 338 of the Code, or similar provisions of any state, local, or other Tax Law, with respect to the consummation of the transactions contemplated by this Agreement. The Shareholder Representative will be given a reasonable opportunity, and in no event less than thirty (30) days, to review, comment on, and approve any non-income Tax Returns that relate to a Pre-Closing Tax Period and any Tax Returns that relate to a Straddle Period of the Company or its Subsidiaries or that could reasonably be expected to affect the Tax liability of any Shareholder (including any indemnification obligation with respect to Taxes pursuant to Section 10.2(c)), such approval not to be unreasonably withheld as long as the next sentence is satisfied. The Buyer will make such revisions to any Tax Returns described in this Section 11.1(b) as are reasonably requested by the Shareholder Representative, to the extent that all of the following clauses are satisfied: (i) such revisions could reasonably be expected to affect the Tax liability of any Shareholder (including pursuant to Section 10.2(c)), (ii) such revisions are consistent with the past practices of the Company or Subsidiary, and (iii) such revisions are in accordance with applicable Tax Law. Notwithstanding anything provided herein, ‎the Buyer shall be prepared entitled to make an election to waive the carryback of any net ‎operating loss or other Tax attribute or Tax credit incurred or realized in a manner Pre-‎Closing Tax Period by the Company and/or its Subsidiaries. (c) None of the Buyer or any of its Affiliates will (or after the Closing, will cause or permit the Company or its Subsidiaries to) amend, refile or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax Return relating in whole or in part to the Company or its Subsidiaries that relates to any Pre-Closing Tax Period or to any Straddle Period without giving the Shareholder Representative a reasonable opportunity to review, comment on, and approve such amendment, refiling or other modification, such approval not to be unreasonably withheld as long as the next sentence is satisfied. If such amended, refiled or modified Tax Return could reasonably be expected to materially increase the Tax liability of a Shareholder (including any indemnification obligation with respect to Taxes pursuant to Section 10.2(c)), it will be reasonable for the Shareholder Representative to withhold consent from any such amendment or modification proposed by or on behalf of the Buyer, to the extent that the previous Tax Return filings of the Company or any Subsidiary, in the absence of filing such amended, refiled or modified Tax Return, are in accordance with applicable Law, unless the Buyer agrees to ‎indemnify the Seller Indemnified Parties for such ‎increased Taxes (and such increased Taxes will not be indemnifiable by the Shareholders pursuant to Section 10.2(c)). (d) ‎The Shareholder Representative may reasonably request the filing of any such amended Tax Return described in the first sentence of Section 11.1(c) above, which includes a refund claim even if not technically a modification or amendment of a Tax Return (subject to Section 11.4), and the Buyer, at the Shareholders’ sole cost and expense, will make such revisions to such amended, refiled or modified ‎Tax Returns (or such refund claim) as are reasonably requested by the Shareholder Representative that (i) could ‎reasonably be expected to affect the Tax liability of any Shareholder (including pursuant to Section 10.2(c)), (ii) are consistent with prior practice the past practices of the Company. Purchaser shall provide the Member Representative Company or Subsidiary, and ‎‎(iii) are in accordance with copies of such completed Straddle Period applicable Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s reviewLaw; provided, however, the Member Representative’s approval shall Buyer or any of its Affiliates (including the Company and its Subsidiaries) ‎shall not be required to cooperate with the Shareholder Representative in amending such Tax Returns or filing such a refund claim if it can reasonably be expected to materially increase the Taxes of the Buyer or any of its Affiliates (including the Company and its Subsidiaries) for any Post-Closing Tax Period unless the Shareholders agree to ‎indemnify the Buyer Indemnified Parties for such increased Taxes‎. (e) ‎The Buyer, the Shareholders and the Shareholder Representative agree that (i) each of ‎the Company’s and its Subsidiaries’ year end for U.S. federal income Tax purposes shall end as of ‎the Closing Date, and Buyer shall cause the Company to join the Buyer’s (or its parent corporation’s, if any) “consolidated group” (within the meaning of Treasury Regulations Section 1.1502-1(h)) for purposes of U.S. federal income Taxes effective as of the beginning of the date following the Closing Date, each to the extent permitted by applicable Law, and (ii) no election shall be made by any party (or the Company or its Subsidiaries) under ‎Treasury Regulations Section 1.1502-76(b)(2) (or any similar ‎provision ‎of state, local, or non-U.S. ‎Law) to ratably allocate items incurred by the ‎Company ‎or any of its Subsidiaries (the “Agreed Tax Treatment”). Each party hereto shall file all Tax Returns consistently with the Agreed Tax Treatment and shall not take any position inconsistent therewith, unless otherwise required by applicable Law.‎ (f) If the Buyer or any of its Affiliates (including the Company and its Subsidiaries) files any sales Tax Return or pays any sales Taxes after the Closing relating in whole or in part to the Company or its Subsidiaries that are not consistent with the past practices of the Company or its Subsidiary and that result in any sales Tax liability of the Company, its Subsidiary, or a Shareholder (including any indemnification obligation with respect to Taxes pursuant to Section 10.2(c)) related to any Pre-Closing Tax Period or portion of any Straddle Period through the end of the Closing Date, the Shareholders will have no indemnification obligations pursuant to Section 10.2(c) with respect to such sales Tax Returnsliability.

Filing of Tax Returns; Payment of Taxes. (ia) Following the Closing, the Member Representative Seller shall cause to be prepared and duly filed all Tax Returns required to be filed by on or prior to the Closing Date with respect to the Company for all taxable years and periods ending Assets or production of Hydrocarbons from the Assets to be filed on or before prior to the Closing Date, Date and shall pay or cause to be paid all Taxes shown as due thereonon such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with prior practice of Seller to the Company’s prior practiceextent permitted by Law. The Member Representative Seller shall provide Purchaser Buyer with copies of completed drafts of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. ten (ii10) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for Buyer’s review and approval, which may not be unreasonably withheld, conditioned or delayed. Seller and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the Member Representativedue date for filing. In the event that Seller and Buyer are unable to resolve any dispute with respect to such Tax Return prior to the due date for filing, such Tax Return shall be filed by Seller without Buyer’s reviewconsent, and the dispute regarding such Tax Return shall be resolved pursuant to Section 15.13, which resolution shall be binding on the Parties. (b) Following the Closing, Buyer shall cause to be timely filed all Tax Returns required to be filed with respect to the Assets or production of Hydrocarbons from the Assets after the Closing Date for (i) taxable periods ending on or prior to the Closing Date and (ii) any taxable period that includes, but does not end on, the Closing Date. All such Tax Returns shall be prepared in a manner consistent with prior practice of Seller, to the extent permitted by Law and in a manner consistent with the allocation described in Section 2.4(a) and the Final Section 1060 Allocation Schedule. Buyer shall provide Seller with copies of completed drafts of such Tax Returns at least ten (10) days prior to the due date for filing thereof, along with supporting workpapers, for Seller’s review and approval. Buyer and Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. If the Parties are unable to resolve any dispute with respect to such Tax Return prior to the due date for filing, such Tax Return shall be filed by Buyer without Seller’s consent and the dispute regarding such Tax Return shall be resolved pursuant to Section 15.13, which resolution shall be binding on the Parties. Buyer shall provide Seller, as applicable, and their representatives with reasonable access to the employees, tax preparers and records of Buyer for purposes of review of such Tax Returns. (c) If notice of any action, suit, investigation or audit is received by Buyer with respect to Taxes for which Seller may reasonably be expected to be liable under this Agreement or applicable Law (a “Tax Claim”), Buyer shall promptly notify Seller in writing of such Tax Claim. (d) Buyer shall have the right to represent the interests of Seller in defending, settling, compromising, admitting, or acknowledging any Tax Claim; provided, howeverthat Buyer shall keep Seller fully and currently apprised of developments relating to such Tax Claim, and Buyer shall not settle such Tax Claim without the Member Representative’s approval consent of Seller, which consent shall not be required unreasonably withheld, conditioned, or delayed; provided, further, that at the election of Seller, Buyer and Seller shall jointly control (at each Party’s own expense) any defense, settlement, compromise, admission, or acknowledgment of any Tax Claim, in which event no Tax Claim shall be settled or compromised without the prior written approval (which shall not be unreasonably withheld, conditioned or delayed) of each of Buyer and Seller. Buyer shall be entitled to assume sole control over the defense, settlement, compromise, admission, or acknowledgment of any Tax Claim provided that Buyer first releases any claim hereunder and releases Seller from all obligations under with respect to such Tax Claim. (e) Buyer shall not file an amended Tax Return with respect to any period or partial period ended on or before the Closing Date if such amendment would have, or would reasonably be expected to have, an adverse affect on Seller under this Agreement or under applicable Law without the prior written consent of Seller. (f) Any refund of a Tax Returnsfor a period prior to the Effective Time or of a Tax apportioned to Seller pursuant to Article 9 shall be for the account of Seller, and if such a refund is obtained or credited to Buyer, Buyer shall promptly pay over to Seller such amount obtained or credited.

Filing of Tax Returns; Payment of Taxes. (ia) Following the ClosingSubject to Section 11.3(b), the Member Representative Seller shall timely file or cause to be prepared and duly timely filed all Tax Returns that are required to be filed by or with respect to BPP or the Company for all taxable years and periods ending Transferred Assets (i) on or before the Closing DateDate and (ii) after the Closing Date to the extent such Returns relate solely to taxable periods ending on or prior to the Closing Date and, and in each case, shall pay or cause to be paid timely remit all Taxes shown due thereonin respect of such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative Seller shall also timely file or cause to be filed all Affiliated Group Tax Returns that include or relate to BPP or the Transferred Assets and shall timely remit all Taxes due in respect of such Tax Returns. Such Tax Returns, to the extent they relate to BPP or the Transferred Assets, shall be prepared in a manner consistent with past practice. Seller shall provide Purchaser with copies of the portions of such completed Tax Returns relating specifically to BPP or the Transferred Assets at least twenty 20 days prior to the due date for filing thereof, thereof (or such lesser period time as may be necessary to allow is reasonable in the Company to timely file such Tax Returnscase of monthly filings), along with supporting workpapers, if any, for Purchaser’s review; providedreview and approval, however, Purchaser’s approval if and to the extent Purchaser or BPP is liable hereunder for the payment of Taxes pursuant thereto. Seller and Purchaser shall not be required attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Seller and Purchaser are unable to resolve any dispute with respect to any such Tax Returns. The Selling Members Return at least 10 days prior to the due date for filing, such dispute shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date resolved pursuant to Section 6.9(b). The Selling Members 11.6, which resolution shall not be responsible for Taxes occurring after binding on the Closing Dateparties. (iib) Following Subject to Section 11.3(b), following the Closing, Purchaser shall cause to be prepared and duly timely filed all Tax Returns required to be filed by or with respect BPP (other than those described in Section 11.2(a) above) and, subject to the Company for all Taxable years and periods ending after the Closing Daterights to payment from Seller hereunder, and shall pay or cause to be paid all Taxes shown due thereon. All such Upon Closing, Seller shall provide Purchaser a list of all Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Companydue by BPP within sixty (60) days after Closing. Purchaser shall provide the Member Representative Seller with copies a copy of any such completed Straddle Period Tax Returns Return with respect to which Purchaser claims Seller owes any Taxes pursuant to Section 11.1 at least twenty (20) days prior to the due date for filing thereofthereof (or such lesser time as is reasonable in the case of monthly filings), along with supporting workpapersworkpapers and a schedule showing the portion of the Taxes payable pursuant to such Tax Returns that Purchaser has calculated are payable by Seller pursuant to Section 11.1, for Seller’s review and approval. Seller and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Return or the Member Representative’s review; provided, however, allocation of Taxes thereunder prior to the Member Representative’s approval shall not be required day which is ten days before the due date for filing such Tax Return. In the event that Seller and Purchaser are unable to resolve any dispute with respect to such Tax Return or allocation at least 10 days prior to the due date for filing, such dispute shall be resolved pursuant to Section 11.6, which resolution shall be binding on the parties. (c) Not later than 5 Business Days prior to the due date for the payment of Taxes on any Tax Returns which Purchaser has the responsibility to cause to be filed pursuant to Section 11.2(b), Seller shall pay to Purchaser the amount of Taxes, as determined in accordance with Section 11.2(b), owed by Seller pursuant to the provisions of Section 11.1. No payment pursuant to this Section 11.2(c) shall excuse Seller from its indemnification obligations pursuant to Section 11.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of Seller’s payment under this Section 11.2(c); nor shall any such Tax Returnspayment constitute a waiver by Seller of the right to obtain reimbursement of all or any portion of such payment if the amount of such Taxes owed by Seller as so ultimately determined is less than the amount paid by Seller, and in such event Purchaser shall promptly reimburse Seller for the amount of Seller’s overpayment.

Filing of Tax Returns; Payment of Taxes. (ia) Following The Selling Stockholder shall include the ClosingCompany, or cause the Member Representative Company to be included in, and shall file or cause to be prepared and duly filed all filed, (A) the United States consolidated federal income Tax Returns of the Selling Stockholder or its Affiliates for the taxable periods of the Company ending on or prior to the Closing Date and (B) where applicable, all other Consolidated Tax Returns of Selling Stockholder for the taxable periods of the Company ending on or prior to the Closing Date, and shall pay any and all Taxes due with respect to the returns referred to in clause (A) or (B). The Selling Stockholder shall also cause the Company to timely file all other Tax Returns of or which include the taxes required to be filed by the Company on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns described in this section shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative Selling Stockholder shall provide Purchaser with copies the portion of the such completed Tax Returns relating to the Company at least twenty (20) days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s 's review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (iib) Following the Closing, Purchaser shall cause to be prepared and duly timely filed all Tax Returns (other than those Tax Returns described in SECTION 8.1 (a) required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing DateDate and, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. The Purchaser shall provide the Member Representative Selling Stockholder with copies of such completed Straddle Period Tax Returns the tax returns related to the Company at least twenty (20) days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s Selling Stockholder's review; provided, however. The Selling Stockholder and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. (c) Not later than ten (10) days prior to the due date for the payment of Taxes on any Tax Returns which Purchaser has the responsibility to cause to be filed pursuant to SECTION 8.1(b), the Member Representative’s approval Selling Stockholder shall pay to Purchaser the amount of Taxes, if any, which is owed by the Selling Stockholder as mutually agreed by Selling Stockholder and Purchaser. (d) STRADDLE PERIOD TAX ALLOCATION. The Selling Stockholder and Purchaser will, unless prohibited by applicable law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not be required permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a "STRADDLE PERIOD"), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Stockholder for the period up to and including the close of business on the Closing Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such Tax Returnsperiod.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative The Selling Group shall file or cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to of the Company and the Wholly Owned Subsidiaries (and shall use commercially reasonable efforts to cause Victory Propane to file all of its Tax Returns) for all taxable years and periods ending on or before prior to the Closing Date regardless of whether such Tax Returns are due before, on or after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereonassociated with such Tax Returns. All such Tax Returns described in this Section 8.5(b)(i) shall be prepared in a manner consistent with the Company’s prior practicepractice and applicable Law. The Member Representative Seller shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. thirty (ii30) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member RepresentativePurchaser’s reviewreview and approval, which shall not be unreasonably withheld, conditioned or delayed; provided, howeverthat, for any returns due to be filed within thirty (30) days after the Member Representative’s approval Closing Date, Seller shall provide copies thereof as soon as practicable and in any event within fifteen (15) days after the Closing Date. Seller and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Seller and Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.5(f), which resolution shall be binding on the parties. (ii) Following the Closing, Purchaser shall prepare and cause to be timely filed all Tax Returns of the Company and the Wholly Owned Subsidiaries (and shall use commercially reasonable efforts to cause all Tax Returns of Victory Propane to be timely filed) for all Straddle Periods. With respect to Tax Returns for Straddle Periods, Purchaser shall provide copies of such Tax Returns to Seller for review a reasonable period of time prior to the filing or due date thereof (such reasonable period to be no less than thirty (30) days prior to the due date or filing thereof in the case of an income Tax Return), along with supporting workpapers, for Seller review and approval, which shall not be required unreasonably withheld, conditioned or delayed. Seller and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Seller and Purchaser are unable to resolve any dispute with respect to any such Tax ReturnsReturn at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.5(f), which resolution shall be binding on the parties. Subject to the right to payment from Seller under Section 8.5(b)(iii), Purchaser shall pay or cause to be paid all Taxes shown as due thereon with respect to the Tax Returns described in this Section 8.5(b)(ii). (iii) Not later than ten (10) days prior to the due date for the payment of Taxes on any Tax Returns that Purchaser has the responsibility to cause to be filed pursuant to Section 8.5(b)(ii), the Selling Group shall pay to Purchaser the amount of Taxes owed by the Selling Group pursuant to the provisions of Section 8.5(a) to the extent such amount were not accrued as a liability on the Final Statement. (iv) Seller shall not amend or refile any Tax Return of the Company or any of its Wholly Owned Subsidiaries or execute any waiver in respect of Taxes of the Company or any of its Wholly Owned Subsidiaries without the written consent of Purchaser, which consent shall not be unreasonable withheld, conditioned or delayed.

Filing of Tax Returns; Payment of Taxes. (i1) Following Company (prior to the Closing, ) or the Member Shareholder Representative shall Group (after the Closing) will prepare and file or cause to be prepared and duly filed all Tax Returns that are required to be filed by or with respect to Company and any of its Subsidiaries for Pre-Closing Tax Periods. Subject to the rights to payment from the Shareholders under Section 5.9a(3), Company for all taxable years and periods ending on or before the Closing Date, and shall will pay or cause to be paid all any Taxes shown due thereon. All such Such Tax Returns shall will be prepared in a manner consistent with the Company’s prior past practice, except as otherwise required by Applicable Law. The Member Shareholder Representative shall provide Purchaser Group will furnish to Parent a draft of each such Tax Return, for review, comment and approval (with copies of such completed Tax Returns at least twenty approval not to be unreasonably withheld, conditioned or delayed), no later than Thirty (30) days prior to before the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, Return (including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(bextensions thereof). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii2) Following the Closing, Purchaser shall Parent will prepare and file or cause to be prepared and duly filed all Tax Returns required to be filed by of or with respect to the Company and any of its Subsidiaries for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereonStraddle Periods. All such Such Tax Returns for a Straddle Period shall will be prepared in a manner consistent with prior practice past practice, except as otherwise required by Applicable Law and following the allocation methodology set forth in Section 5.9d. Parent will furnish a draft of each such Tax Return to the Company. Purchaser shall provide the Member Shareholder Representative Group for review, comment and approval (with copies of such completed Straddle Period Tax Returns at least twenty approval not to be unreasonably withheld, conditioned or delayed) not later than Thirty (30) days prior to before the due date for filing such Tax Return (including extensions thereof), along together with supporting workpapersa statement setting forth the amount of Taxes for which Shareholders are responsible pursuant to Section 5.9b (the “Tax Statement”). Subject to the rights to payment from the Shareholders under Section 5.9a(3), Company will pay or cause to be paid any Taxes shown due thereon. (3) Not later than Five (5) days before the due date for the Member Representative’s review; provided, however, the Member Representative’s approval shall not be required payment of Taxes with respect to any Tax Return covered by Sections 5.9a(1) or 5.9a(2), and notwithstanding any dispute as to the Tax Statement, the Shareholders will pay to Parent, out of the Indemnification Escrow Fund, an amount equal to the Taxes shown on the Tax Statement as being the responsibility of the Shareholders under Section 5.9b; provided that the Shareholders will not be required to pay any such Tax Returnsto the extent of the amount of such Tax that was specifically taken into account as a Current Liability in determining Net Working Capital as of immediately prior to the Effective Time. No payment pursuant to this Section 5.9a(3) will excuse the Shareholders from their indemnification obligations pursuant to Section 5.9b if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns that are the responsibility of Shareholders exceeds the amount of any payments by Company and its Subsidiaries or Shareholders under this Section 5.9a. If, as a result of a Tax audit of: (1) Company’s 2012 C-Corporation U.S. federal income Tax Return and state income, franchise or composite Tax Return; or (2) Company’s New York State franchise/income Tax Return for calendar years 2013, 2014 or 2015 or the short year commencing January 1, 2016 and ending on the Closing Date (each, a “Tax Audit”), the amount of Taxes ultimately determined by the applicable Government Entity as due in respect of any such audited Tax Return shows that Company has overpaid the amount of Taxes for which Company is responsible, upon the actual receipt by Parent or Company of a cash Tax refund or an actual reduction in cash Taxes (calculated on a with and without basis) payable in the Tax period that includes the Closing Date or the Two (2) succeeding taxable years, such excess (net of any Taxes and all costs and expenses incurred in connection therewith) will be refunded to the Shareholder Representative Group by Parent for distribution to the Shareholders in accordance with their respective Participation Percentages not later than Thirty (30) days after Parent or Company actually receives such refund or actually realizes such reduction. Notwithstanding any other provision in this Agreement, Shareholders shall not be entitled to recover any Tax benefit arising from any Tax Audit more than once.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Sellers’ Representative shall file or cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to of the Company and the Subsidiaries for all taxable years and periods ending on or before the Closing Date, and shall timely pay or cause to be paid any and all Taxes shown due thereonwith respect to such returns. All such Tax Returns described in this Section 8.7(a)(i) shall be prepared in a manner consistent with the Company’s prior practice, unless otherwise required by Law. The Member Sellers’ Representative shall provide Purchaser Buyer with copies of such completed Tax Returns at least twenty (20) days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Datenon-income Tax Returns, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days reasonable period) prior to the due date for filing thereof, along with supporting workpaperswork papers, for the Member RepresentativeBuyer’s review; providedreview and approval, however, the Member Representative’s which approval shall not be required unreasonably withheld, conditioned or delayed. The Company and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Company and Buyer are unable to resolve any dispute with respect to any such Tax ReturnsReturn at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.7(e), which resolution shall be binding on the parties. (ii) Following the Closing, Buyer shall cause to be timely filed all Tax Returns (other than those Tax Returns described in Section 8.7(a)(i)) required to be filed by the Company and the Subsidiaries after the Closing Date and pay or cause to be paid all Taxes shown due thereon. (iii) Not later than ten (10) days prior to the due date for the payment of Taxes on any Tax Returns which Buyer has the responsibility to cause to be filed pursuant to Section 8.7(a)(ii), Sellers’ Representative shall pay to Buyer the amount of Taxes owed by Sellers pursuant to the provisions of this Section 8.7(a); it being understood that the Buyer shall consult with Sellers’ Representative if there is a dispute regarding the amount owed. Nothing contained herein shall excuse Sellers from their indemnification obligations pursuant to Section 8.2.

Filing of Tax Returns; Payment of Taxes. (a) Sellers shall cause PCM to timely file when due all (i) Following the Closing, the Member Representative shall cause to be prepared and duly filed all income Tax Returns required to be filed with respect to Tax periods ended on or before the Closing Date (whether or not due after the Closing Date), and (ii) all other Tax Returns required to be filed on or prior to the Closing Date by or with respect to the Company for all taxable years and periods ending on or before the Closing Date, and PCM. Sellers shall cause PCM to pay or cause to be paid all Taxes shown as due thereonon such PCM Tax Returns. All such Tax Returns shall be prepared in a manner consistent with prior practice to the Company’s prior practiceextent permitted by Law. The Member Representative Sellers shall provide Purchaser Buyer with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion drafts of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns PCM at least twenty (20) days prior to the due date for filing thereof, along with supporting workpapers, for Buyer’s review and approval, which may not be unreasonably withheld, conditioned or delayed. At Sellers’ request, Buyer shall cause PCM to execute any income Tax Returns to be filed by Sellers after the Member Representative’s review; providedClosing Date with respect to PCM for any period ended on or before the Closing Date. Sellers and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Sellers and Buyer are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, howeversuch dispute shall be resolved pursuant to Section 16.9, which resolution shall be binding on the Parties. (b) Following the Closing, Buyer shall cause to be timely filed all Tax Returns with respect to (i) taxable periods ending after the Closing Date and (ii) taxable periods that begin prior to the Closing Date and end on or before the Closing Date, required to be filed by or with respect to PCM after the Closing Date other than with respect to income Taxes for Tax periods ended on or before the Closing Date. All such Tax Returns shall be prepared in a manner consistent with prior practice of PCM to the extent permitted by Law and in a manner consistent with the Final Sections 1060 and 751 Allocation Schedule. Buyer shall provide Sellers with copies of completed drafts of such Tax Returns at least twenty (20) days prior to the due date for filing thereof, along with supporting workpapers, for their respective review and approval. Buyer and Sellers shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. If the relevant Parties are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 16.9, which resolution shall be binding on the relevant Parties. Buyer shall provide Sellers and its representatives with reasonable access to the employees, tax preparers and records of Buyer for purposes of review of such Tax Returns. (c) Not later than ten (10) days prior to the due date for the payment of Taxes shown on any Tax Return that Buyer has the responsibility to cause to be filed pursuant to Section 14.4(b), Sellers shall pay to Buyer the amount of such Taxes (excluding Non-Income Taxes, which shall be allocated in accordance with Article 10) to the extent such Taxes are attributable to a Pre-Closing Tax Period (as defined below). If the Parties are unable to resolve any dispute with respect to any payment obligation asserted under this Section 14.4(c), such dispute shall be resolved pursuant to Section 16.9, which resolution shall be binding on the Parties. (d) Buyer will, unless prohibited by applicable Law, cause PCM to close each taxable period of PCM as of the Closing Date. If applicable Law does not permit PCM to close a taxable period on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period that includes, but does not end on, the Member Representative’s approval Closing Date (a “Straddle Period”), the Taxes (other than Non-Income Taxes allocable under Article 10 and Transfer Taxes), if any, attributable to a Straddle Period shall be allocated between (i) the period up to and including the Closing Date (a “Pre-Closing Tax Period”) and (ii) the period subsequent to the Closing Date (a “Post-Closing Tax Period”). In the case of such Taxes (other than Non-Income Taxes and Transfer Taxes) that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), the amount of Taxes allocable to the Pre-Closing Tax Period shall be the amount of Taxes that would be payable if the taxable period of PCM (and any subsidiary or partnership in which PCM or any subsidiary thereof is a partner) ended with (and included) the Closing Date and the amount of Taxes allocable to the Post-Closing Tax Period shall be the amount of Taxes for the entire Tax period less the amount of Taxes allocated to the Pre-Closing Tax Period; provided that any exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be required allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. In the case of Taxes other than Taxes described in (A) or (B) above, Non-Income Taxes, and Transfer Taxes, such Taxes shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each such period. (e) The Parties shall cooperate with each other to provide each other with such assistance as may be reasonably requested by them in connection with the preparation of any Tax Returns, including cooperating in connection with any Tax audit or other examination in connection with an administrative or judicial proceeding involving a Governmental Authority relating to Taxes and providing records and information that are reasonably relevant to any such matters and making employees available on a mutually convenient basis to provide additional information. (f) Buyer shall notify Sellers within twenty (20) days following receipt by Buyer of any written notice of audit, examination or other proceeding with respect to any Tax Return or Taxes of PCM with respect to a Pre-Closing Period or Straddle Period. Buyer and PCM shall control any examination, investigation, audit, or other proceeding in respect of any Tax Return or Taxes of PCM with respect to any such Tax Returnsperiod or that could reasonably be expected to affect any Tax liability of Sellers, or any liability of Sellers under this Agreement or otherwise (a “Tax Contest”), provided that (i) Sellers shall have the right to participate in, and jointly control, bearing their own costs, with Buyer and PCM, any Tax Contest to the extent it relates to Taxes or a Tax Return of PCM for a Pre-Closing Tax Period or for the portion of the Straddle Period ending on the Effective Date, or that could reasonably be expected to affect any Tax liability of Sellers, or any liability of Sellers under this Agreement or otherwise; (ii) Buyer shall, within five (5) days of receipt, provide copies to Sellers of all documents received from any Governmental Authority in connection with a Tax Contest that relates to Taxes or a Tax Return of PCM for a Pre-Closing Tax Period or for the portion of the Straddle Period ending on the Effective Date, or that could reasonably be expected to affect any Tax liability of Sellers, or any liability of Sellers under this Agreement or otherwise, and shall otherwise cooperate in providing information to Sellers concerning the status of any such Tax Contest; and (iii) Buyer and PCM shall not settle or otherwise resolve any Tax Contest (or any issue raised in such Tax Contest) if such settlement or other resolution relates to Taxes for which Sellers are liable under this Agreement or under applicable Law without the consent of Sellers (which consent shall not be unreasonably withheld, conditioned or delayed). (g) Buyer shall not cause or permit PCM to file an amended Tax Return with respect to any period or partial period ending on or before the Closing Date if such amendment would have, or would reasonably be expected to have, an adverse effect on PCM under this Agreement or under applicable Law without the prior written consent of PCM.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative Seller shall cause the Company and the Acquired Subsidiaries to be prepared and duly filed timely file all Tax Returns Returns, if any, of or which include the Company or any of the Acquired Subsidiaries required to be filed by on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practicepractice and shall be correct and complete in all material respects. The Member Representative Seller shall provide Purchaser or its designated advisors with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii20) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for Purchaser's review. (ii) Following the Member Representative’s review; providedClosing, howeverPurchaser shall cause to be timely filed all Tax Returns required to be filed by the Company and the Acquired Subsidiaries after the Closing Date and, subject to the Member Representative’s approval right to payment from Seller under Section 9.7(b)(iii), pay or cause to be paid all Taxes shown due thereon. To the extent that such Tax Returns include taxable periods ending prior to the Closing Date, Purchaser and Seller shall not be required work together to complete such portions of the Tax Returns. Seller and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Seller and Purchaser are unable to resolve any dispute with respect to any such Tax ReturnsReturn at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 9.7(f), which resolution shall be binding on the parties. (iii) Not later than ten (10) days prior to the due date for the payment of Taxes on any Tax Returns which Purchaser has the responsibility to cause to be filed pursuant to Section 9.7(b)(ii), Seller shall pay to Purchaser the amount of Taxes, as reasonably determined by Seller and Purchaser, owed by Seller pursuant to the provisions of Section 9.7(a). No payment pursuant to this Section 9.7(b)(iii) shall excuse Seller from its indemnification obligations pursuant to Section 9.7(a) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of Seller's payment under this Section 9.7(b)(iii).

Filing of Tax Returns; Payment of Taxes. (i) Following Except as set forth herein to the Closingcontrary, the Member Sellers’ Representative shall file, or cause to be prepared and duly filed filed, all income Tax Returns required to be filed by or with respect to of the Company and the Subsidiaries for all taxable years and periods ending on or before the Closing Date, Date and shall timely pay or cause any and all Taxes due with respect to such income Tax Returns, net of any reserves therefor and after utilizing any net operating loss (NOL) available to be paid all Taxes shown due thereonutilized. All such Such income Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. Following the Closing Date, Buyer shall file, or cause to be timely filed, (i) all other Tax Returns of the Company and its Subsidiaries relating to taxable periods ending before, on and after the Closing Date, and (ii) the 2021 Federal and State income Tax Returns of the Company and its Subsidiaries, and pay, or cause to be paid, all Taxes due with respect thereto, with no right of contribution from Sellers’ Representative, except for amounts which are not accounted for within the Balance Sheet and which are not able to be offset by the Company and its Subsidiaries’ current net operating loss (NOL) carryover, except in relation to all 2021 State and Federal Taxes of the Company and its Subsidiaries which shall be and remain the complete financial responsibility of the Company. For the avoidance of doubt, the Company shall be responsible for the timely filing and payment of the total $1,231,042 of payroll and employment taxes currently deferred by the Company and the Subsidiaries under the CARES Act, without contribution from Sellers’ Representative. (ii) The Member Representative parties shall each provide Purchaser the other with copies of such their completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii20) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpaperswork papers, for the Member Representative’s review; provided, however, other parties’ review and approval. The Sellers’ Representative and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the Member Representative’s approval shall not be required due date for filing. In the event that the parties are unable to resolve any dispute with respect to any such Tax ReturnsReturn at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 7.7(f), which resolution shall be binding on the parties. Sellers’ Representative and Buyer shall take into account all reasonable revisions on such Tax Returns reasonably requested by the other party. (iii) Not later than ten (10) days prior to the due date for the payment of Taxes on any Tax Returns which Buyer has the responsibility to cause to be filed pursuant to Section 7.7(a)(i), or within three (3) days of the amount of such Tax Return being finally determined as set forth in Section 7.7(a)(ii) above, the Sellers’ Representative shall pay to Buyer the amount of Taxes (if any) owed by the Sellers pursuant to the provisions of this Section 7.7(a), except to the extent of any Taxes that were specifically taken into account in the determination of the Purchase Price. No payment pursuant to this Section 7.7(a)(iii) shall excuse the Sellers’ Representative from the indemnification obligations pursuant to Section 7.2 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of Sellers’ payment under this Section 7.7(a)(iii).

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative The Company shall (and shall cause to be prepared and duly filed the Subsidiaries to) timely file all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative Company shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii20) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for Purchaser’s review and approval. The Selling Stockholders and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the Member Representative’s review; provided, however, due date for filing. In the Member Representative’s approval shall not be required event that the Selling Stockholders and the Purchaser are unable to resolve any dispute with respect to any such Tax ReturnsReturn at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.5(g), which resolution shall be binding on the parties. (ii) Following the Closing, Purchaser shall cause to be timely filed all Tax Returns required to be filed by the Company and the Subsidiaries after the Closing Date and, subject to the rights to payment from the Selling Stockholders under Section 8.5(b)(iii), pay or cause to be paid all Taxes shown due thereon. The Company shall provide the Selling Stockholders with copies of such completed Tax Returns required to be filed by the Company and/or the Subsidiaries for any period ending on or before the Closing Date at least twenty (20) days prior to the due date for filing thereof, along with supporting workpapers, for Selling Stockholder’s review and approval. The Selling Stockholders and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Selling Stockholders and the Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.5(f), which resolution shall be binding on the parties. Purchaser shall work with the Stockholder Representative for purposes of resolving any dispute as set forth herein. Notwithstanding any dispute as set forth herein, Purchaser will be allowed to file Tax Returns by the due date. (iii) Not later than ten (10) days prior to the due date for the payment of Taxes on any Tax Returns which Purchaser has the responsibility to cause to be filed pursuant to Section 8.5(c)(ii), the Selling Stockholders shall pay to Purchaser the amount of Taxes, as reasonably determined by Purchaser, owed by the Selling Stockholders pursuant to the provisions of Section 8.5(a). No payment pursuant to this Section 8.5(c)(iii) shall excuse the Selling Stockholders from its indemnification obligations pursuant to Section 8.5(a) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of the Selling Stockholders’ payment under this Section 8.5(c)(iii). (iv) The Purchaser shall pay the Selling Stockholders the amount of any refund of Taxes for any period ending on or before the Closing Date which is received by the Company or the Purchaser after the Closing Date, and subject to resolution of any dispute with respect thereto pursuant to Section 8.5(f).

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative The Company shall cause to be prepared and duly filed timely file all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practicepractice except as required by applicable law. The Member Representative Company shall provide Purchaser with copies of such completed income Tax Returns at least twenty days prior to the due date for filing thereof (taking into account extensions), along with supporting workpapers, for Purchaser’s review and approval. The Equity Sellers and Purchaser shall attempt in good faith to resolve any disagreements regarding such income Tax Returns prior to the due date for filing. In the event that the Equity Sellers and Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.6(c), which resolution shall be binding on the parties. (ii) Following the Closing, Purchaser shall cause to be timely filed all Tax Returns required to be filed by the Company (taking into account extensions) after the Closing Date and pay or cause to be paid all Taxes shown due thereon. In the case of any such Tax Returns that could reasonably be expected to result in an indemnification obligation of the Equity Sellers pursuant to this Article VIII, Purchaser shall provide the Seller Representative with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or thereof (taking into account extensions) in the case of income Tax Returns (and in such lesser period of time prior to filing as may Purchaser shall reasonably determine to be necessary to allow practicable in the Company to timely file such case of other Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member Seller Representative’s review; provided, however, the Member Representative’s approval shall not be required with respect to any such Tax Returnsreview and approval.

Filing of Tax Returns; Payment of Taxes. With respect to each Tax Return (iother than the Final Federal Income Tax Returns) Following covering a Taxable period beginning on or before the Closing, the Member Representative shall cause to be prepared and duly filed all Tax Returns Effective Date that is required to be filed after the Closing Date by or with respect for an Acquired Entity (collectively, the “Acquirer Prepared Tax Returns”), Acquirer shall (A) cause such Tax Return to the Company for all taxable years and periods ending on or before the Closing Datebe prepared, and shall pay or (B) cause to be paid all Taxes shown due thereon. All included in such Tax Returns shall Return all Tax Items required to be prepared in included therein, (C) provide the MCE Parties with a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser with copies copy of such completed Tax Returns at least twenty Return no later than 30 days prior to the due date thereof for filing thereof, or such lesser period as may be necessary to allow the Company to timely file their review and comment and (D) cause such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required Return to be filed by or timely with respect to the Company for all Taxable years and periods ending after the Closing Dateappropriate Taxing Authority. The MCE Parties shall (1) prepare, and shall pay or cause to be paid all Taxes shown due thereon. All prepared, the Final Federal Income Tax Returns, (2) cause to be included in such Tax Returns for all Tax Items required to be included therein, (3) provide Acquirer with a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies copy of such completed Straddle Period Tax Returns at least twenty no later than 30 days prior to the due date for filing thereof, along thereof and (4) cause such Tax Returns to be filed timely with supporting workpapers, for the Member Representative’s review; provided, howeverappropriate Taxing Authority. Not later than five days prior to the due date of each Acquirer Prepared Tax Return, the Member RepresentativeMCE Parties shall pay to Acquirer the amount of any MCE Party’s approval shall not be required Taxes with respect to any such Tax ReturnsReturn. Acquirer shall cause the Acquired Entity to file the Tax Return and timely pay the Taxes shown due on such Tax Return.

Filing of Tax Returns; Payment of Taxes. (ia) Following the Closing, the Member Representative Seller shall cause to be prepared and duly filed all Tax Returns required to be filed by on or prior to the Closing Date with respect to the Company for all taxable years and periods ending Assets or production of Hydrocarbons from the Assets to be filed on or before prior to the Closing Date, Date and shall pay or cause to be paid all Taxes shown as due thereonon such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with prior practice of Seller to the Company’s prior practiceextent permitted by Law. The Member Representative Seller shall provide Purchaser Buyer with copies of completed drafts of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. ten (ii10) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member RepresentativeBuyer’s review; providedreview and approval, however, the Member Representative’s approval shall which may not be required unreasonably withheld, conditioned or delayed. Seller and Xxxxx shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Seller and Buyer are unable to resolve any dispute with respect to any such Tax ReturnsReturn prior to the due date for filing, such Tax Return shall be filed by Seller without Buyer’s consent, and the dispute regarding such Tax Return shall be resolved pursuant to Section 15.13, which resolution shall be binding on the Parties. (b) Following the Closing, Buyer shall cause to be timely filed all Tax Returns required to be filed with respect to the Assets or production of Hydrocarbons from the Assets after the Closing Date for (i) taxable periods ending on or prior to the Closing Date and (ii) any taxable period that includes, but does not end on, the Closing Date. All such Tax Returns shall be prepared in a manner consistent with prior practice of Seller, to the extent permitted by Law and in a manner consistent with the allocation described in Section 2.4(a) and the Final

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative Company shall (and shall cause to be prepared and duly filed its Subsidiaries to) timely file all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative Company shall provide Purchaser Parent with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for Parent’s review and approval (not to be unreasonably withheld or delayed). If Parent does not deliver notice to Company of a disagreement regarding a Tax Return within ten (10) days of Parent’s receipt thereof, Parent shall be treated as having conclusively approved such return. Company and Parent shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the Member Representative’s review; provided, however, due date for filing. In the Member Representative’s approval shall not be required event that Company and Parent are unable to resolve any dispute with respect to any such Tax ReturnsReturn at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 12.7(d), which resolution shall be binding on the parties. (ii) Following the Closing, Parent shall cause to be timely filed all Tax Returns for taxable period beginning on or before the Closing Date required to be filed by Company and its Subsidiaries after the Closing Date and, subject to the right to payment from the Escrow Funds under Section 12.7(a)(iii), pay or cause to be paid all Taxes shown due thereon. Parent shall provide Shareholder Representative with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for Shareholder Representative’s review and approval (not to be unreasonably withheld or delayed). If Shareholder Representative does not deliver notice to Parent of a disagreement regarding a Tax Return within ten (10) days of Shareholder Representative’s receipt thereof, Shareholder Representative shall be treated as having conclusively approved such return. Shareholder Representative and Parent shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Shareholder Representative and Parent are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 12.7(d), which resolution shall be binding on the parties. (iii) Not later than ten days prior to the due date for the payment of Taxes on any Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 12.7(a)(ii), the Escrow Agent shall pay to Parent the amount of Taxes, as reasonably determined by Parent, owed by the Major Shareholders pursuant to the provisions of Section 12.3(a)(v). No payment pursuant to this Section 12.7(a)(iii) shall excuse the Major Shareholders from their indemnification obligations pursuant to Section 12.3(a)(v) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of the payment under this Section 12.7(a)(iii).

Filing of Tax Returns; Payment of Taxes. and Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. (i) Following the Closing, the Member Representative The Company shall timely file or cause to be prepared and duly timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company for all taxable years and periods ending VH Companies on or before prior to the Closing Date, and the Company shall pay remit or cause to be paid all remitted any Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser with copies respect of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members Parent shall be entitled to any Tax refunds related to taxable years and periods ending on file or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the VH Companies after the Closing Date Prior to the Closing, the Company shall retain PwC for all Taxable years purposes of preparing any Tax Return that relates solely to income Taxes of the VH Companies for a Pre-Closing Tax Period and that is required to be filed by Parent pursuant to this Section 6.8(a)(i) (a “Stub-Period Tax Return”). (ii) All Tax Returns that the Company is required to file or cause to be filed in accordance with Section 6.8(a)(i) shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date). With respect to an income Tax Return that the Company is required to file pursuant to Section 6.8(a)(i), and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty not less than thirty (30) days prior to the due date for filing thereofsuch Tax Return, along taking into account extensions (or, if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date), the Company shall provide Parent with supporting workpapersa draft copy of such Tax Return for Parent’s review. The Company shall file or cause to be filed such Tax Return after considering Parent’s reasonable comments, if any, in good faith. With respect to an income Tax Return that the Parent is required to file pursuant to Section 6.8(a)(i) that relates to a Pre-Closing Tax Period or a Straddle Period, not less than thirty (30) days prior to the due date for such Tax Return, taking into account extensions (or, if such due date is within thirty (30) days following the Member Closing Date, as promptly as practicable following the Closing Date), Parent shall provide Representative with a draft copy of such Tax Return for Representative’s review; provided, however, the Member . Parent shall consider in good faith Representative’s approval shall not be required with respect to any reasonable comments, if any, that are requested within fifteen (15) days after delivery of such Tax ReturnsReturn to Representative; provided that Parent shall incorporate any reasonable comments, if any, requested by Representative that relate solely to the application of Section 2306 of the CARES Act and that are requested within fifteen (15) days after delivery of such Tax Return to the Representative.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing7.3.1 The Company shall prepare and file, the Member Representative shall or cause to be prepared and duly filed filed, all Tax Returns that are required to be filed by or with respect to the Company for all taxable years and periods ending that are due on or before the Closing DateDate (if any) (taking into account any applicable extensions), and the Company shall pay or cause to be paid all any Taxes payable by the Company shown due thereon. All Such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by applicable Law. The Company shall furnish a completed copy of such Tax Return to Purchaser for review and comment as promptly as reasonably possible before the due date for filing such Tax Return (including extensions thereof). Purchaser shall provide any comments as promptly as reasonably possible prior to such due date. The Company shall revise such Tax Return to reflect any reasonable comments made by Purchaser prior to the filing of such Tax Return. To the extent permitted by applicable Law, Sellers shall include any income, gain, deduction or other Tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1’s furnished by the Company to Sellers for such periods. 7.3.2 Purchaser shall prepare and file, or cause to be prepared and filed, all Tax Returns that are required to be filed after the Closing Date by or with respect to the Company for any taxable period ending on or before the Closing Date and for any Straddle Period, and the Company shall pay or cause to be paid any Taxes payable by the Company shown due thereon. To the extent that such Tax Returns relate to a taxable period ending on or before the Closing Date or to a Pre-Closing Partial Period, such Tax Returns shall be prepared in a manner consistent with the Company’s prior past practice, except as otherwise required by applicable Law. The Member Representative Purchaser shall provide Purchaser with copies furnish a completed copy of such completed Tax Returns at least twenty Return to the Sellers for review and comment not later than 30 days prior to before the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, Return (including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(bextensions thereof). The Selling Members Sellers shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, provide any comments no later than 15 days prior to such due date. Purchaser shall cause revise such Tax Return to be prepared and duly filed all reflect any reasonable comments made by the Sellers prior to the filing of such Tax Return. To the extent permitted by applicable Law, Sellers shall include any income, gain, deduction or other Tax items for such periods on their Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide Schedule K-1’s furnished by the Member Representative with copies of Company to Sellers for such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s review; provided, however, the Member Representative’s approval shall not be required with respect to any such Tax Returnsperiods.

Filing of Tax Returns; Payment of Taxes. (i) Following With respect to each Tax Return of a Target Company covering only a Pre-Closing Date Tax Period that is required to be filed after the ClosingClosing Date (each, a “Pre-Closing Tax Return”), the Member Representative shall (i) cause such Pre-Closing Tax Return to be prepared and duly filed all (ii) deliver a copy of such Pre-Closing Tax Returns required to be filed by or with respect to the Company for all taxable years and periods ending on or before the Closing DateReturn, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser together with copies of such completed Tax Returns pertinent supporting documentation and workpapers, to Buyer for Buyer’s review and reasonable comment at least twenty 30 days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Pre-Closing Tax ReturnsReturn. The Selling Members shall Should Buyer have any comments, they must be entitled provided to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty no later than 20 days prior to the due date for filing thereofany such Pre-Closing Tax Return. The Member Representative or the Target Companies and Buyer, along as applicable, shall cause such Pre-Closing Tax Return (as revised to incorporate Buyer’s reasonable comments) to be filed timely with supporting workpapersthe appropriate Governmental Entity and shall provide a copy to each other party. At the election of the Member Representative, (x) the Buyer and the Member Representative shall promptly (but in any event not later than five days prior to the due date for payment of Taxes with respect to any Pre-Closing Tax Return) issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account a number of Common Units equal to the quotient of Member Taxes owed with respect to such Pre-Closing Tax Return (up to a maximum amount equal to the Escrow Amount) divided by the Closing Date Common Unit Value to Buyer within three days of receipt of such joint written instructions and Buyer shall pay such Tax, or (y) the Members shall promptly (but in any event not later than five days prior to the due date for payment of Taxes with respect to any such Pre-Closing Tax Return) pay an amount equal to the amount of Member Taxes owed with respect to such Pre-Closing Tax Return to Buyer. (ii) With respect to each Tax Return of a Target Company covering a Straddle Period that is required to be filed after the Closing Date (each, a “Straddle Period Tax Return”), Buyer and such Target Company shall (i) cause such Straddle Period Tax Return to be prepared and (ii) deliver a copy of such Straddle Period Tax Return to the Member Representative for the Member Representative’s review; providedreview and reasonable comment at least 30 days prior to the due date for filing any such Straddle Period Tax Return. Should Member Representative have any comments, however, they must be provided to the Buyer no later than 20 days prior to the due date for filing any such Straddle Period Tax Return. Buyer and such Target Company shall cause such Straddle Period Tax Return (as revised to incorporate the Member Representative’s approval reasonable comments) to be filed timely with the appropriate Governmental Entity and shall provide a copy to the Member Representative. At the election of the Member Representative, (x) the Buyer and the Member Representative shall promptly (but in any event not be required later than five days prior to the due date for payment of Taxes with respect to any Straddle Period Tax Return) issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account a number of Common Units equal to the quotient of Member Taxes owed with respect to such Straddle Period Tax Return (up to a maximum amount equal to the Escrow Amount), divided by the Closing Date Common Unit Value, to Buyer within three days of receipt of such joint written instructions and Buyer shall pay such Tax, or (y) the Members shall promptly (but in any event not later than five days prior to the due date for payment of Taxes with respect to any such Straddle Period Tax ReturnsReturn) pay an amount equal to the amount of Member Taxes owed with respect to such Straddle Period Tax Return to Buyer. For the avoidance of doubt, Buyer shall pay all other Taxes shown on such Straddle Period Tax Return that are not Member Taxes. (iii) In the case of Taxes that are payable with respect to any Straddle Period of the Company, for purposes of allocating such Taxes between that portion of the Straddle Period ending on or before the Closing Date (the “Pre-Closing Date Straddle Period”) and that portion of the Straddle Period beginning after the Closing Date (the “Post-Closing Date Straddle Period”), the portion of such Taxes related to the Pre-Closing Date Straddle Period will be deemed to be: (A) in the case of income Taxes, franchise and margin Taxes, Taxes measured in whole or in part by reference to gross revenues or receipts, excise, employment, gross receipts and other similar Taxes, sales and use Taxes and Taxes imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), equal to the amount that would be payable if the taxable year of the Company terminated based on an interim closing of the books as of the Closing Date, and based on accounting methods, elections and conventions that do not have the effect of distorting income and expenses; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (B) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Target Companies, equal to the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Date Straddle Period and the denominator of which is the number of days in the Straddle Period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with the past practice of the Target Companies with respect to such items, unless otherwise required by Applicable Law.

Filing of Tax Returns; Payment of Taxes. (ia) Following the ClosingThe Company shall, the Member Representative and shall cause to be prepared and duly filed the Company Subsidiaries to, timely file all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns and any other amended Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative Company shall provide Purchaser Buyer with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for PurchaserBuyer’s review; provided, however, PurchaserParent’s approval review and approval. Stockholders Representative and Buyer shall not be required attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Stockholders Representative and Buyer are unable to resolve any dispute with respect to any such Tax Returns. The Selling Members Return at least ten days prior to the due date for filing, such dispute shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date resolved pursuant to Section 6.9(b). The Selling Members 6.7.7, which resolution shall not be responsible for Taxes occurring after binding on the Closing DateParties. (iib) Following the Closing, Purchaser Buyer shall cause to be prepared and duly timely filed all Tax Returns required to be filed by or the Company and the Company Subsidiaries after the Closing Date with respect to the Company for all Taxable years and taxable periods ending after on or before the Closing DateDate and with respect to Straddle Periods and, subject to the rights of payment from the Principal Stockholders under Sections 6.7.1 and shall 6.7.2(c), pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice . (c) Notwithstanding the foregoing, subject to the limitation of the Company. Purchaser final proviso in Section 6.7.1, once the Indemnity Escrow has been exhausted or distributed, the Principal Stockholders shall provide pay to Buyer the Member Representative with copies amount of such completed Straddle Period Tax Returns at least twenty Taxes owed by the Principal Stockholders pursuant to the provisions of Section 6.7.1, as reasonably determined by Buyer’s Parent, not later than ten days prior to the due date for filing thereof, along with supporting workpapers, the payment of such Taxes on any Tax Returns that Buyer has the responsibility to cause to be filed pursuant to Section 6.7.2(b). No payment pursuant to this Section 6.7.2(c) shall excuse the Principal Stockholders from their indemnification obligations pursuant to Section 6.7.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the Member Representative’s review; providedperiods covered by such Tax Returns exceeds the amount of the Principal Stockholders’ payments under this Section 6.7.2(c). If the ultimate determination of Taxes for the periods covered by such Tax Returns results in the amount of the Principal Stockholders’ payments under this Section 6.7.2(c) exceeding the amount of Taxes owed by the Principal Stockholders pursuant to the provisions of Section 6.7.1, however, the Member Representative’s approval Buyer shall not be required with respect to promptly return any such Tax Returnsexcess to the Principal Stockholders.

Filing of Tax Returns; Payment of Taxes. (a) The Sellers shall prepare, or cause to be prepared, the following Tax Returns of Timco for any Pre-Closing Tax Period, whether required to be filed before, on or after the Closing Date (each, a “Pass-Through Return”): (i) Following any IRS Form 1120S, (ii) any IRS Form 1065, and (iii) any similar form for state and local Tax purposes due in a jurisdiction that follows the ClosingU.S. federal income tax treatment. Each Pass-Through Return shall be prepared on a basis consistent with past practice, except to the extent otherwise required by applicable Legal Requirements. At least 30 days prior to the due date (including extensions) for filing such Pass-Through Return, the Member Representative Sellers will deliver a copy of such Pass-Through Return, together with all supporting documentation and workpapers, to Buyer for its review and reasonable comment. The Sellers will cause each such Pass-Through Return (as revised to incorporate any reasonable comments received from Buyer) to be filed timely with the appropriate Governmental Authority, shall pay all Taxes owed with respect to such Pass-Through Return, and will provide a copy to Buyer. (b) Buyer shall prepare or cause to be prepared and duly filed all Tax Returns of Timco for any Pre-Closing Tax Period (other than the Pass-Through Returns) and for any Straddle Period, in each case due after the Closing Date each, a “Buyer Prepared Return”). Each Buyer Prepared Return shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Legal Requirements. At least 30 days prior to the due date (including extensions) for filing any Buyer Prepared Return (other than Buyer Prepared Return relating to sales Tax, use Tax, payroll Tax, social security or property Tax or similar Taxes, in each case a copy of which shall be provided to the Sellers by Buyer upon the Sellers’ written request), Buyer shall deliver a copy of such Buyer Prepared Return, together with all supporting documentation and workpapers, to the Sellers for its review and reasonable comment. Buyer will cause each Buyer Prepared Return (as revised to incorporate any reasonable comments received from the Sellers) to be timely filed by or and will provide a copy to the Sellers. Not later than five days prior to the due date for the payment of Taxes with respect to the Company for all taxable years and periods ending on or before the Closing Dateany Buyer Prepared Return, and Sellers shall pay or cause to be paid all to Buyer (or at the direction of Buyer) the amount of any Seller Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing DateBuyer Prepared Return. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s review; provided, however, the Member Representative’s approval shall not be required with respect to any such Tax Returns.

Filing of Tax Returns; Payment of Taxes. (ia) Following the Closing, the Member Representative Seller shall prepare and cause to be timely filed all Tax Returns with respect to taxable periods or portions thereof ending on or prior to the Closing Date required to be filed by or with respect to the Company after the Closing Date and pay or cause to be paid all Taxes shown as due from the Company thereon. All such Tax Returns that relate to a Pre-Closing Tax Period shall be prepared in a manner consistent with applicable Legal Requirement and consistent with prior practice. Seller shall provide Buyer with copies of completed drafts of the Tax Returns described in the preceding sentence at least thirty (30) days prior to the due date for filing thereof, along with supporting work papers, for Buyer's review and approval, such approval not to be unreasonably withheld. Buyer shall provide any reasonable comments within thirty (30) days of receipt of any such Tax Return or at least ten (10) days prior to the due date of such Tax Return, whichever is earlier. Seller shall consider in good faith any reasonable comments made by Buyer with respect to such Tax Return prior to filing. Buyer and Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing; provided, that, in the event that Buyer and Seller are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, such Tax Return shall be prepared and duly filed in the manner directed by Seller, and such dispute shall thereafter be resolved by the Independent Accounting Firm in accordance with the procedures set forth in Section 3.3(c), which resolution shall be binding on the parties, and, if necessary, the Tax Return shall be amended to reflect such resolution. (b) Following the Closing, Buyer shall prepare and cause to be timely filed all Tax Returns required to be filed by or with respect to the Company for all taxable years and periods ending on or before the Closing Datewith respect to a Straddle Period, and if any. Seller shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser with copies of such completed Tax Returns at least twenty Buyer no later than five (5) days prior to the due date for filing thereof, or the payment of Taxes with respect to such lesser period as may be necessary Straddle Period an amount equal to allow the Company to timely file such Tax Returns, along with supporting workpapersexcess, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect of (x) the portion of such Taxes that relates to any the portion of such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods period ending on or before the Closing Date, including as determined in accordance with Section 8.1, over (y) the portion amount of a Straddle Period any such Taxes that is deemed were included in the Closing Indebtedness and the mount of estimated payments previously made prior to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after taxable period to which the Closing Date, and shall pay or cause to be paid all Taxes shown due thereonrelate. All such Tax Returns for that relate to a Straddle Period shall be prepared in a manner consistent with applicable Legal Requirement and consistent with prior practice of the Companypractice. Purchaser Buyer shall provide the Member Representative Seller with copies of such completed Straddle Period drafts of the Tax Returns described in the preceding sentence at least twenty thirty (30) days prior to the due date for filing thereof, along with supporting workpaperswork papers, for Seller's review and approval, such approval not to be unreasonably withheld. Seller shall provide any reasonable comments within thirty (30) days of receipt of any such Tax Return or at least ten (10) days prior to the due date of such Tax Return, whichever is earlier. Buyer shall consider in good faith any reasonable comments made by Seller with respect to such Tax Return prior to filing. Seller and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing; provided, that, in the event that Seller and Buyer are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, such Tax Return shall be prepared and filed in the manner directed by Buyer, and such dispute shall thereafter be resolved by the Independent Accounting Firm in accordance with the procedures set forth in Section 3.3(c), which resolution shall be binding on the parties, and, if necessary, the Tax Return shall be amended to reflect such resolution. (c) Seller and Buyer agree with respect to certain Tax matters as follows: (A) unless otherwise required by applicable Legal Requirement, to treat all indemnification payments under this Agreement as adjustments to the Purchase Price for all relevant Tax purposes, and (B) any Tax deductions attributable to expenses borne directly or indirectly by the Company, or Seller in connection with the transactions contemplated hereby (including, for the Member Representative’s review; providedavoidance of doubt, howeverany amounts reflected in Indebtedness, Closing Net Working Capital, or Company Expenses) shall be attributed to and reflected in a taxable period (or portion thereof) ending on the Member Representative’s approval Closing Date to the maximum extent permitted under applicable Legal Requirement. Unless otherwise required by a determination as defined in Section 1313 of the Code, neither Seller nor Buyer shall take any position (and Buyer shall not be required allow the Company or any of its other Affiliates to take any position) during the course of any audit or other Tax Matter with respect to any such Taxes or Tax ReturnsReturns that is inconsistent with any election, position, or other decision that is to be made in accordance with this Section 8.2(b). (d) After the Closing Date, except with respect to Sales and Use Tax Liabilities, Buyer shall not, and shall not permit any of its Affiliates (including, after the Closing for the avoidance of doubt, the Company) to, (A) except upon Seller's written request, file, re-file, supplement, or amend any Tax Return of the Company for any Pre-Closing Tax Period, (B) voluntarily approach any taxing authority regarding any Taxes or Tax Returns of the Company that were originally due on or before the Closing Date, (C) make any Tax election, including under Section 338 of the Code (or any comparable applicable provision of state, local or foreign Tax law), with respect to the transactions contemplated by this Agreement, (D) change any method or period of accounting or make any Tax election for the Company effective on or before the Closing Date, (E) enter into any closing agreement or settle any Tax claim or assessment with respect to the Company for any Pre-Closing Tax Period, (F) surrender any right to claim a refund of Taxes of the Company for any Pre-Closing Tax Period; or (G) take any action relating to Taxes or that could create a Tax liability on the Closing Date (other than as expressly contemplated by this Agreement.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative Seller shall cause the Company and Subsidiaries to be prepared and duly filed timely file (including extensions) all Tax Returns required to be filed by them on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with prior practice unless otherwise required by law; provided that the Company’s prior practiceincome Tax Return of Xxxxxxx Bank for the taxable year ended December 31, 2004, may modify past practice regarding determination of the Utah receipts factor if such modification is not reasonably anticipated to increase the Tax liability of Xxxxxxx Bank for taxable periods after the Closing Date. The Member Representative Seller shall provide Purchaser Buyer with copies of such completed Tax Returns at least twenty days prior to on the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, thereof (including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(bextensions). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closingclosing, Purchaser Buyer shall cause to be prepared and duly timely filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending the Subsidiaries after the Closing Date, Date for taxable periods (or portions thereof) ending on the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. All ; provided, that (A) such Tax Returns for a Straddle Period shall be prepared in a manner that is consistent with prior practice the past practices and positions of the Company. Purchaser shall provide the Member Representative with copies of Company and its Subsidiaries, (B) such completed Straddle Period Tax Returns at least twenty days prior shall be provided to Seller in draft form for review no later than 15 Business Days before filing, (C) within 5 Business Days of receiving such Tax Returns Seller shall have an opportunity to object to any positions taken on such Tax Returns that could reasonably be likely to impact in any material respect Seller’s indemnification obligation, (D) if Seller so objects then the due date parties shall reasonably consult as to such positions, and (E) if Seller and Buyer cannot agree on the proper manner for filing thereof, along with supporting workpapers, for the Member Representative’s review; provided, however, the Member Representative’s approval shall not be required reporting with respect to any such positions, then Seller’s position shall be reflected on such Tax Returns as filed unless prior to filing Buyer provides Seller with a written opinion of its tax counsel or accountants confirming that there is no reasonable basis under then current law for such Tax positions on such Tax Returns. (iii) Buyer shall not file, or cause to be filed, any amended Tax Return for the Company or any of its Subsidiaries for any taxable period or portion thereof ending on or before the Closing Date without the written consent of Seller, which consent Seller shall not unreasonably withhold or delay, if the likely effect of such amended Tax Return would be to increase the Seller’s indemnification obligation. Without limiting Seller’s right to withhold its consent reasonably, Seller will be deemed to have reasonably withheld its consent to the filing of any amended Tax Return if it provides Buyer a written opinion that there was substantial authority for the positions taken on the Tax Return that Buyer is seeking to amend. (iv) To the extent that the Seller has an indemnification obligation under Section 8.2(a) with respect to taxes reflected on Tax Returns which Buyer shall cause to be filed, Buyer shall not grant an extension of any applicable statute of limitations for assessment or collection of Taxes, without the Seller’s consent, which consent shall not be unreasonably withheld.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative Seller shall cause the Company to be prepared and duly filed timely file all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. Seller shall prepare or cause to be prepared and timely file or cause to be timely filed all IRS Forms 1120-S, U.S. Income Tax Return for an S Corporation (and any comparable state or local Tax Return), of the Company for all taxable periods ending on or before the Closing Date and shall pay, or cause to be paid, any Taxes shown due thereon. Seller shall cause all items of income, gain, loss, deduction and credit or other Tax items required to be included in a Tax Return (“Tax Items”) recognized by the Company to be allocated for federal income Tax purposes (and any applicable state or local Tax purposes) between the portion of the taxable period in which the Closing occurs during which the Company is an S corporation under Section 1361(a) of the Code (and any comparable state or local Tax Laws) and the remainder of the taxable period in which the Closing occurs based on an interim closing of the books as of the close of business on the last day during which the Company is an S corporation. All such Tax Returns described in this Section 9.5(b)(i) shall be prepared in a manner consistent with the Company’s prior past tax accounting practice. The Member Representative Seller shall cause the Company to provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii20) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with all supporting workpapers, for Purchaser’s review and approval. Seller and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the Member Representative’s review; provided, however, due date for filing. In the Member Representative’s approval shall not be required event that Seller and Purchaser are unable to resolve any dispute with respect to any such Tax ReturnsReturn at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 9.5(f), which resolution shall be binding on the parties. (ii) Except as provided in Section 9.5(b)(i), following the Closing, Purchaser shall cause to be timely filed all Tax Returns required to be filed by the Company after the Closing Date and, subject to the rights to payment from Seller under Section 9.5(b)(iii), pay or cause to be paid all Taxes shown due thereon. (iii) Not later than thirty (30) days prior to the due date for the payment of Taxes on any Tax Returns which Purchaser has the responsibility to cause to be filed pursuant to Section 9.5(b)(ii), Seller shall pay to Purchaser the amount of Taxes, as reasonably determined by Purchaser, owed by Seller pursuant to the provisions of Section 9.5(a). No payment pursuant to this Section 9.5(b)(iii) shall excuse Seller from its indemnification obligations pursuant to Section 9.5(a) and payment obligations pursuant to Section 9.5(g) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of Seller’s payment under this Section 9.5(b)(iii).

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative The Seller shall prepare or cause to be prepared prepared, and duly filed file or cause to be filed, all Tax Returns required to be filed by of the Company (A) due on or with respect prior to the Company for all taxable years Closing Date and periods ending on or before (B) due after the Closing DateDate that relate to a Pre-Closing Tax Period (other than any Tax Return relating to a Straddle Tax Period as provided in Section 7.6(b)(ii)), and the Seller shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the past practice of the Company’s prior practiceTax Return preparation in the Ordinary Course of Business, except as otherwise required by Law. The Member Representative Seller shall provide Purchaser the Buyer with copies of such completed drafts of any Income Tax Returns prepared pursuant to this Section 7.6(b)(i) (including, for the avoidance of doubt, any such Income Tax Return to be filed between the date of this Agreement and the Closing Date) at least twenty days fifteen (15) Business Days prior to the due date for filing thereof, or and such lesser period as may be necessary other material Tax Returns at least three (3) Business Days prior to allow the Company to timely file such Tax Returnsdue date for filing thereof, along with supporting workpapers, if anywork papers, for Purchaserthe Buyer’s review; providedreview and approval, howeversuch approval not to be unreasonably withheld, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on delayed or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Dateconditioned. (ii) Following After the Closing, Purchaser the Buyer shall prepare, or cause to be prepared prepared, and duly filed the Company shall file or cause to be filed, all Tax Returns required of the Company relating to be filed by or with respect a Straddle Tax Period, and, subject to the rights to payment from the Seller pursuant to this Section 7.6(b)(ii), the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior the past practice of the Company’s Tax Return preparation in the Ordinary Course of Business, except as otherwise required by Law. Purchaser The Buyer shall provide the Member Representative Seller with copies of completed drafts of Income Tax Returns prepared pursuant to this Section 7.6(b)(ii) at least fifteen (15) Business Days prior to the due date for filing thereof, and such completed Straddle Period other Tax Returns at least twenty days three (3) Business Days prior to the due date for filing thereof, along with supporting workpaperswork papers, for the Member RepresentativeSeller’s review; providedreview and approval, howeversuch approval not to be unreasonably withheld, delayed or conditioned. Promptly, but in no event later than thirty (30) days following the Member Representative’s approval shall not be required due date for the payment of Taxes with respect to any Tax Return that the Buyer has the responsibility to prepare pursuant to this Section 7.6(b)(ii), the Seller or Parent shall pay or cause to be paid to the Buyer the amount of any Liability for Taxes shown on such Tax ReturnsReturns prepared by Buyer and owed by the Seller or Parent pursuant to the provisions of Section 7.6(a). No payment pursuant to this Section 7.6(b)(ii) shall excuse the Seller or Parent from their indemnification obligations pursuant to Section 7.6(a) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of the Seller’s payment under this Section 7.6(b)(ii).

Filing of Tax Returns; Payment of Taxes. (iA) Following the Closing, the Member Representative Sellers shall cause each Company to be prepared and duly filed timely file all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative Sellers shall provide Purchaser Buyer with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if anyfor Buyer’s review and approval, such approval not to be unreasonably withheld or delayed. (B) Buyer will be responsible for Purchaser’s reviewthe preparation and filing of all Tax Returns in respect of the Purchased Assets and the Companies which are due after the Closing Date (other than for Taxes with respect to periods for which the consolidated, unitary, and combined Tax Returns of Sellers will include the operations of any of the Companies or the Purchased Assets); provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to that, for any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible Return for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause for which Buyer is to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Dateindemnified under Section 6(e)(i), and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser Buyer shall provide the Member Representative Sellers with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s review; providedSellers’ review and approval, howeversuch approval not to be unreasonably withheld or delayed. Subject to the rights to payment from the Sellers under paragraph (C) below, the Member Representative’s approval shall not be Buyer will make all payments required with respect to any such Tax ReturnsReturn. (C) In the event of any disagreement between the Sellers and Buyer with respect to any Tax Return for which the other party has the right of review and approval (as described in paragraphs (A) and (B) above), the Sellers and Buyer shall attempt in good faith to resolve any such disagreement regarding such Tax Return prior to the due date for filing. In the event that the Sellers and Buyer are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 6(e)(xi), which resolution shall be binding on the parties. (D) Not later than five days prior to the due date for the payment of Taxes on any Tax Returns which Buyer has the responsibility to cause to be filed pursuant to paragraph (B) above, the Sellers shall pay to Buyer the amount of Taxes as reasonably determined by Buyer, owed by the Sellers pursuant to the provisions of Section 6(e)(iv) and Section 6(e)(v). No payment pursuant to this paragraph (D) shall excuse the Sellers from their indemnification obligations pursuant to Section 6(e)(i) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of the Sellers’ payment under this paragraph (D).

Filing of Tax Returns; Payment of Taxes. (ia) Following From and after the ClosingClosing Date, the Member Representative Surviving Corporation shall cause to be timely prepared and duly filed with the appropriate Governmental Authority all Tax Returns of the Company for all Pre-Closing Tax Periods that are required to be filed by or with respect to the Company for all taxable years and periods ending on or before the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before after the Closing Date, including for those jurisdictions and Governmental Authorities that permit or require a short period Tax Return for the portion of a Straddle Period that is deemed to end period ending on the Closing Date pursuant to Section 6.9(b)Date. The Selling Members shall not Except as otherwise may be responsible for Taxes occurring after approved by the Closing Date. (ii) Following the ClosingShareholder Representative in its sole discretion, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a any Pre-Closing Tax Period or Straddle Period shall must be prepared (i) in a manner accordance with applicable Law and (ii) consistent with prior practice the past practices of the CompanyCompany or the applicable Company Subsidiary except as otherwise required by applicable Law. Purchaser The Shareholder Representative shall provide cooperate fully and promptly in connection with the Member Representative with copies preparation and filing of such completed Tax Returns, subject to the provisions of Section 11.01(b). (b) The Shareholder Representative will be given a reasonable opportunity, and in no event less than fifteen (15) Business Days, to review, comment upon, and approve any Tax Returns which relate to a Pre-Closing Tax Period or the Straddle Period or which could reasonably be expected to affect the Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s review; provided, however, the Member Representative’s approval shall not be required liability of a Company Shareholder (including any indemnification obligation with respect to Taxes pursuant this Agreement), such approval not to be unreasonably withheld, conditioned or delayed. (c) None of Parent or any such of its Affiliates may (or after the Closing, may cause or permit the Company or the Company Subsidiaries to) amend, refile or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax ReturnsReturn relating in whole or in part to the Company or the Company Subsidiaries that relates to any Pre-Closing Tax Period except as otherwise required by applicable Law.

Filing of Tax Returns; Payment of Taxes. (i) Following Seller shall timely file all Tax Returns for taxable periods ending on or prior to the ClosingClosing Date that are required to be filed after the Closing Date (taking into account any extensions) and shall pay or cause to be paid all Taxes due thereon, except that Purchaser shall pay such Taxes to the Member Representative extent that such Taxes are taken into account in the determination of the Closing Working Capital. Unless otherwise required by applicable Law, all such Tax Returns (including, for purposes of this Section 8.6 , any amendments thereto) shall be prepared in a manner consistent with prior practice of the Companies. Seller shall provide Purchaser with copies of such completed Tax Returns at least thirty (30) days prior to the due date for filing thereof (or if a Tax Return is due within 45 days after the Closing Date, as soon as practical after the Closing Date), along with supporting work papers, for Purchaser’s review and approval. Seller and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Seller and Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, such dispute shall be resolved by the Arbiter in accordance with Section 8.6(d), which resolution shall be binding on the parties. (ii) Except as otherwise provided in Section 8.6(a)(i), Purchaser shall cause to be prepared and duly timely filed all Tax Returns required to be filed by or each Company after the Closing Date with respect to the Company for all taxable years and periods ending on or before after the Closing Date, and including any Straddle Periods, and, subject to the rights to payment from Seller under Section 8.6(a)(iii), Purchaser shall pay or cause to be paid all Taxes shown due thereon. All Unless otherwise required by applicable Law, all such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the CompanyCompanies. The Purchaser shall provide the Member Representative Seller with copies of such completed Straddle Period Tax Returns for any Straddle Periods, at least twenty thirty (30) days prior to the due date for filing thereofthereof (or if a Tax Return is due within 45 days after the Closing Date, as soon as practical after the Closing Date), along with supporting workpaperswork papers, for Seller’s review and approval. Seller and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the Member Representative’s review; provided, however, due date for filing. In the Member Representative’s approval shall not be required event that Seller and Purchaser are unable to resolve any dispute with respect to any such Tax ReturnsReturn at least ten (10) days prior to the due date for filing, such dispute shall be resolved by the Arbiter in accordance with Section 8.6(d), which resolution shall be binding on the parties. (iii) Not later than three (3) days prior to the due date for the payment of Taxes on any Tax Returns which Purchaser has the responsibility to cause to be filed pursuant to Section 8.6(a)(ii), Seller shall pay to Purchaser the amount of Taxes due with respect to such Tax Returns (and in the case of a Straddle Period, allocable to the portion of the period ending on the Closing Date in accordance with Section 8.6(b)), that are allocable to the period prior to and including the Closing Date, except to the extent that such Taxes are taken into account in the determination of the Closing Working Capital.

Filing of Tax Returns; Payment of Taxes. (i) Following the ClosingSubject to Section 8.15(b)(ii), the Member Representative Buyer shall prepare or cause to be prepared and duly filed all Tax Returns of each Acquired Company required to be filed by or with respect to after the Company Closing Date for all taxable years Pre-Closing Tax Periods, Pre-Effective Time Tax Periods, Straddle Income Tax Periods and periods ending on or before the Closing Date, and shall pay or cause to be paid all Taxes shown due thereonStraddle Non-Income Tax Periods. All such Such Tax Returns shall be prepared in on a manner basis consistent with past practice except to the Company’s prior practiceextent otherwise required by applicable Law. The Member Representative Buyer shall provide Purchaser with copies deliver a copy of such completed Tax Return, together with all supporting documentation and workpapers, to the Seller for its review not later than forty-five (45) days before the date on which the Tax Return is due to be filed (taking into account any valid extensions) (the “Due Date”) (or, in the case of ad valorem property Taxes, within thirty (30) days of receipt of the xxxx for such ad valorem property Taxes) or, in the case of any such Tax Returns at least twenty due within sixty (60) days after the Closing Date, as soon as reasonably practicable. Buyer shall not file such Tax Return or cause such Tax Return to be filed until the earlier of either the receipt of written notice from Seller indicating Seller’s consent thereto, or the Due Date. If Seller disputes any item on such Tax Return, the Seller shall notify Buyer of such disputed item (or items) and the basis for its objection. The Parties shall act in good faith to resolve any such dispute prior to the date on which such Tax Return is required to be filed. If the Parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Seller and Buyer. The fees and expenses of such accounting firm shall be borne equally by Seller and Buyer. The Buyer will cause such Tax Return to be timely filed and will provide a copy to the Seller. Not later than five days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required payment of Taxes with respect to any Tax Return for a Pre-Closing Tax Period, Pre-Effective Time Tax Period, Straddle Income Tax Period or Straddle Non-Income Tax Period, the Seller shall pay to the Buyer the amount of any Seller Taxes with respect to such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing DateReturn. (ii) Following the Closing, Purchaser shall cause With respect to be prepared and duly filed all each Tax Returns Return relating to Income Taxes that is required to be filed after the Closing Date for, by or with respect to any consolidated, combined or unitary group of which either Acquired Company is a member (but the parent thereof is not an Acquired Company), Seller shall cause such Tax Return to be prepared and shall cause such Tax Return to be timely filed with the appropriate Governmental Authority and pay timely the amount of Taxes shown to be due on such Tax Return. Such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. (iii) Whenever it is necessary for purposes of this Agreement to determine the portion of any Taxes of or with respect to either Acquired Company for all Taxable years a Straddle Income Tax Period which is allocable to the Pre-Closing Tax Period or the Post-Closing Tax Period or for a Straddle Non-Income Tax Period which is allocable to the Pre-Effective Time Tax Period or the Post-Effective Time Tax Period, as the case may be, the determination shall be made as if each Acquired Company was not a member of Seller’s consolidated, affiliated, combined or unitary group for Tax purposes. Any Income Taxes attributable to a Straddle Income Tax Period will be allocated between the Pre-Closing Tax Period and periods ending after the Post-Closing Tax Period based on an interim closing of the books (such Taxes allocable to the Pre-Closing Tax Period being determined as if such taxable period ended as of the Closing Date, and shall pay or cause ). Any Non-Income Taxes attributable to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Non-Income Tax Period will be allocated between the Pre-Effective Time Tax Period and the Post-Effective Time Tax Period based upon the number of days in the applicable period falling on or before, or after, November 30, 2012. To the extent necessary, Seller shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date estimate Taxes based on Seller’s liability for filing thereof, along with supporting workpapers, for the Member Representative’s review; provided, however, the Member Representative’s approval shall not be required Taxes with respect to the same or similar Tax item in the immediately preceding taxable period. Notwithstanding anything to the contrary herein, (i) any franchise Tax paid or payable with respect to either Acquired Company shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax, (ii) any ad valorem or property Taxes paid or payable with respect to the Assets shall be allocated to the taxable period applicable to the ownership of the Assets regardless of when such Taxes are assessed and (iii) any severance, production and similar Taxes based upon or measured by the quantity of or the value of the production of Hydrocarbons shall be apportioned between Seller and Buyer based on the number of units or value of production actually produced and subject to Tax, as applicable, on or before, and after, November 30, 2012 and any such Tax ReturnsTaxes shall be deemed attributable to the period during which the relevant production occurred.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative The Company shall cause to be prepared prepare and duly filed timely file all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereonthereon for which the Company is or may be liable. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative Company shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii20) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member RepresentativePurchaser’s review; provided, however, the Member Representative’s review and approval (which shall not be required unreasonably withheld). The Selling Stockholders and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Selling Stockholders and the Purchaser are unable to resolve any dispute with respect to any such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.5(g), which resolution shall be binding on the parties. (ii) Subject to Section 8.5(c)(iv), following the Closing, Purchaser shall cause to be timely filed all Tax Returns required to be filed by the Company after the Closing Date and, subject to the rights to payment from the Selling Stockholders under Section 8.5(c)(iii), pay or cause to be paid all Taxes shown due thereon (iii) Not later than ten (10) days prior to the due date for the payment of Taxes on any Tax Returns which Purchaser has the responsibility to cause to be filed pursuant to Section 8.5(c)(ii), the Selling Stockholders shall pay to Purchaser or the applicable Governmental Body the amount of Taxes, as reasonably determined by Purchaser, owed by the Selling Stockholders pursuant to the provisions of Section 8.5(a). No payment pursuant to this Section 8.5(c)(iii) shall excuse the Selling Stockholders from its indemnification obligations pursuant to Section 8.5(a) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of the Selling Stockholders’ payment under this Section 8.5(c)(iii). (iv) Notwithstanding any other provision of this Section 8.5, the Selling Stockholders shall be responsible for the preparation and filing of the Company’s Form 1120S and related state returns for the tax period ending on the Closing Date (the “Short Year Returns”). Not later than thirty (30) days prior to the due date for filing of the Short Year Returns, the Stockholder Representative shall provide Purchaser with a copy of each Short Year Return. The Selling Stockholders shall cause such changes to be made in each of the Short Year Returns as Purchaser may reasonably request, and shall not file such Short Year Returns without Purchaser’s approval (which shall not be unreasonably withheld, conditioned, or delayed).

Filing of Tax Returns; Payment of Taxes. (i) Following the ClosingSeller shall prepare and file, the Member Representative shall or cause to be prepared and duly filed, all Tax Returns of Seller required to be filed (after giving effect to any valid extension of time in which to make such filings) prior to the Closing Date and shall pay or cause to be paid, on or before the applicable due date(s) therefor, all Taxes shown to be due and payable on such Tax Returns. (A) Seller shall prepare or cause to be prepared, for Pre-Acquisition Taxable Periods and for any Straddle Periods, all Tax Returns required to be filed by or with respect Seller and (after giving effect to the Company for all taxable years and periods ending any valid extensions) which are not required to be filed on or before prior to the Closing Date. The books and records of Seller will be maintained, and the federal, state and other income Tax Returns of Seller will be filed, so as to properly reflect the operations of Seller through the end of the Closing Date. (B) Seller shall file or cause to be filed all Tax Returns to which this Section 4.7(b)(ii) applies and shall pay or cause to be paid paid, on or before the applicable due date(s) therefor, all Taxes shown due thereon. All on such Tax Returns shall to be prepared in a manner consistent with due and payable. (C) On or before the Company’s prior practice. The Member Representative shall provide Purchaser with copies of such completed Tax Returns at least twenty date that is ten (10) days prior to Seller's filing of a Tax Return for a Straddle Period with respect to which Buyer is obligated to pay a Buyer Tax Liability in accordance with the due date provisions of Section 4.7(a), Seller shall furnish a copy of such Tax return to Buyer together with a notice (the "BUYER TAX LIABILITY Notice") setting forth Seller's calculation of the Buyer Tax Liability for filing thereof, or such lesser period Straddle Period and specifying such information as may be reasonably necessary for Buyer to allow review the Company accuracy of such calculation. If Buyer has no dispute with respect to timely file Seller's calculation of the Buyer Tax Liability for such Straddle Period, Buyer shall pay to Seller the full amount of such Buyer Tax ReturnsLiability within five (5) days following Buyer's receipt of such Buyer Tax Liability Notice. If Buyer disputes in good faith its obligation hereunder to pay all or any portion of the Buyer Tax Liability as calculated by Seller, along with supporting workpapers, Buyer shall pay the undisputed portion (if any) to Seller within five (5) days of Buyer's receipt of the Buyer Tax Liability Notice, for Purchaser’s review; and the dispute with respect to the balance shall be resolved pursuant to arbitration in accordance with Section 7.13, provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members nothing herein shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on preclude Buyer from paying the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice full amount of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s review; provided, however, the Member Representative’s approval shall not be required with respect to any such Tax Returns.the

Filing of Tax Returns; Payment of Taxes. (ia) Following the ClosingThe Company shall, the Member Representative and shall cause to be prepared and duly filed the Company Subsidiaries to, timely file all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns and any other amended Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative Company shall provide Purchaser Buyer with copies of such completed Tax Returns at least twenty 20 days prior to the filing thereof, along with supporting workpapers, for Buyer’s Parent’s review and approval. Shareholders Representative and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. If Shareholders Representative and Buyer are unable to resolve any dispute with respect to such Tax Return at least 10 days prior to the due date for filing thereoffiling, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members dispute shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date resolved pursuant to Section 6.9(b). The Selling Members 6.7.7, which resolution shall not be responsible for Taxes occurring after binding on the Closing DateParties. (iib) Following the Closing, Purchaser Buyer shall cause to be prepared and duly timely filed all Tax Returns required to be filed by or the Company and the Company Subsidiaries after the Closing Date with respect to the Company for all Taxable years and taxable periods ending after on or before the Closing DateDate and with respect to Straddle Periods and, subject to the rights of payment from the Principal Shareholders under Sections 6.7.1 and shall 6.7.2(c), pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice . (c) Notwithstanding the foregoing, subject to the limitation of the Company. Purchaser final proviso in Section 6.7.1, if the Indemnity Escrow has been exhausted or distributed, each Principal Shareholder shall provide pay to Buyer such Principal Shareholder’s Pro Rata Share of the Member Representative with copies amount of such completed Straddle Period Tax Returns at least twenty Taxes owed pursuant to Section 6.7.1, as reasonably determined by Buyer’s Parent, not later than 10 days prior to the due date for filing thereof, along with supporting workpapers, the payment of such Taxes on any Tax Returns that Buyer has the responsibility to cause to be filed pursuant to Section 6.7.2(b). No payment pursuant to this Section 6.7.2(c) shall excuse the Principal Shareholders from their indemnification obligations pursuant to Section 6.7.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the Member Representative’s review; providedperiods covered by such Tax Returns exceeds the amount of the Principal Shareholders’ payments under this Section 6.7.2(c). If the ultimate determination of Taxes for the periods covered by such Tax Returns results in the amount of the Principal Shareholders’ payments under this Section 6.7.2(c) exceeding the amount of Taxes owed by the Principal Shareholders pursuant to Section 6.7.1, however, the Member Representative’s approval Buyer shall not be required with respect to promptly return any such Tax Returnsexcess to the Principal Shareholders.

Filing of Tax Returns; Payment of Taxes. (i) Following Sellers and the Closing, the Member Representative Acquired Subsidiaries shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all taxable years and periods ending on or before the Closing Date, and shall pay file or cause to be paid all Taxes shown due thereon. All such filed, (A) the Tax Returns shall be prepared in a manner consistent with of the Company’s prior practice. The Member Representative shall provide Purchaser with copies Acquired Subsidiaries or their Affiliates for the taxable periods of such completed Tax Returns at least twenty days the Acquired Subsidiaries ending on or prior to the Effective Time and shall pay any and all Taxes due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all All Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period described in this Section 9.6(b)(i) shall be prepared in a manner consistent with prior practice of the Companypractice. Purchaser Sellers shall provide the Member Representative Purchasers with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for Purchasers’ review and approval. Shareholder and Purchasers shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the Member Representative’s review; provided, however, due date for filing. In the Member Representative’s approval shall not be required event that Shareholder and Purchasers are unable to resolve any dispute with respect to any such Tax ReturnsReturn at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 9.6(e), which resolution shall be binding on the parties. (ii) Following the Closing, Purchasers shall cause to be timely filed all Tax Returns (other than those Tax Returns described in Section 9.6(b)(i)) required to be filed by the Acquired Subsidiaries after the Closing Date and, subject to the right to payment from Shareholder and Sellers under Section 9.6(b)(iii), pay or cause to be paid all Taxes shown due thereon. (iii) Not later than ten days prior to the due date for the payment of Taxes on any Tax Returns which Purchasers have the responsibility to cause to be filed pursuant to Section 9.6(b)(ii), Shareholder and Sellers shall pay to Purchasers the amount of Taxes, as reasonably determined by Purchasers, owed by Shareholder and Sellers pursuant to the provisions of Section 9.6(a). No payment pursuant to this Section 9.6(b)(iii) shall excuse Shareholder and Sellers from their indemnification obligations pursuant to Section 9.6(a) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of the Shareholder’s and Sellers’ payment under this Section 9.6(b)(iii).

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative The Company shall (and shall cause to be prepared and duly filed the Subsidiaries to) timely file (including with timely extensions) all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practicepractice and Tax elections. The Member Representative Company shall provide Purchaser the Owners with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s review; provided, however, Owners’ review and approval. The Company and the Member Representative’s approval Owners shall not be required attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Company and the Owners are unable to resolve any dispute with respect to any such Tax ReturnsReturns at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 9.6(f), which resolution shall be binding on the parties. (ii) Following the Closing, the Owners shall cause to be timely filed all Tax Returns with respect to pre-closing tax periods, including any Straddle Period required to be filed by the Company and the Subsidiaries after the Closing Date (including for any Straddle Period) and pay or cause to be paid all Taxes shown due thereon. The Owners shall provide the Stockholders Representative with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Owners’ review and approval. All Tax Returns shall be prepared and filed in a manner consistent with past practices and Tax elections. The Company and the Owners shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Company and the Owners are unable to resolve any dispute with respect to such Tax Returns at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 9.6(f), which resolution shall be binding on the parties.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative The Seller shall prepare and file (or cause to be prepared and duly filed filed) all Tax Returns that are required to be filed by or (x) after the Closing Date with respect to the Company for all taxable years and periods any Tax period ending on or before the Closing Date, Date (“Final Year Tax Returns”) or (y) prior to the Closing Date (“Unfiled Prior Year Tax Returns”) and shall pay or cause to be paid all Taxes shown due thereon. All with respect to such Tax Returns Returns. Such Tax Returns, shall be prepared in on a manner basis consistent with past practices except to the Company’s prior practice. The Member Representative extent otherwise required by applicable Laws; provided, that the Seller shall provide the Purchaser with copies of such completed draft Final Year Tax Returns and Unfiled Prior Year Tax Returns at least twenty thirty (30) days prior to the due date for filing thereof, such Tax Returns for the Purchaser’s review and comment. If Holdings or one of its Subsidiaries has overpaid any Taxes with respect to such lesser period as may be necessary to allow the Company to timely file such Unfiled Prior Year Tax Returns or Final Year Tax Returns, along with supporting workpapersHoldings or such Subsidiary, if anyas the case may be, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any designate that such Tax Returns. The Selling Members overpayment shall be entitled refunded to any Tax refunds related it and Holdings or such Subsidiary, as the case may be, shall pay the amount of such overpayment to taxable years and periods ending on the Seller within three (3) Business Days after Holdings or before such Subsidiary, as the Closing Datecase may be, including has received a refund of such overpayment from the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing DateTaxing Authority. (ii) Following the Closing, The Purchaser shall prepare or cause to be prepared prepared, and duly filed shall file or cause to be filed, all Tax Returns required to be filed by for or with respect to the Company Holdings and each of its Subsidiaries for all Taxable years and periods Tax Periods ending after the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All with respect to such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of Returns; provided, that the Company. Purchaser shall provide the Member Representative Seller with copies of such completed draft Tax Returns for Holdings or its Subsidiaries required to be filed for any Straddle Period (“Straddle Period Tax Returns Returns”) relating to the Pre-Closing Tax Period at least twenty thirty (30) days prior to the due date for filing thereof, along with supporting workpapers, such Straddle Period Tax Returns for the Member RepresentativeSeller’s review; provided, however, review and comment. The Seller shall pay to Purchaser the Member Representative’s approval shall not be required amount due with respect to any Straddle Period Tax Returns relating to the Pre-Closing Tax Period, not later than ten (10) Business Days prior to the applicable due date for such Taxes. If the Seller objects to any amount owed on any such Straddle Period Tax Return with respect to a Pre-Closing Tax Period, the Seller shall, as promptly as practicable, notify Purchaser in writing that it so objects, specifying with particularity any such objection and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, the Seller and the Purchaser shall negotiate in good faith to resolve their disagreement. If the Seller and the Purchaser have not resolved their disagreement within fifteen (15) Business Days after receipt by the Purchaser of such notice, they shall refer the matter for resolution to the Independent Accountant, the decision of which shall be binding on the Purchaser, the Seller, Holdings and its Subsidiaries. The costs, fees and expenses of the Independent Accountant shall be borne by (i) the Seller if the net resolution of the disputed items favors the Purchaser, (ii) the Purchaser if the net resolution of the disputed items favors the Seller and (iii) otherwise equally by the Purchaser, on the one hand, and the Seller on the other hand. If the Independent Accountant is unable to make a determination with respect to any disputed item prior to the due date (including extensions) for filing of the Tax Return in question, the Purchaser may file such Tax ReturnsReturn. Notwithstanding the filing of such Tax Return, the Independent Accountant shall make a determination with respect to any disputed issue and appropriate adjustments shall be made to reflect such determination not later than ten (10) Business Days after such decision has been rendered.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative Lead Stockholder shall cause Seller to file a Form 1120- S (and the equivalent Tax form for state and local Tax purpose) of the Tax period that includes the Closing Date and each Stockholder shall pay any Taxes in a manner consistent with the amounts shown on its Schedule K-1 to the Seller’s Form 1120-S. Purchaser shall cause each XXXX Entity to prepare and file or cause to be prepared and duly filed all Tax Returns that are required to be filed by or with respect to any XXXX Entity with respect to entity-level Taxes with respect to any Pre-Closing Tax Periods (“Pre-Closing Tax Period Returns”) and, subject to the Company rights to payment from the Stockholders under Section 8.7(b), each XXXX Entity that is obligated for all taxable years and periods ending the payment of any Taxes shown on or before the Closing Date, and such Tax Returns shall pay or cause to be paid all any Taxes shown as due thereon. All such The Seller’s Form 1120-S of the Tax period that includes the Closing Date and other Tax Returns relate to a Pre-Closing Tax Period ending on or before the Closing Date shall be prepared in a manner consistent with XXXX’x past practice, except as otherwise required by applicable Law at a more likely than not level of confidence and in accordance with the Company’s prior practiceallocation principles set forth in Schedule 8.6 to this Agreement. The Member Representative Purchaser shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to prepare any Tax refunds related to taxable years and periods Return of a XXXX Entity that includes a Pre-Closing Tax Period ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice the XXXX Entity’s past practice, except as otherwise required by applicable Law at a more likely than not level of the Companyconfidence. The Purchaser shall provide cause the Member Representative with copies XXXX Entity to furnish a draft copy of such completed Straddle any Pre-Closing Tax Period Returns (which, in the case of any Pre-Closing Tax Period Returns at least twenty other than income, franchise, or gross receipts Pre-Closing Tax Period Returns shall only include Pre-Closing Tax Period Returns for which the Stockholders’ aggregate liability under this Agreement exceeds $10,000) to Lead Stockholder for his review and approval (not to be unreasonably withheld, conditioned or delayed) not later than 30 days prior to before the due date for filing such Pre-Closing Tax Period Returns (including extensions thereof) in the case of any income, along with supporting workpapersfranchise or gross receipts Tax Return or as soon as practicable in the case of any other Pre- Closing Tax Period Return. The Lead Stockholder shall provide any comments no later than the earlier of (i) 15 days after receiving such Pre-Closing Tax Period Returns, for or (ii) in the Member Representative’s review; providedevent the due date of such Pre-Closing Tax Period Return is less than 15 days after the Lead Stockholder receives such Pre-Closing Tax Period Return, howeverthen within 5 days of receiving such Pre-Closing Tax Period Returns. If the Lead Stockholder fails to provide comments within the time periods in the immediately preceding sentence, the Member Representative’s approval shall not be required with respect to any such Tax Returns.the

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative The Company shall cause to be prepared and duly filed timely file all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with prior practice; provided, however, that the Company shall not make any election pursuant to Code Section 59(e) to capitalize any “qualified expenditures” as defined in such Section on the Company’s prior practicefederal income tax return and any applicable state and local income tax returns for the period ending December 31, 2009 and any other periods ending after December 31, 2009 and on or before the Closing Date. The Member Representative Company shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s review and approval (such approval not to be unreasonably withheld or delayed). The Sellers’ Representatives and Purchaser shall not be required attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Sellers’ Representatives and the Purchaser are unable to resolve any dispute with respect to any such Tax Returns. The Selling Members Return at least ten days prior to the due date for filing, such dispute shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date resolved pursuant to Section 6.9(b). The Selling Members 8.5 (f) which resolution shall not be responsible for Taxes occurring after binding on the Closing Dateparties. (ii) Following the Closing, Purchaser shall cause to be prepared and duly timely filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing DateDate and, and shall subject to the rights to payment from the Sellers under Section 8.5 (b) (iii), pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty . (iii) Not later than ten days prior to the due date for filing thereofthe payment of Taxes on any Tax Returns which Purchaser has the responsibility to cause to be filed pursuant to Section 8.5 (b) (ii), along with supporting workpapersthe Sellers shall pay to Purchaser the amount of Taxes, as reasonably determined by Purchaser, owed by the Sellers pursuant to the provisions of Section 8.5. No DAL:0506861/00010:1931463v15 payment pursuant to this Section 8.5 (b) (iii) shall excuse the Sellers from their indemnification obligations pursuant to Section 8.5 if the amount of Taxes as ultimately determined (on audit or otherwise) for the Member Representative’s review; provided, however, the Member Representative’s approval shall not be required with respect to any periods covered by such Tax ReturnsReturns exceeds the amount of the Sellers’ payment under this Section 8.5 (b) (iii).

Filing of Tax Returns; Payment of Taxes. The Company shall (i) Following the Closing, the Member Representative and shall cause to be prepared and duly filed the Subsidiaries to) timely file all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in all material respects in a manner consistent with the Company’s prior practice. The Member Representative Company shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii20) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for Purchaser’s review and approval. The Selling Stockholders and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the Member Representative’s reviewdue date for filing. In the event that the Selling Stockholders and the Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.5(g), which resolution shall be binding on the parties. · Following the Closing, Purchaser shall cause to be timely filed all Tax Returns required to be filed by the Company and the Subsidiaries after the Closing Date and, subject to the rights to payment from the Selling Stockholders under Section 8.5(c)(iii), pay or cause to be paid all Taxes shown due thereon; provided that, if an applicable Tax Return sets forth Taxes for which the Selling Stockholders are responsible (including, without limitation, as an indemnification obligation under this Section 8.5) then Purchaser shall provide a copy of such Tax Return to the Stockholder Representative at least ten (10) days prior to filing and shall negotiate in good faith with the Stockholder Representative concerning any reasonable adjustments thereto. · Not later than ten (10) days prior to the due date for the payment of Taxes on any Tax Returns which Purchaser has the responsibility to cause to be filed pursuant to Section 8.5(c)(ii), the Selling Stockholders shall pay to Purchaser or the applicable Governmental Body the amount of Taxes, as reasonably determined by Purchaser, owed by the Selling Stockholders pursuant to the provisions of Section 8.5(a). No payment pursuant to this Section 8.5(c)(iii) shall excuse the Selling Stockholders from its indemnification obligations pursuant to Section 8.5(a) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax · Returns exceeds the amount of the Selling Stockholders’ payment under this Section 8.5(c)(iii) · Straddle Period Tax Allocation. The Company will, unless prohibited by applicable Law, close the taxable period of the Company and the Subsidiaries as of the close of business on the Closing Date. If applicable Law does not permit the Company or a Subsidiary to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Stockholders for the period up to and including the close of business on the day immediately preceding the Closing Date and (ii) to Purchaser for the period subsequent to the day immediately preceding the Closing Date; provided, however, that such allocation shall in no way affect the Member Representative’s approval obligation of the Selling Stockholders to be responsible and liable for any and all Taxes (including, without limitation, arising out of or based on the Section 338(h)(10) Election) relating to the consummation of the transactions under this Agreement, other than such Taxes for which Purchaser is responsible as set forth under Section 8.5(f) hereof. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company and the Subsidiaries as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be required with respect allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to any the number of days in each such Tax Returnsperiod.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative shall Seller will file or cause to be prepared and duly filed (with reasonable assistance from the Company), all Tax Returns required to be filed by or with respect to of the Company for all taxable years and periods ending on or before the Closing Date, and shall timely pay or cause to be paid any and all Taxes shown due thereonwith respect to such returns. All such Tax Returns described in this Section 5.03(a)(i) shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative Seller shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days 20 Business Days prior to the due date for filing thereof, along with supporting workpapers, for Purchaser’s review and approval. Seller and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the Member Representative’s review; provided, however, due date for filing. In the Member Representative’s approval shall not be required event that Seller and Purchaser are unable to resolve any dispute with respect to any such Tax ReturnsReturns at least 10 days prior to the due date for filing, such dispute shall be resolved pursuant to Section 5.03(e), which resolution shall be binding on the Parties. (ii) Following the Closing, Purchaser shall cause the Company to timely file all Tax Returns (other than those Tax Returns described in Section 5.03(a)(i)) required to be filed by the Company after the Closing Date and, subject to the right to payment from Seller under Section 5.03(a)(iii), pay or cause to be paid all Taxes shown due thereon. (iii) Not later than 10 days prior to the due date for the payment of Taxes on any Tax Returns which Purchaser has the responsibility to cause to be filed pursuant to Section 5.03(a)(ii), Seller shall pay to Purchaser the amount of Taxes, as reasonably determined by Purchaser, owed by Seller and/or Owners pursuant to the provisions of this Section 5.03(a). No payment pursuant to this Section 5.03(a)(iii) shall excuse Seller from his indemnification obligations pursuant to Article VI if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of Seller’s payment under this Section 5.03(a)(iii).

Filing of Tax Returns; Payment of Taxes. (i) (A) Following the ClosingClosing Date, the Member Representative Company Stockholder shall prepare and file, or cause to be prepared and duly filed filed, all Tax Returns required to be filed by or with respect to of the Company for all taxable years and periods its Subsidiaries that relate to a period ending on or before prior to the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereonthereon (except to the extent that such Taxes were included as a liability in the calculation of the Closing Cash Amount, in which case the amount of such Taxes shall be paid by Parent to the Company Stockholder promptly following request therefor). All such Tax Returns shall be prepared in a manner consistent with the Company’s prior past practice, except as otherwise required by Law. The Member Representative Company Stockholder shall provide Purchaser Parent with copies of completed drafts of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii20) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpaperswork papers, for Parent’s review and approval, such approval not to be unreasonably withheld, and a summary of the Member Representative’s review; providedcosts incurred and reasonably expected to be incurred in connection with the preparation and filing of such Tax Returns. The Company Stockholder and Parent shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing, howeverprovided that, in the event any disagreement is not resolved prior to the due date of any such Tax Return, the Member Representative’s approval Company Stockholder shall be permitted to file such Tax Return (and Parent shall provide the Company Stockholder with any required power of attorney or other similar authorization) as prepared by the Company Stockholder in good faith. The preparation and filing of any Tax Returns described in this Section 7.1(b)(i)(A) shall not be required subject to Section 7.5. Parent shall reimburse the Company Stockholder promptly upon request therefor for fifty percent (50%) of all costs and expenses incurred by the Company Stockholder in connection with respect to any the preparation and filing of such Tax Returns.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative The Company shall cause to be prepared and duly filed timely file all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before date of the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative Company shall provide Purchaser Parent with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for Parent’s review and approval. The Company and Parent shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the Member Representative’s review; provideddue date for filing. In the event that the Company and Parent are unable to resolve any dispute with respect to such Tax Returns at least ten days prior to the due date for filing, howeversuch dispute shall be resolved pursuant to Section 7.10(e), which resolution shall be binding on the Securityholders. (ii) Following the Closing, Parent shall cause to be timely filed all Tax Returns required to be filed by the Company after the date of the Closing and, subject to the rights to payment from the Securityholders under Section 7.10(b)(iii), pay or cause to be paid all Taxes shown due thereon. Unless required by applicable Tax Laws or Governmental Authority, Parent agrees that it will not accelerate (or permit to be accelerated) the payment of any Tax into any taxable period ending on or prior to Closing or into the portion of any Straddle Period ending on the date of the Closing or amend (or permit to be amended) any Tax Returns for taxable periods ending on or prior to Closing or for the portion of any Straddle Period ending on the date of the Closing to increase the amount of Taxes due from the Company thereon or which would otherwise adversely affect the Securityholders, and if Parent does so, the Member RepresentativeSecurityholders and the Company shall have no obligation or liability therefor. As to any Tax Returns for which Parent may have claims for indemnification of Taxes under Section 10.02, Parent shall provide the Securityholder Agent with copies of all such Tax Returns at least 20 days prior to the due date for filing thereof (taking into account extensions thereof), along with supporting workpapers, for the Securityholder Agent’s approval review and approval. The Securityholder Agent and Parent shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Securityholder Agent and Parent are unable to resolve any dispute with respect to such Tax Returns at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 7.10(e), which resolution shall be binding on the parties. (iii) Parent and the Company shall report all transactions not in the ordinary course of business occurring on the date of the Closing but after the Effective Time on Parent’s federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B). (iv) Not later than ten days prior to the due date for the payment of Taxes on any Tax Returns that Parent has the responsibility to cause to be filed pursuant to Section 7.10(b)(ii), Parent shall be entitled to receive out of the Escrow Fund, the amount of Taxes, as reasonably determined by Parent, owed by the Securityholders pursuant to the provisions of Section 10.02. Notwithstanding the foregoing, Parent shall not be required with respect entitled to payment from the Escrow Fund prior to the time of payment for any Taxes if Parent or Surviving Corporation fails to provide such Tax ReturnsReturns to the Securityholder Agent for review and approval pursuant to Section 7.10(b)(ii), but only to the extent that the Securityholders are materially prejudiced thereby, or if the Securityholder Agent is disputing the right of Parent to such indemnification pursuant to Section 7.10(e).

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative Company shall prepare and file or cause to be prepared and duly filed all Tax Returns that are required to be filed by or with respect to the Company Group for all taxable years and periods ending on or before Pre-Closing Tax Periods that are due after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereonDate (taking into account any applicable extensions). All such Such Tax Returns shall be prepared in a manner consistent with the Company’s prior past practice, except as otherwise required by Applicable Law. The Member Representative Company shall provide Purchaser with copies furnish a complete copy of such completed Tax Returns at least twenty to Sellers’ Representative for review and approval (not to be unreasonably withheld or delayed) not later than thirty (30) days prior to before the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to Returns (including extensions thereof). (ii) For purposes of determining the amount of any Tax refunds related relating to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed allocable to end a Pre-Closing Tax Period: (i) in the case of property Taxes, the amount attributable to the Pre-Closing Tax Period shall equal the amount of such Taxes for the entire Straddle Period multiplied by a faction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all other Taxes, the amount attributable to the Pre-Closing Tax Period shall be determined as though the relevant taxable period terminated at the close of business on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s review; provided, however, the Member Representative’s approval shall not be required with respect to any such Tax Returns.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative The Selling Stockholders shall cause the Company and its Subsidiaries to be prepared and duly filed timely file all Tax Returns required to be filed by them on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns The Selling Stockholders shall be prepared in a manner consistent with cause the Company’s prior practice. The Member Representative shall Company to provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii20) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for Purchaser's review and approval. The Selling Stockholders and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the Member Representative’s review; provideddue date for filing. In the event that the Selling Stockholders and the Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, howeversuch dispute shall be resolved pursuant to Section 8.5, which resolution shall be binding on the parties. (ii) Following the Closing, Purchaser shall cause to be timely filed all Tax Returns required to be filed by the Company and its Subsidiaries after the Closing Date and, subject to the rights to payment from the Selling Stockholders under Section 8.5(b)(iii), pay or cause to be paid all Taxes shown due thereon. If the Tax Return relates to a Straddle Period (as defined below), the Member Representative’s Tax Return shall, not later than twenty (20) days prior to the due date of any Tax Returns (which due date shall include any extensions), be disclosed to and subject to the approval of the Selling Stockholders, which approval shall not be required with respect unreasonably withheld or delayed. (iii) Not later than ten (10) days prior to the due date for the payment of Taxes on any Tax Returns which Purchaser has the responsibility to cause to be filed pursuant to Section 8.5(b)(ii), the Selling Stockholders shall pay to Purchaser the amount of Taxes, as reasonably determined by Purchaser and Selling Stockholders, owed by the Selling Stockholders pursuant to the provisions of Section 8.5(a). No payment pursuant to this Section 8.5(b)(iii) shall excuse the Selling Stockholders from its indemnification obligations pursuant to Section 8.5(a) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax ReturnsReturns exceeds the amount of the Selling Stockholders' payment under this Section 8.5(b)(iii).

Filing of Tax Returns; Payment of Taxes. (ia) Following the ClosingThe Company shall, the Member Representative and shall cause the Company Subsidiaries to be prepared and duly filed timely file all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date and shall pay or cause to be paid all Taxes shown due thereon. The Stockholder Representative shall cause to be prepared all other Tax Returns of the Company and the Company Subsidiaries for all taxable periods ending on or before Closing (all such Tax Returns described in the first and second sentence of this Section 10.2(a), "Pre-Closing Returns"). All such Tax Pre-Closing Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Company or the Stockholder Representative as the case may be shall provide Purchaser Parent with copies of such completed Tax Pre-Closing Returns at least twenty thirty days prior to the filing thereof, along with supporting workpapers, for Parent's review and approval, which shall not be unreasonably withheld; provided that Parent's approval shall not be considered unreasonably withheld if it fails to approve any position which would adversely affect the Parent, the Company or any Company Subsidiary in any taxable period ending after the Closing. The Stockholder Representative and Parent shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Stockholder Representative and Parent are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing thereoffiling, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members dispute shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date resolved pursuant to Section 6.9(b)10.5, which resolution shall be binding on the Parties. The Selling Members Parent shall not file or cause to be responsible for Taxes occurring after filed all such Pre-Closing Returns to the extent such returns are due following the Closing Date. (iib) Following the Closing, Purchaser Parent shall cause to be prepared and duly timely filed all Tax Returns required to be filed by or the Company and the Company Subsidiaries after the Closing Date with respect to Straddle Periods and, subject to the Company for all Taxable years and periods ending after rights to payment from the Closing DatePrincipal Securityholders under Section 10.2(c), and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty . (c) Not later than ten days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s review; provided, howeverpayment of Taxes on any Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 10.2(b), the Member Representative’s approval Principal Securityholders shall not be required with respect pay to any such Tax ReturnsParent the amount of Taxes owed by the Principal Securityholders pursuant to the provisions of Section 10.1. No payment pursuant to this Section 10.2(c) shall excuse the Principal Securityholders from its indemnification obligations pursuant to Section 10.1 if the amount of Taxes, as ultimately determined by a Taxing Authority or pursuant to the provisions of Section 10.5 exceeds the amount of the Principal Securityholders' payment under this Section 10.2(c).

Filing of Tax Returns; Payment of Taxes. (i) Following With respect to each Tax Return of a Target Company covering only a Pre-Closing Date Tax Period that is required to be filed after the ClosingClosing Date (each, a “Pre-Closing Tax Return”), the Member Representative shall (i) cause such Pre-Closing Tax Return to be prepared and duly filed all (ii) deliver a copy of such Pre- Closing Tax Returns required to be filed by or with respect to the Company for all taxable years and periods ending on or before the Closing DateReturn, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser together with copies of such completed Tax Returns pertinent supporting documentation and workpapers, to Buyer for Buyer’s review and reasonable comment at least twenty 30 days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Pre-Closing Tax ReturnsReturn. The Selling Members shall Should Buyer have any comments, they must be entitled provided to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty no later than 20 days prior to the due date for filing thereofany such Pre-Closing Tax Return. The Member Representative or the Target Companies and Buyer, along as applicable, shall cause such Pre-Closing Tax Return (as revised to incorporate Buyer’s reasonable comments) to be filed timely with supporting workpapersthe appropriate Governmental Entity and shall provide a copy to each other party. At the election of the Member Representative, (x) the Buyer and the Member Representative shall promptly (but in any event not later than five days prior to the due date for payment of Taxes with respect to any Pre-Closing Tax Return) issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account a number of Common Units equal to the quotient of Member Taxes owed with respect to such Pre-Closing Tax Return (up to a maximum amount equal to the Escrow Amount) divided by the Closing Date Common Unit Value to Buyer within three days of receipt of such joint written instructions and Buyer shall pay such Tax, or (y) the Members shall promptly (but in any event not later than five days prior to the due date for payment of Taxes with respect to any such Pre-Closing Tax Return) pay an amount equal to the amount of Member Taxes owed with respect to such Pre-Closing Tax Return to Buyer. (ii) With respect to each Tax Return of a Target Company covering a Straddle Period that is required to be filed after the Closing Date (each, a “Straddle Period Tax Return”), Buyer and such Target Company shall (i) cause such Straddle Period Tax Return to be prepared and (ii) deliver a copy of such Straddle Period Tax Return to the Member Representative for the Member Representative’s review; providedreview and reasonable comment at least 30 days prior to the due date for filing any such Straddle Period Tax Return. Should Member Representative have any comments, however, they must be provided to the Buyer no later than 20 days prior to the due date for filing any such Straddle Period Tax Return. Buyer and such Target Company shall cause such Straddle Period Tax Return (as revised to incorporate the Member Representative’s approval reasonable comments) to be filed timely with the appropriate Governmental Entity and shall provide a copy to the Member Representative. At the election of the Member Representative, (x) the Buyer and the Member Representative shall promptly (but in any event not be required later than five days prior to the due date for payment of Taxes with respect to any Straddle Period Tax Return) issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account a number of Common Units equal to the quotient of Member Taxes owed with respect to such Straddle Period Tax Return (up to a maximum amount equal to the Escrow Amount), divided by the Closing Date Common Unit Value, to Buyer within three days of receipt of such joint written instructions and Buyer shall pay such Tax, or (y) the Members shall promptly (but in any event not later than five days prior to the due date for payment of Taxes with respect to any such Straddle Period Tax ReturnsReturn) pay an amount equal to the amount of Member Taxes owed with respect to such Straddle Period Tax Return to Buyer. For the avoidance of doubt, Buyer shall pay all other Taxes shown on such Straddle Period Tax Return that are not Member Taxes. (iii) In the case of Taxes that are payable with respect to any Straddle Period of the Company, for purposes of allocating such Taxes between that portion of the Straddle Period ending on or before the Closing Date (the “Pre-Closing Date Straddle Period”) and that portion of the Straddle Period beginning after the Closing Date (the “Post-Closing Date Straddle Period”), the portion of such Taxes related to the Pre-Closing Date Straddle Period will be deemed to be: (A) in the case of income Taxes, franchise and margin Taxes, Taxes measured in whole or in part by reference to gross revenues or receipts, excise, employment, gross receipts and other similar Taxes, sales and use Taxes and Taxes imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), equal to the amount that would be payable if the taxable year of the Company terminated based on an interim closing of the books as of the Closing Date, and based on accounting methods, elections and conventions that do not have the effect of distorting income and expenses; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (B) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Target Companies, equal to the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Date Straddle Period and the denominator of which is the number of days in the Straddle Period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with the past practice of the Target Companies with respect to such items, unless otherwise required by Applicable Law.

Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative The Company shall cause to be prepared and duly filed timely file all Tax Returns required to be filed by it on or with respect prior to the Company for all taxable years and periods ending on or before the Closing Date, Date (giving effect to valid filing extensions) and shall pay or cause to be paid all Taxes shown as due thereon. All such Tax Returns shall be prepared in a manner consistent with the prior practice of the Company’s prior practice. The Member Representative Company shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date. (ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies drafts of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapersworkpapers upon request, for Purchaser’s review and approval. The Stockholder Representative and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the Member Representativedue date for filing. In the event that the Selling Stockholders and Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.6(g), which resolution shall be binding on the parties. (ii) Purchaser shall be responsible for the preparation and timely filing of all Tax Returns of the Company for tax periods that begin before the Closing Date and are required to be filed after the Closing Date (including the Company’s reviewfinal federal and state S corporation income Tax Return(s) for the short taxable period resulting from the purchase of the Shares hereunder); provided, however, that Purchaser shall provide the Member Stockholder Representative with: (i) copies of completed drafts of such Tax Returns at least fifteen (15) days prior to the due date for filing thereof, along with supporting workpapers upon request, for the Stockholder Representative’s approval review and approval, and (ii) a statement of Taxes owed in connection with the filing of such Tax Returns and the Selling Stockholders’ share thereof. All such Tax Returns shall not be prepared and filed in a manner consistent with the prior practice of the Company, except as may be otherwise required by applicable Law and as may be necessary to reflect the Section 338(h)(10) Election (defined below). The Stockholder Representative and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Purchaser and the Stockholder Representative are unable to resolve any dispute with respect to any such Tax ReturnsReturn at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.6(g), which resolution shall be binding on the parties. At least five (5) days prior to the due date for filing such a Tax Return, the Selling Stockholders shall pay to Purchaser (for the benefit of the Company) the funds required for the payment of those Taxes that are determined as set forth above and otherwise in this Agreement to be the responsibility of the Selling Stockholders, but, for the avoidance of doubt, only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing Balance Sheet (rather than in any notes thereto) and taken into account in determining the adjustment to the Purchase Price pursuant to Section 2.4. No payment pursuant to this Section 8.6(b)(ii) shall excuse the Selling Stockholders from their indemnification obligations pursuant to Section 8.6(a) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of the payment under this Section 8.6(b)(ii). (iii) Purchaser shall also be responsible for causing the Company following the Closing to furnish to each Selling Stockholder in a timely manner, in accordance with applicable Tax Law, a Schedule K-1 reflecting such Selling Stockholder’s share of the Company’s income, gain, loss, deduction and credits for the short taxable period of the Company resulting from the purchase of the Shares hereunder. Such Schedule K-1s shall be prepared in a manner consistent with the final S corporation income Tax Return of the Company, prepared pursuant to the procedures described in Section 8.6(b)(ii).