Common use of Other Tax Matters Clause in Contracts

Other Tax Matters. (a) For any taxable period of HQGW that includes (but does not end on) the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends on or before the Closing Date, HQGW shall timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returns. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax laws.

Other Tax Matters. (a) For Notwithstanding any taxable other provision in this Agreement, this Section 7.02(a) shall govern cooperation with respect to Tax matters. The Buyers and the Selling Parties agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business and the Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any Action relating to any Tax. Except with respect to information that is generally available to the public, the party requesting such information shall treat such information so obtained in a manner consistent with the way in which it treats its own records. The Buyers and the Selling Parties shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of HQGW that includes (but does not end on) at least seven years following the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends on or before the Closing Date, HQGW shall timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI Buyers and the Represntative, which consent Selling Parties shall not be unreasonably withheld. RSI and cooperate with each other in the Shareholders agree conduct of any audit or other proceeding relating to cause HQGW to file all Tax Returns for Taxes involving the taxable period including Purchased Assets or the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basisBusiness. (b) The Shareholders Apportioned Obligations shall cause HQGW to, be apportioned between the Sellers and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, Buyers in preparing and filing all Tax Returns and in resolving all disputes and audits accordance with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expenseSection 1.08(b). (c) An amount equal to 100% All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer, gains, transaction privilege tax and similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transfer of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) Purchased Assets pursuant to this Agreement shall be for borne equally by the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the ShareholdersBuyers, on the one hand, and RSI and the Surviving CompanySellers, on the other hand. Each The Buyers and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (d) Apportioned Obligations and Transfer Taxes shall be timely paid, and all applicable Tax Returns relating thereto shall be filed, as provided by applicable Law. The paying party shall forward, and shall cause its Affiliates to forward, provide to the non-paying party entitled pursuant to this Section 6(c) to receive drafts of all Tax Returns described in the amount or economic benefit of preceding sentence and a refund, credit or offset to Tax statement setting forth the amount of such refund, or reimbursement to which the economic benefit of such credit or offset to Tax, within 30 days after such refund paying party is received or after such credit or offset is allowed or applied against other Tax liabilityentitled under Section 1.08(b) and Section 7.02(c), as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) together with appropriate supporting information and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval schedules at least 30 thirty (30) calendar days prior to the due date for the filing of such Tax Return (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return. The non-paying party shall have the right, at its expense, to review all work papers and procedures used to prepare any such Tax Return. If the non-paying party, within ten (10) Business Days after delivery of any such Tax Return, notifies the paying party in writing that it objects to any items in such Tax Return, the parties will use their reasonable best efforts, acting in good faith, to resolve such disputed items between themselves. If the parties fail to resolve such disputed items within five (5) Business Days, such disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Returns. (eReturn) All transferby the Independent Accounting Firm. Upon resolution of all such items, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries relevant Tax Return shall be paid adjusted, if necessary, to reflect such resolution and shall be binding upon the parties without further adjustment. The costs, fees and expenses of the Independent Accounting Firm shall be borne equally by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSIparties. The Representative and RSI non-paying party shall cooperate make reimbursement promptly pursuant to this Section 7.02(d) but in timely preparing and filing all no event later than ten (10) days after the resolution of the relevant Tax Returns as may be required to comply with Return. Any payment not made within such time shall bear interest at the provisions of such Tax lawsApplicable Rate until paid.

Other Tax Matters. (a) For To the extent that there are (i) any Taxes payable by the Company with respect to any period (whether or not constituting taxable years or otherwise recognized taxable periods) through the Closing Date or (ii) any refunds of Taxes due to the Company with respect to any period of HQGW that includes (but does not end on) through the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return Sellers shall be filed without the written consent liable for all of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders those Taxes or entitled to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) those refunds of Taxes with respect to the taxable Company for all periods covered by such Tax Returns. For any taxable period of HQGW that ends ending on or before prior to the Closing Date, HQGW including the portion ending on the Closing Date of any period that includes the Closing Date (“Pre-Closing Taxes”). The Company shall timely prepare and file with the appropriate taxing authorities all Tax Returns required be liable for any Taxes or entitled to be filed and shall pay all refunds of Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns Company for the taxable period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on periods beginning after the Closing Date, unless including the relevant taxing authority portion beginning after the Closing Date of any taxable period that includes the Closing Date. The parties shall cooperate fully in connection with the filing of Tax Returns for any period that includes the Closing Date, including by providing copies of those Tax Returns to the other party before filing, and each party will not accept bear its own costs associated with preparation and filing of those Tax Returns. In any instance in which the Buyer or the Company is required to file or cause to be filed Tax Returns covering a period commencing before but ending after the Closing, the Sellers shall furnish all information and records reasonably available to the Sellers and reasonably requested by the Buyer or the Company and necessary or appropriate for use in preparing those Tax Return filed Returns. Any Taxes for a period commencing prior to but ending after the Closing shall be apportioned, in the case of real and personal property Taxes, on that basisa per diem basis and, in the case of other Taxes, on the basis of the actual activities, taxable income or taxable loss of the Company, or any of them, as applicable, during the periods before and after the Closing. (b) The Shareholders shall cause HQGW to, If the Sellers’ Representative and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return Buyer disagree as to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on which the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the ShareholdersSellers, on the one hand, and RSI and the Surviving CompanyBuyer, on the other hand, are liable under this Agreement, the Sellers’ Representative and the Buyer shall appoint Independent Accountants to act as arbitrator to resolve that dispute. Each party All determinations by that arbitrator shall forwardbe final and binding on the parties and all fees and expenses of that arbitrator shall be shared equally by the Sellers, on the one hand, and shall cause its Affiliates to forwardthe Buyer, to on the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposeshand. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returns. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax laws.

Other Tax Matters. (a) For any taxable period of HQGW that includes (but does not end on) At the Closing DateCompany’s sole expense, RSI shall, or the Buyer shall cause the Surviving Company to, timely prepare to be prepared and file with the appropriate taxing authorities filed all federal and state income Tax Returns required to be filedfiled by the Company or the Company Subsidiary for taxable periods ending prior to or on the Closing Date which are to be filed after the Closing Date. (b) Buyer shall promptly notify the Shareholders’ Representative following receipt of any notice of audit or other proceeding relating to any federal or state Tax Return for any Tax period ending on or before December 31, 2006, and with respect to any Taxes for which the Sellers may be liable pursuant to Section 7.3(c) (the “Prior Period Returns”). The Shareholders’ Representative shall have the right to control any and all audits or other proceedings relating to any Prior Period Return, including the filing of an amended return; provided, however, that no such Tax Return the Shareholders’ Representative (i) shall be filed without the have given written consent acknowledgement and acceptance of the Representativeliability of the Sellers to Buyer under this Agreement for the Tax liability being contested and (ii) shall not agree to the resolution of any audit or other proceeding relating to a Prior Period Return or file an amended Prior Period Return that would have a material adverse effect on the Company without Buyer’s consent, which consent shall not be unreasonably withheld. The Shareholders Buyer shall reimburse RSI (in accordance with make available or shall cause the procedures set forth in Sections 3(a) Company to make available to the Shareholders’ Representative any and 3(c)) for any amount owed all books and records of the Company and other documents requested by the Shareholders Shareholders’ Representative and shall make available employees of the Company to RSI pursuant enable the Shareholders’ Representative to such Sections (subject to the limitation set forth in Section 5) defend any audit or other proceeding with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends on or before the Closing Date, HQGW Prior Period Return and shall timely prepare and file cooperate with the appropriate taxing authorities all Shareholders’ Representative in defense of such audit. (c) The Parties agree that there should be no Tax Returns Return required to be filed and shall pay all for a Straddle Period for Taxes due with respect to such Tax Returns; providedbased on income or receipts of the Company or the Company Subsidiary. However, however, in the event that no such any Tax Return shall is required to be filed without for a Straddle Period for Taxes based on income or receipts of the prior written consent of RSI and Company or the RepresntativeCompany Subsidiary, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns such Taxes for the taxable period including portion of the Straddle Period that ends on the Closing Date on (the basis that the relevant taxable period “Pre-Closing Straddle Period”) shall be computed as if such Straddle Period ended as of the close of business on the Closing Date. In the case of any Straddle Period, the periodic Taxes of the Company or the Company Subsidiary that are not based on income or receipts (e.g., property Taxes) for the Pre-Closing Straddle Period shall be computed based upon the ratio of the number of days in the Pre-Closing Straddle Period and the number of days in such Straddle Period. The Sellers shall only be liable for and shall only pay any Taxes to the extent that such Taxes are (i) attributable to the Pre-Closing Straddle Period and (ii) are imposed by a state in which the Company and the Company Subsidiary have never filed and do not now file a Tax Return for the type of Tax for which a subsequent claim is made. In the event that the Closing occurs after December 31, 2007, the Buyer shall be liable for all Taxes for 2007 and the Pre-Closing Straddle Period, except to the extent that such Taxes are imposed by a state in which the Company and the Company Subsidiary have never filed and do not now file a Tax Return for the type of Tax for which a subsequent claim is made. With respect to any Tax Return required to be filed for a Straddle Period (and for 2007 in the event that the Closing occurs after December 31, 2007) and for which the Sellers are liable for Taxes shown thereon pursuant to this Section 7.3, such Tax Return shall be prepared on a basis consistent with past practice unless otherwise required by Law and Buyer shall deliver, at least thirty (30) days prior to the due date for the filing of such Tax Return (taking into account extensions), to the Shareholders’ Representative, a statement setting forth the amount of Tax for which the Sellers are responsible pursuant to this Section 7.3, and a copy of such Tax Return; provided, that Buyer will not be required to show any such Tax Return to the Shareholders’ Representative where the filing date for such Tax Return has passed when it is determined by the relevant taxing authority will not accept a that such Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI must be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such paymentfiled. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders’ Representative, on the one hand, and RSI and the Surviving CompanyBuyer, on the other hand. Each party shall forward, agree to consult and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that resolve in good faith any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required issue arising as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no Shareholders’ Representative’s review of such Tax Return shall be filed without the prior written and mutually to consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returns. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax lawsReturn as promptly as possible; however, even in the case of continuing disagreement as to the amount of Tax, in all cases, the Shareholders’ Representative, on behalf of the Sellers, must timely pay to Buyer the amount of Tax Buyer has determined the Sellers are liable for on such Tax Return so that Buyer can timely file such Tax Return.

Other Tax Matters. (a) For To the extent that there are (i) any Taxes payable by the Company with respect to any period (whether or not constituting taxable years or otherwise recognized taxable periods) through the Closing Date or (ii) any refunds of Taxes due to the Company with respect to any period through the Closing Date , the Sellers shall be liable for all of HQGW that includes (but does not end on) those Taxes or entitled to those refunds of Taxes with respect to the Company for all periods ending on or prior to the Closing Date, RSI shall, or shall cause including the Surviving portion ending on the Closing Date of any period that includes the Closing Date (“Pre-Closing Taxes”). The Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) liable for any amount owed by the Shareholders Taxes or entitled to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) refunds of Taxes with respect to the taxable Company for periods covered by such Tax Returns. For any taxable period of HQGW that ends on or before beginning after the Closing Date, HQGW including the portion beginning after the Closing Date of any taxable period that includes the Closing Date. The parties shall timely prepare and file cooperate fully in connection with the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent filing of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable any period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on includes the Closing Date, unless including by providing copies of those Tax Returns to the relevant taxing authority other party before filing, and each party will not accept bear its own costs associated with preparation and filing of those Tax Returns. In any instance in which the Buyer or the Company is required to file or cause to be filed Tax Returns covering a period commencing before but ending after the Closing, the Sellers shall furnish all information and records reasonably available to the Sellers and reasonably requested by the Buyer or the Company and necessary or appropriate for use in preparing those Tax Return filed Returns. Any Taxes for a period commencing prior to but ending after the Closing shall be apportioned, in the case of real and personal property Taxes, on that basisa per diem basis and, in the case of other Taxes, on the basis of the actual activities, taxable income or taxable loss of the Company, or any of them, as applicable, during the periods before and after the Closing. (b) The Shareholders shall cause HQGW to, If the Sellers’ Representative and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return Buyer disagree as to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on which the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the ShareholdersSellers, on the one hand, and RSI and the Surviving CompanyBuyer, on the other hand, are liable under this Agreement, the Sellers’ Representative and the Buyer shall appoint Independent Accountants to act as arbitrator to resolve that dispute. Each party All determinations by that arbitrator shall forwardbe final and binding on the parties and all fees and expenses of that arbitrator shall be shared equally by the Sellers, on the one hand, and shall cause its Affiliates to forwardthe Buyer, to on the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposeshand. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returns. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax laws.

Other Tax Matters. (a) For any taxable period of HQGW that includes (but does not end on) the Closing Date, RSI shall, or shall cause the Second Step Surviving Company Corporation to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends on or before the Closing Date, HQGW shall timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the RepresntativeRepresentative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis. (b) The Shareholders RSI shall cause HQGW to, and the Shareholders, RSI and the Second Step Surviving Company Corporation shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Second Step Surviving Company Corporation to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Second Step Surviving Company Corporation to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Second Step Surviving Company Corporation and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Second Step Surviving Company Corporation (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Second Step Surviving CompanyCorporation, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Second Step Surviving CompanyCorporation, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Second Step Surviving Company Corporation for any taxable period beginning after the Closing Date shall be for the account of the Second Step Surviving Company Corporation and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Second Step Surviving Company Corporation for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Second Step Surviving CompanyCorporation, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Second Step Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Second Step Surviving Company Corporation or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returns. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax laws.

Other Tax Matters. (a) For any taxable period All Taxes imposed on or with respect of HQGW that includes the Assets on a periodic basis (including but does not end onlimited to real estate Taxes and assessments) (“Periodic Taxes”) relating to periods beginning on or before and ending after the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return Date shall be filed without allocated on a per diem basis to the written consent of Company and the RepresentativePurchaser, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (respectively, in accordance with Section 164(d) of the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders Code. All Periodic Taxes relating to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends ending on or before the Closing Date, HQGW shall timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return Date shall be filed without allocated solely to the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheldCompany. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods All Periodic Taxes relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period periods beginning after the Closing Date shall be allocated solely to the Purchaser. If the actual amounts to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of Periodic Taxes assessed for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may beprior year; provided, however, that any for purposes of calculating such amounts payable pursuant to this Section 6(c) prorated amounts, such Periodic Taxes for the prior year shall be net of any Tax cost or Tax benefit increased by five percent (5%). At the Closing, the Purchaser shall withhold (or, where appropriate, escrow) from the Cash Consideration an amount equal to the party making payment pursuant to this Section 6(c) and its Affiliates all Periodic Taxes attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years periods ending on or prior to the Closing Date which are required (to the extent not previously paid) and all Periodic Taxes allocated to the Company pursuant to this Section 8.3(a) for periods beginning on or before and ending after the Closing Date. (b) Prior to the Closing, unless the Approval Order includes an exemption from all Transfer Taxes under Section 1146(c) of the Bankruptcy Code, the Company shall file any and all Tax Returns that must be filed in connection with any Transfer Taxes arising as a result of examination adjustments made any of the transactions contemplated by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for this Agreement and all such taxable years as finally determinedTransfer Taxes shall be paid; provided, however, that no such Tax Return the amount (if any) of the Transfer Taxes shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared split equally by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 Purchaser. No later than five (5) days prior to Closing, unless the due date Approval Order includes an exemption from all Transfer Taxes under Section 1146(c) of the Bankruptcy Code, Purchaser shall use commercially reasonable efforts to deliver valid, fully executed resale certificates to support the exemption of all of the Assets that are eligible for filing such Tax Returns. (e) All transfersale, documentary, sales, use, registration and other such for resale exemptions or similar exemptions from Transfer Taxes (including under the laws of all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax lawsjurisdictions.

Other Tax Matters. (a) For Any tax sharing agreement between the Company ----------------- and the Selling Shareholder or any taxable period Affiliate thereof hereby is terminated as of HQGW that includes (but does not end on) the Closing Date, RSI shall, or Date and all rights and obligations of the Company with respect to Taxes shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all be as provided herein. (b) Tax Returns (each a "PRE-CLOSING RETURN") which are required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) or with respect to the taxable periods covered by such Tax Returns. For any Company for a taxable period of HQGW that which ends on or before the Closing DateDate (a "PRE-CLOSING PERIOD") shall be prepared and filed by the Selling Shareholder, HQGW which shall timely prepare include the preparation and file with filing of the appropriate taxing authorities all consolidated federal and state income Tax Returns of the Selling Shareholder's Group which includes the Company for the period up to and including the Closing Date. All such Tax Returns shall be filed on a basis consistent with prior Tax Returns filed with respect to the Company. All Tax Returns which are required to be filed and shall pay all Taxes due by or with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns Company for the a taxable period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, ends after the Closing Date, to certain accounting and including any Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring Return (a "STRADDLE RETURN") for a period beginning prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees and ending after the Closing Date (a "STRADDLE PERIOD"), shall be prepared and filed by the Purchaser. The Purchaser shall timely pay or cause to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to be paid all Taxes shown on such records from time to time, during normal business hours and at the Shareholders' expenseTax Returns. (c) An amount equal The Selling Shareholder agrees to 100% of provide the amount Purchaser and the Purchaser agrees to provide the Selling Shareholder with such cooperation and information as the other shall reasonably request in connection with the preparation or economic benefit filing of any refunds, credits or offsets of Taxes of HQGW Tax Return required under this Agreement. the Company will furnish Tax information to the Selling Shareholder for inclusion in Tax Returns to be filed by the Selling Shareholder in accordance with the Company's past custom and practice. With respect to any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall Return required to be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day filed after the Closing Date) of items of loss, deduction or credit, or other tax items, than any consolidated federal income Tax Return of the Surviving Company (or any Selling Shareholder's Group which includes the Company, the Selling Shareholder shall furnish a copy of its Affiliates, including RSI) and (ii) such Pre-Closing Return to the extent RSI or Purchaser at least 15 days prior to the Surviving Company, depending on which entity made filing of such payment, pays after the Closing Date any amount with respect return. The Purchaser agrees that it will not unreasonably fail to Taxes for sign any such Pre-Closing Tax Return. (d) With respect to any Straddle Period, refunds to the extent permitted by applicable law, the Company shall elect to treat the Closing Date as the last day of the taxable period and the Tax Return for such Taxes (determined on period will be treated hereunder as a firstPre-inClosing Return. If applicable law, first-out basis) shall regulation or Governmental Order will not permit the Closing Date to be the last day of a period, the Tax attributable to the operations of the Company for the account portion of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after up to and including the Closing Date shall be for (i) in the account case of real or personal property taxes or a flat minimum dollar amount tax, the total amount of such fraction, the numerator of which is the number of days in the partial period through and including the Closing Date and the denominator of which is the total number of days in such Straddle Period, (ii) in the case of all Taxes based on or in respect of income, the Tax computed on the basis of the Surviving taxable income or loss of the Company for such partial period as determined from its Books and RSI. The amount or economic benefit Records, and (iii) in the case of all other Taxes, on the basis of the actual activities of the Company for such partial period as determined from its Books and Records. (e) With respect to any refunds, credits or offsets of Taxes of HQGW or the Surviving Company Tax Return for any Straddle Period Period, the Purchaser shall be equitably apportioned between the Shareholdersdeliver, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 business days prior to the due date for filing such Tax ReturnsReturn (including any extension) to the Selling Shareholder a statement setting forth the amount of Tax for which the Selling Shareholder is responsible as determined under Section 6.2(d) and copies of such Tax Return. The Selling Shareholder shall have the right to review such Tax Return and the allocation of Tax Liability and to suggest to the Purchaser any reasonable changes to such Tax Returns no later than 15 business days prior to the date for the filing of such Tax Return. The Selling Shareholder and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and allocation of Tax Liability and mutually to consent to the filing as promptly as possible of such Tax Return. Not later than 15 business days before the due date for the payment of Taxes with respect to such Tax Return, the Selling Shareholder shall pay to the Purchaser an amount equal to the Taxes as agreed to by the Purchaser and the Selling Shareholder as being allocable to the Selling Shareholder pursuant to subsection 6.2(d). The Selling Shareholder shall be entitled to reduce its obligation to pay such Straddle Period Taxes by the amount of any estimated Taxes paid with respect to such Tax Liabilities by or on behalf of the Company on or before the Closing Date. (ef) All transfer, documentary, sales, use, registration and other such The Selling Shareholder shall have the right to all refunds of Taxes (including all applicable real estate transfer interest thereon) which relate to Taxes of the Company for Pre- Closing Periods and, to the extent provided in the following sentence, for Straddle Periods. The Purchaser shall pay over to the Selling Shareholder any such refunds immediately upon receipt thereof, net of any Taxes imposed on the Purchaser or gains the Company by reason of the receipt of such refund. To the extent any refund of Taxes is made with respect to a Straddle Period, such refund shall be apportioned between the Purchaser and stock transfer Taxesthe Selling Shareholder based on the appropriate allocation method set forth in clauses (i), (ii) or (iii) of Section 6.2(d). (g) The Purchaser and related fees (including the Selling Shareholder agree to consult and resolve in good faith any penalties, interest and additions to Tax) incurred issues arising in connection with the Merger preparation or otherwise review of any Tax Return or the calculation of any Tax described in connection with this Agreement Section 6.2. If the Purchaser and the transactions contemplated hereby that Selling Shareholder are unable to resolve any dispute at least 10 business days prior to the due date for the filing of the Tax Return in question (including any extension thereof), the Purchaser and the Selling Shareholder shall jointly request a firm of nationally recognized independent certified public accountants mutually acceptable to the Purchaser and the Selling Shareholder to resolve any issue in dispute as promptly as possible. (h) If, after the Closing Date, the Selling Shareholder or any Affiliate receives or is credited with a refund of any Tax attributable to the assets utilization or carryback of HQGW and its Subsidiaries any Tax of the Company arising after the Closing Date, the Selling Shareholder shall be paid pay to the Purchaser an amount equal to the amount of such refund together with any interest received from or credited thereon by the Shareholders and that are attributable to applicable Taxing Authority, net of any Taxes imposed upon the assets Selling Shareholder or any Affiliate by reason of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions receipt of such Tax lawsrefund or credit.

Other Tax Matters. (ai) For any taxable period of HQGW that includes (but does not end on) Following the Closing Date, RSI shall, or Buyer shall cause the Surviving Company toto (A) restate its pre-Closing books and records to conform to GAAP; and (B) determine the Company’s potential unpaid state sales and use tax liabilities for any Pre-Closing Taxable Period (any such Taxes “Pre-Closing Sales Taxes”). The Sellers, timely prepare jointly and file severally, shall be fully responsible for and shall promptly reimburse Buyer, on an as incurred basis, for any out-of-pocket professional fees and expenses incurred by the Company in connection with the appropriate taxing authorities all restatement and determination contemplated by the previous sentence. Further, Sellers shall cooperate fully, as and to the extent reasonably requested by the Company and Buyer, in connection with such endeavors. (ii) Notwithstanding anything in this Agreement to the contrary, in respect of any applications, filing, communications, voluntary disclosure agreements or other Tax Returns required with respect Pre-Closing Sales Taxes (including any related administrative or judicial proceedings) (any “Pre-Closing Sales Tax Matter”), Buyer shall have the right to control the conduct of such Pre-Closing Sale Tax Matter; provided that the Sellers may participate in the conduct of such Pre-Closing Sales Tax Matter. For the avoidance of doubt, the Sellers shall be filedresponsible, jointly and severally, for and indemnify Buyer or its Affiliates pursuant to Section 8.1(a)(viii) from, against and respect of any and all Pre-Closing Sales Tax, and any and all other claims, liabilities, obligations, damages, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to any Pre-Closing Sales Tax Matter; provided, however, that no should Buyer either fail to promptly file a claim for refund, or notify Seller that it does not intend to make a claim for refund in any jurisdiction which was overpaid as a result of any determination of sales tax liability in another jurisdiction, then Seller shall have the right to file a claim for such refund. A promptly filed claim for refund shall mean a claim for refund filed by Buyer within 30 days following Buyer’s receipt of a notice of assessment issued by any jurisdiction assessing Pre-Closing Sales Taxes. Should Seller have the right to file a claim for refund as set forth above, then Buyer shall use its reasonable efforts to provide Seller access to all applicable records, receipts, tax filings and other documents in its possession that relate to such Pre-Closing Sales Tax Return shall Matter as may be filed without the written consent of the Representative, which consent shall not be unreasonably withheldreasonably requested by Seller. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW Parties acknowledge that ends on or before the Closing Date, HQGW shall timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI Buyer may be required to provide sign and file any Tax Return claim for refund, and Buyer will use its reasonable efforts to timely file any claim for refund submitted by Seller. Seller acknowledges and agrees that in the Shareholders event it pursues any claim for refund on behalf of the Company as set forth above, Seller shall be responsible for any legal and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possessionaccounting fees associated with such filings, if any. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to To the extent such records Seller is successful in its claim for refund, all amounts refunded and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of actually received by Buyer shall reduce the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW Buyer’s claim against Seller for any Pre-Closing Sales Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposesMatter. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returns. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax laws.

Other Tax Matters. (a) For Subject to SECTION 10.2(d), for any taxable period of HQGW that includes (but does not end on) the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW POC Companies that ends on or before the Closing Date, HQGW Sellers and their Affiliates shall timely prepare, consistent with past practices and custom of the POC Companies (unless a contrary position is required by Law) and file with the appropriate Governmental Authority (i) all required consolidated, combined or unitary Tax Returns that include any of the POC Companies and at least one entity other than a POC Company (a "GROUP TAX RETURN"), and (ii) all other Tax Returns of the POC Companies for the 2000 tax year. Sellers and their Affiliates shall promptly provide Purchaser with copies of all such Tax Returns (except that as with respect to Group Tax Returns, only insofar as such Group Tax Returns relate to the POC Companies) and shall pay all Taxes due with respect to such Tax Returns. Hanover and its Affiliates shall timely prepare and file with the appropriate taxing authorities Governmental Authority all other Tax Returns relating to a Pre-Closing Tax Period or Straddle Period required to be filed and shall pay all Taxes due with respect to such Tax Returns; providedPROVIDED, howeverHOWEVER, that no Hanover and its Affiliates will prepare such Tax Return Returns consistent with past practices of the POC Companies (unless a contrary position is required by Law) to the extent such Tax Returns relate to the Taxes of any of the POC Companies for a Pre-Closing Tax Period, and Sellers shall be filed without pay Purchaser (in accordance with the prior written consent of RSI procedures set forth in SECTION 9.8) for any amount owed by Sellers and the Represntativetheir Affiliates pursuant to SECTION 9.8 with respect to any such Tax Returns. Hanover, which consent shall not be unreasonably withheld. RSI Sellers and the Shareholders their respective Affiliates agree to cause HQGW the POC Companies to file all Tax Returns for the taxable period including the Closing Date on the basis that the relevant taxable period Taxable Period ended as of the close end of business the day on the Closing Date, unless the relevant taxing authority Governmental Authority will not accept a Tax Return filed on that basis. (b) The Shareholders Sellers shall cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and be responsible for filing all any amended Group Tax Returns and in resolving all disputes and audits with respect to all for taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring years ending on or prior to the Closing Date acting that are required as representative a result of examination adjustments made by the IRS or by the applicable state, local or foreign Governmental Authorities for such taxable years as finally determined. For all other Tax Returns filed by the Shareholders; thereforePOC Companies, RSI agrees after any required amended Tax Returns for taxable years ending on or prior to the Closing to cause the Surviving Company to allow the RepresentativeDate resulting from such examination adjustments, as finally determined, shall be prepared by Purchaser and its agents and other representatives, at times and dates mutually acceptable a copy thereof shall be furnished to the partiesSellers. Sellers shall not file any amended, reasonable access consolidated, combined or unitary Tax Returns that include any of the POC Companies for a period ending on or before the Closing Date without the Purchaser's consent (which consent shall not be unreasonably withheld) if the filing of any such amended Tax Return may affect the Tax liability of any of the POC Companies for which the Purchaser is liable. Except as otherwise provided in this SECTION 10.2(b), the filing of any other amended Tax Return of a POC Company for a Tax Period ending on or before the Closing Date shall require the consent of Purchaser, which consent shall be granted in Purchaser's sole and absolute discretion; provided, however, that such consent will be granted by Purchaser if such filing of an amended Tax Return results in no material adverse Tax consequences to a POC Company in a Post-Closing Tax Period and Sellers indemnify Purchaser for any increase in Taxes of Purchaser or its Affiliates (including the POC Companies) in any Post-Closing Tax Period incurred as a result of the filing of such records from time to time, during normal business hours and at amended Tax Return of a POC Company for a Tax period ending on or before the Shareholders' expenseClosing Date. (c) An The amount equal to 100% of the amount or economic benefit of any refunds, credits refunds or offsets of Taxes of HQGW any POC Entity for any Pre-Closing Tax Period (including that portion of a Straddle Taxable Period ending on or before the Closing Date) Date multiplied by the ownership interest of Purchaser and its Affiliates in that POC Entity immediately after the Closing, shall be for the account of Seller, except to the Shareholdersextent that such refund or offset arises as a result of a POC Entity carryback of a loss or other tax benefit arising from a period beginning after the Closing Date. Notwithstanding the foregoing, (i) The amount of any such refunds, credits refunds or offsets of Taxes of the POC Entities for any Taxable Period beginning after the Closing Date shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such paymentPurchaser. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company POC Entities for any Straddle Period shall be equitably apportioned between in a manner consistent with SECTION 9.8(d). Subject to the Shareholdersrequirements of SECTION 10.2(b), on provided that the one handnon-requesting party, and RSI and acting in good faith, determines that there is a reasonable basis for filing a claim with the Surviving Companyrelevant Governmental Authority, on each party shall, if the other handparty so requests and at such other party's expense, cause the POC Companies to file for and obtain any refunds, credits or offsets to Taxes to which the requesting party is entitled under this SECTION 10.2(c). Purchaser shall permit Sellers to control the prosecution of any such claim relating solely to one or more Taxable Periods ending on or before the Closing Date and, where deemed appropriate by Sellers, shall cause the POC Companies to authorize by appropriate powers of attorney such persons as Sellers shall designate to represent the POC Companies with respect to such refund claim. Each party shall forward, and shall cause its Affiliates to forward, the amount of such refund or offset to Tax to the party entitled pursuant to this Section 6(cSECTION 10.2(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Taxamount, within 30 ten (10) days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided. Notwithstanding the foregoing, however, that any such amounts payable the control of the prosecution of a claim for refund of Taxes paid pursuant to this Section 6(c) a deficiency assessed subsequent to the Closing Date as a result of an audit shall be net governed by the provisions of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(cSECTION 9.8(f). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information If a POC Entity earns credit or loss that is carried back to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns offset income for taxable years a period ending on or prior to the Closing Date which are required and if the Sellers or their Affiliates realizes a reduction in Tax for such a period as a result of examination adjustments made by such carryback (either in the IRS form of a refund or by an offset), the applicable state, municipal, provincial, local or foreign taxing authorities for Sellers shall pay to the Purchaser the amount of such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without reduction within 10 days after the prior written consent receipt of the Representative refund or the offset. The Sellers and RSItheir Affiliates shall, which consent shall not be unreasonably withheld. For those jurisdictions at the request of the Purchaser, cooperate in which separate connection with the filing of any necessary Tax Returns are filed by HQGWand other documents to effect such a carryback at Purchaser's expense, any required amended returns resulting from such examination adjustments, as finally determined, and the Sellers shall be prepared by provide a basis for the Surviving Company or RSI and furnished computation of the amount paid to the Representative, for approval at least 30 days prior Purchaser pursuant to the due date for filing such Tax Returnsthis SECTION 10.2(d) in reasonable detail. (e) All Sellers, the POC Companies and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all Taxable Periods relating to Taxes. Sellers and Purchaser agree (i) to retain all books and records with respect to Tax matters pertinent to any POC Company relating to any Tax Period beginning before the Closing Date until the applicable Tax Statute of Limitations Date and to abide by all record retention agreements entered into with any Governmental Authority; (ii) to allow the other party and its representatives at times and dates mutually acceptable to the parties, to inspect, review and make copies of such records as such party may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours at such party's expense; and (iii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Sellers and Purchaser, as the case may be, shall allow the other party to take possession of such books and records. (f) Subject to SECTION 10.1(d), all transfer, documentary, sales, use, stamp, registration and other such similar Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid borne by the Shareholders Sellers, and that are attributable to the assets of VANTAS Sellers and its Subsidiaries shall be paid by RSI. The Representative and RSI Purchaser shall cooperate in timely preparing and filing all Tax Returns Returns, and other documentation on a timely basis as may be required to comply with the provisions of such Tax laws. (g) Sellers shall cause the provisions of any Tax sharing agreement or similar arrangement between Sellers or any of their Affiliates, on the one hand, and the POC Entities on the other hand, to be terminated on or before the Closing Date. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement. (h) The consideration for the OSI Assets shall be allocated and reported for tax purposes in accordance with the provisions of SECTION 10.1(c).

Other Tax Matters. (a) For any taxable period of HQGW that includes (but does not end on) the Closing Date, RSI shall, or shall cause the Second Step Surviving Company Corporation to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends on or before the Closing Date, HQGW shall timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the RepresntativeRepresentative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis. (b) The Shareholders RSI shall cause HQGW to, and the Shareholders, RSI and the Second Step Surviving Company Corporation shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Second Step Surviving Company Corporation to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Second Step Surviving Company Corporation to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' ’ expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Second Step Surviving Company Corporation and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Second Step Surviving Company Corporation (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Second Step Surviving CompanyCorporation, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Second Step Surviving CompanyCorporation, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Second Step Surviving Company Corporation for any taxable period beginning after the Closing Date shall be for the account of the Second Step Surviving Company Corporation and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Second Step Surviving Company Corporation for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Second Step Surviving CompanyCorporation, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Second Step Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Second Step Surviving Company Corporation or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returns. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax laws.

Other Tax Matters. (a) For After the Closing Date, Purchaser and Seller shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return, determining a liability for Taxes or participating in or conducting any audit, administrative, judicial or other proceeding in respect of Taxes (a “Tax Proceeding”). Without limiting the scope of the foregoing, Purchaser and Seller shall each make available to the other, as reasonably requested, all information, records or documents relating to Tax matters of the Seller for all taxable periods prior to or including the Closing Date and shall preserve all such information, records and documents until the expiration of any applicable Tax statute of limitations or extensions thereof. (b) In the event that any Taxing Authority shall assess any Transfer Taxes or Taxes against Seller in connection with the conduct of the Business, Seller and the Members shall have no recourse against, and shall not seek reimbursement from, the customers of the Business with respect to which such Taxes shall have been assessed. (c) Any Tax Return that must be filed in connection with Transfer Taxes shall be prepared and filed when due by the party primarily or customarily responsible under the applicable local Law for filing such Tax Returns, and such party shall use its reasonable efforts to provide such Tax Returns to the other party at least ten (10) days prior to the date such Tax Returns are due to be filed (taking into account any valid extension). The party providing such Tax Returns to the other party hereby agrees that it will act in good faith to consider and incorporate any comments that the other party might have on or relating to such Tax Returns. Notwithstanding the foregoing, Seller shall be solely responsible for the prompt payment of all Transfer Taxes. If Tax Returns related to Transfer Taxes are required to be prepared and filed by Purchaser, Seller shall promptly pay to Purchaser the amount of any such Transfer Taxes. (d) To the extent not otherwise allocated in this Agreement, real estate Taxes, personal property Taxes, ad valorem Taxes, payroll Taxes, and similar items that are payable with respect to any taxable period of HQGW that includes (but does not end on) on the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return Date shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) adjusted and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject allocated between Seller and Purchaser to the limitation set forth extent necessary in Section 5) with respect order that all such expenses attributable to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends on or before the Closing Date, HQGW shall timely prepare and file with Date (regardless of the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return date of order or invoice) shall be filed without for the prior written consent account of, and paid by, Seller, and all such expenses attributable to the period after the Closing Date (regardless of RSI the date of order or invoice) shall be for the account of, and paid by, Purchaser. Where necessary, such items apportioned between the period deemed to end on the Closing Date and the Represntative, which consent shall not be unreasonably withheld. RSI and period deemed to begin on the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including day following the Closing Date on the basis that the relevant taxable period ended as of an interim closing of the close of business books, except that Taxes imposed on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis. periodic basis (b) The Shareholders shall cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to such as real or personal property Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined allocated on a marginal daily basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returns. (e) All transfer, documentary, sales, use, registration The Seller shall comply with all bulk transfer notification and other provisions required for all state or local Tax purposes with respect to the transactions contemplated by this Agreement and, in connection therewith, the Purchaser and the Seller shall comply with the terms of such Taxes provisions and/or any response to the filing of such forms and notifications (including, without limitation, any requirement that some or all of the Purchase Price be withheld or placed in escrow). Without limiting the foregoing, Seller shall (i) file a final return (including but not limited to Form ST 915 Request for Sale Tax Release) within fifteen days after the Closing in accordance with Section 5739.14 of the Ohio Revised Code and pay all applicable real estate transfer taxes, interest, penalties and other amounts due and owing in connection therewith, and provide the Purchaser, immediately upon receipt thereof by Seller, with either a receipt from the Ohio tax commissioner showing that the taxes, interest, and penalties have been paid, or gains Taxes and stock transfer Taxesa certificate from the Ohio tax commissioner indicating that no taxes are due, (ii) and related fees file a final return (including any penaltiesbut not limited to Form ST 915 Request for Sale Tax Release) within fifteen days after the Closing in accordance with Section 5747.07(H) of the Ohio Revised Code and pay all taxes, interest interest, penalties and additions other amounts due and owing in connection therewith, and provide the Purchaser, immediately upon receipt thereof by Seller, with either a receipt from the Ohio tax commissioner showing that the taxes, interest, and penalties have been paid, or a certificate from the Ohio tax commissioner indicating that no taxes are due, (ii) file a final return within fifteen days after the Closing in accordance with Section 5747.07(H) of the Ohio Revised Code and pay all taxes, interest, penalties and other amounts due and owing in connection therewith, and provide the Purchaser, immediately upon receipt thereof by Seller, with either a receipt from the Ohio tax commissioner showing that the taxes, interest, and penalties have been paid, or a certificate from the Ohio tax commissioner indicating that no taxes are due and (iii) file a final return within forty five days after the Closing in accordance with Section 5751.10 of the Ohio Revised Code and pay all taxes, interest, penalties and other amounts due and owing in connection therewith. Seller shall provide the Purchaser, immediately upon receipt thereof by Seller, with either a receipt from the Ohio tax commissioner showing that the taxes, interest, and penalties have been paid, or a certificate from the Ohio tax commissioner indicating that no taxes are due. (f) As soon as practicable following Closing, Purchaser undertakes to submit a Request for Business Number to the Canada Revenue Agency to be registered for purposes of Goods and Services Tax/Harmonized Sales Tax in Canada. Purchaser shall notify Seller of such registration or account number for Goods and Services Tax/Harmonized Sales Tax upon receipt. Purchaser and Seller agree to execute an election pursuant to subsection 167(1) incurred of the Excise Tax Act (Canada) in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable sale to the assets Purchaser of HQGW and its Subsidiaries the Purchased Assets which are situate in Canada or used in whole or in part in Canada, such that no tax under the Excise Tax Act (Canada) shall be paid by payable in respect of the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions sale of such assets and Purchaser shall file such election within the time required under such legislation. Purchaser agrees to indemnify Seller against the Goods and Services Tax/Harmonized Sales Tax lawswhich the Canada Revenue Agency assesses or reassesses against the Seller in the event that subsection 167(1) of the Excise Tax Act (Canada) does not apply to this transaction or the election referred to above is not filed.

Other Tax Matters. (a) For All Tax sharing agreements between Grande and any taxable period other Person, including without limitation, the Affiliates of HQGW that includes Seller, are hereby terminated as of the Closing Date and all rights and obligations of Grande with respect to Taxes shall be as provided herein. (but does not end onb) Any Tax allocation agreement or arrangement in effect shall be extinguished in full as of the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all . (c) Tax Returns (each a "Pre-Closing Return") which are required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to Grande or Grande's interest in the taxable periods covered by such Tax Returns. For any Partnership on a consolidated, unitary or other combined basis with the Tesoro Group, or the appropriate parent for a taxable period which ends on or before the Closing Date (a "Pre-Closing Period") shall be prepared and filed by (or shall be the responsibility of) Seller, which shall include the preparation and filing of HQGW that ends the consolidated federal and state income Tax Returns of the Tesoro Group which includes Grande's interest in the Partnership for the period up to and including the Closing Date. In the case of those jurisdictions which require a short-period Tax Return ending on or before the Closing Date, HQGW Seller shall timely prepare and file with the all appropriate taxing authorities all Tax Returns returns required to be filed and shall pay all Taxes due with respect to Income Taxes attributable to the operations and the Operating Assets for the pre-Closing periods. All such Tax Returns; provided, however, that no such Tax Return Pre-Closing Returns shall be filed without the on a basis consistent with prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns filed with respect to Grande's interest in the Partnership. Seller or the appropriate parent of Grande or the Partnership shall timely pay or cause to be paid all Taxes shown on such Pre-Closing Returns. All Tax Returns which (i) are required to be filed with respect to Grande's interest in the Partnership on a separate basis (including the preparation of supporting schedules, Tax Returns and other Tax information with respect to Grande's interest in the Partnership necessary for completion of the taxable period including Pre-Closing Returns) after the Closing Date on the basis that the relevant taxable period ended as of the close of business on the for a Pre-Closing Date, unless the relevant taxing authority will not accept Period (a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to"Post-Closing Return"), and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably (ii) are required to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits be filed or with respect to all Grande's interest in the Partnership for a taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes period that the Shareholders will need access, from time to time, ends after the Closing Date, including any Tax Return (a "Straddle Return") for a Straddle Period, shall be prepared and filed by Buyer; subject to certain accounting the rights to indemnification and other rights under 16.1(a) and subsection 16.2(e), Buyer shall timely pay or cause to be paid all Taxes shown on such Tax records Returns. (d) Seller agrees to provide Buyer and Buyer agrees to provide Seller with such cooperation and information held by as the Surviving Company other shall reasonably request in connection with the preparation or filing of any Tax Return required under this Agreement. (e) With respect to any Straddle Period, to the extent such records and information pertain permitted by applicable law, Seller shall elect to events occurring prior to treat the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% last day of the amount taxable period. If applicable law, regulation or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after Governmental Order will not permit the Closing Date (or to be the last day of a period, the Income Tax attributable to the operations of Grande and Grande's interest in the Partnership for the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, period up to and including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for (i) in the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit case of a refundflat minimum dollar amount Tax, credit or offset to Tax the total amount of such refundTaxes multiplied by a fraction, or the economic benefit numerator of which is the number of days in the partial period through and including the Effective Time and the denominator of which is the total number of days in such credit or offset to TaxStraddle Period, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as and (ii) in the case may be; providedof all Income Taxes, however, that any such amounts payable pursuant to this Section 6(c) shall be net the Tax computed on the basis of any Tax cost the taxable income or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates loss attributable to Grande's interest in the receipt of such refund, credit Partnership for the partial period through and including the Closing Date as determined from their Books and Records. All Other Taxes arising with or offset related to Tax and/or the payment of such amounts pursuant to this a Straddle Period will be allocated as provided in Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes13.3. (df) The Shareholders With respect to any Post-Closing Return or Straddle Return, Buyer shall supply any necessary information to enable the Surviving Corporation to file any amended consolidateddeliver, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Return (including any extension) to Seller a statement setting forth the amount of Income Tax which Seller owes pursuant to subsection 16.1(a), including the allocation of Taxes under subsection 16.2(e), and copies of such Tax Return. Seller shall have the right to review such Tax Returns and the allocation of Taxes and to suggest to Buyer any reasonable changes to such Tax Returns no later than 15 days prior to the date for the filing of such Tax Returns. Seller and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Tax Returns and allocation of Taxes and mutually to consent to the filing as promptly as possible of such Tax Returns. Not later than 15 days before the due date for the payment of Income Taxes with respect to such Tax Returns, Seller shall pay to Buyer an amount equal to the Income Taxes as agreed to by Buyer and Seller as being owed by Seller, pursuant to subsection 16.1(a). In the event that Buyer and Seller cannot agree on the amount of Income Taxes owed by Seller, with respect to a Straddle Return or a Post-Closing Return, Seller shall pay to Buyer the amount of Income Taxes reasonably determined by Buyer to be owed by them pursuant to subsection 16.1(a). Within ten (10) days following such payment, Seller and Buyer shall refer the matter to an independent "Big-Five" accounting firm agreed to by Buyer and Seller to arbitrate the dispute. Seller and Buyer shall equally share the fees and expenses of such accounting firm, and its determination as to the amount owing by Seller, pursuant to Section 16.1(a) with respect to a Straddle Return or Post-Closing Return shall be binding on both parties. Within five (5) days of the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return or a Post-Closing Return by the amount of any estimated Taxes paid with respect to such Taxes by or on behalf of Grande on or before the Closing Date. (eg) All transfer, documentary, sales, use, registration and other such Seller shall have the right to all refunds of Taxes (including all applicable real estate transfer interest thereon), which relate to Taxes of Grande or gains Grande's interest in the Partnership for Pre-Closing Periods and Straddle Periods, to the extent provided in the following sentences. Buyer shall pay over to Seller any such refunds within ten (10) days of receipt thereof, net of any Taxes imposed on Buyer or Grande by reason of the receipt of such refund. To the extent any refund of Taxes is made with respect to a Pre-Closing Period or a Straddle Period, such refund shall be apportioned between Buyer and stock transfer TaxesSeller, based on the appropriate allocation method set forth in Section 16.2(e). (h) Buyer and related fees (including Seller agree to consult and resolve in good faith any penalties, interest and additions to Tax) incurred issues arising in connection with the Merger preparation or otherwise review of any Tax Return or the calculation of any Tax described in connection with this Agreement Section 16.2. (i) At the Closing, Seller, Grande and the transactions contemplated hereby Partnership each shall deliver to Buyer certificates signed under penalties of perjury (i) stating that are attributable it is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer Identification Number and (iii) providing its address, all pursuant to Section 1445 of the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax lawsCode.

Other Tax Matters. (a) For any At the Shareholder Parties’ sole expense, the Shareholders’ Committee shall cause to be prepared and filed all federal and state income tax returns required to be filed by the Company (including, without limitation, composite income tax returns in Colorado, Utah and Idaho) for taxable period of HQGW that includes (but does not end on) periods ending prior to or on the Closing Date, RSI shall, Date which are to be filed after the Closing Date (the “Shareholders’ Returns”). The Shareholders’ Returns shall be prepared in a manner consistent with the Company’s past practice except as otherwise required by applicable Law. Buyer shall make available or shall cause the Surviving Corporation to make available to the Shareholders’ Committee (and to the accountants and attorneys of Shareholders’ Committee) any and all books and records and other documents and information in its possession or control relating to the Company torequested by such Persons, as well as reasonable assistance from Xxxx Xxxxxxx and other employees of the Surviving Corporation, in order to prepare the Shareholders’ Returns. Buyer will cause duly authorized officers of the Surviving Corporation (or any successor thereof) timely prepare to execute such Shareholders’ Returns. (b) Buyer shall promptly notify the Shareholders’ Committee following receipt of any notice of audit or other proceeding relating to any Shareholders’ Return or any other federal or state tax return filed on or before the Closing Date (together with all Shareholders’ Returns, the “Prior Period Returns”). The Shareholders’ Committee shall have the right to control any and file with all audits or other proceedings relating to any Prior Period Return, including the appropriate taxing authorities all Tax Returns required to be filed; filing of an amended return, provided, however, that no such Tax the Shareholders’ Committee shall not agree to the resolution of any audit or other proceeding relating to a Prior Period Return shall be filed or file an amended Prior Period Return that would have a material adverse effect on the Surviving Corporation without the written consent of the RepresentativeBuyer’s consent, which consent shall not be unreasonably withheld. The Shareholders Buyer shall reimburse RSI (in accordance with make available or shall cause the procedures set forth in Sections 3(a) Surviving Corporation to make available to the Shareholders’ Committee any and 3(c)) for any amount owed all books and records of the Surviving Corporation and other documents requested by the Shareholders Shareholders’ Committee and shall make available employees of the Surviving Corporation to RSI pursuant enable the Shareholders’ Committee to such Sections (subject to the limitation set forth in Section 5) defend any audit or other proceeding with respect to any Prior Period Return and shall cooperate with the Shareholders’ Committee in defense of such audits. (c) Buyer shall cause the Surviving Corporation to file any and all other Tax Returns of the Company or the Surviving Corporation, as applicable, for taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends ending prior to, on or before after the Closing Date which are to be filed after the Closing Date, HQGW ; provided that Buyer shall timely prepare and not file with the appropriate taxing authorities all any such Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed include the Closing Date or that would result in an increase in the taxes of any Shareholder without the prior written consent of RSI and the RepresntativeShareholders’ Committee, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returns. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax laws.

Other Tax Matters. (a) For any taxable period of HQGW that includes (but does not end on) Parent shall include the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such its Subsidiaries in Parent’s consolidated Federal Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (and in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends on or before the Closing Date, HQGW shall timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Combined Tax Return shall be filed without the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including the Closing Date on the basis that the relevant taxable period ended as of through the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to, All Federal Tax and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Combined Tax Returns and in resolving all disputes and audits required to be filed after the Closing Date with respect to all taxable periods relating the Company or any Subsidiary with respect to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period will be filed by Parent when due (including that portion taking into account any extension of a Straddle Period ending required filing date). Such Returns must be filed consistent with past practice, but in any case in accordance with applicable Law. (c) Buyer covenants that it will not cause the Company, any Subsidiary or any Affiliate of Buyer to take any action on the Closing Date) shall Date other than in the ordinary course of business that Buyer knows would reasonably be for the account expected to give rise to any Tax liability or reduce any Tax Asset of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposesParent Group. (d) The Shareholders Buyer shall supply (i) use its reasonable best efforts to cause the Company or any necessary information Subsidiary to enable the Surviving Corporation pay to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required Parent all refunds of Taxes (other than as a result of examination adjustments made provided in Section 8.08) and interest thereon received by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI any Subsidiary attributable to Taxes paid by Parent, Seller, the Company or any Subsidiary (or any predecessor or Affiliate of Parent or Seller) with respect to any Pre-Closing Tax Period and furnished (ii) promptly pay or cause to the Representative, for approval at least 30 days prior be paid to the due date for filing Parent all such Tax Returnsrefunds of Taxes (other than as provided in Section 8.08) and interest thereon received by Buyer or any Affiliate of Buyer. (e) All transfer, documentary, sales, use, stamp, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest penalties and additions to Taxinterest) incurred in connection with the Merger or otherwise in connection with transactions contemplated by this Agreement (including any real property transfer Tax and any similar Tax) shall be borne equally by Parent and Buyer and Buyer will file all necessary Returns and other documentation with respect to all such Taxes and fees, and, if required by applicable law, Parent will, and will cause its Affiliates to, join in the execution of any such Returns and other documentation. Buyer and Parent will split any costs associated with such filing. (f) Notwithstanding Section 8.04(a), Buyer agrees that Parent is to have no liability for any Tax resulting from any action, referred to in Section 8.03(c), of the Company, any Subsidiary, Buyer or any Affiliate of Buyer and agrees to indemnify and hold harmless Parent and its Affiliates against (i) any such Tax (together with any interest, penalty, addition to Tax or additional amount), (ii) any Tax or Damages incurred or suffered by Parent or any of its Affiliates, arising out of its breach of any other covenant or agreement contained in this Article 8, (iii) any Tax imposed on the Company or any Subsidiary with respect to a taxable period or portion thereof beginning after the Closing Date that is not subject to Parent’s indemnification obligation under Section 8.04(a) and (iv) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorney’s fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in clause (i), (ii) or (iii) above. Parent agrees to give prompt notice to Buyer of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought under this Section 8.03(f). Buyer may participate in any such suit, action or proceeding at its own expense and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI parties hereto shall cooperate in timely preparing the defense or prosecution thereof. Parent and its Affiliates shall not settle or compromise any such claim without the prior written consent of Buyer, which shall not be unreasonably withheld. (g) Buyer and Parent agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company and any Subsidiary as is reasonably necessary for the filing of any Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment. Buyer and Parent agree to retain or cause to be retained all books and records pertinent to the Company and the Subsidiaries until the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any Taxing Authority. Buyer shall use its reasonable efforts to cause the Company to give Parent reasonable notice prior to transferring, discarding or destroying any such books and records relating to Tax Returns as may be required matters and, if Parent so requests, to comply with cause the provisions Company to allow Parent to take possession of such books and records. Buyer and Parent shall cooperate with each other in the conduct of any audit or other proceedings in relation to Tax lawsmatters involving the Company or any Subsidiary and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection.

Other Tax Matters. (a) For All tax sharing agreements between the Company and any taxable period other party hereby are terminated as of HQGW that includes (but does not end on) the Closing Date, RSI shall, or Date without cost to the Company to the extent they may effect Taxes that are the responsibility of the Buyer and all rights and obligations of the Company with respect to Taxes shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all be as provided herein. (b) Tax Returns returns (each a "Pre-Closing Return") which are required to be filed; provided, however, that no such Tax Return shall or may electively be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any Company on a consolidated, unitary or other combined basis with Shell or the appropriate parent for a taxable period of HQGW that which ends on or before the Closing Date (a "Pre-Closing Period") shall be prepared and filed by (or shall be the responsibility of) Seller, which shall include the preparation and filing of the consolidated federal and state income tax returns of the Group which includes the Company for the period up to and including the Closing Date, HQGW . The Pre-Closing Return shall be prepared on a basis consistent with prior returns for the Company. Seller or the appropriate parent of the Company shall timely prepare and file with the appropriate taxing authorities pay or cause to be paid all Tax Returns Taxes shown on such Pre-Closing Returns. All tax returns which (i) are required to be filed and shall pay all Taxes due by or with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns Company for the a taxable period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, ends after the Closing Date, to certain accounting including any tax return for a Bridge Period (as defined in Section 14.07(e) herein), shall be prepared and Tax records and information held filed by the Surviving Company Buyer, subject to the extent such records rights to indemnification under Section 14.07(a) and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the RepresentativeSection 12.07(e), and its agents and other representatives, at times and dates mutually acceptable Buyer shall timely pay or cause to the parties, reasonable access to be paid all Taxes shown on such records from time to time, during normal business hours and at the Shareholders' expensetax returns. (c) An amount equal Seller agrees to 100% of provide Buyer and Buyer agrees to provide Seller with such cooperation and information as the amount other shall reasonably request in connection with the preparation or economic benefit filing of any refundstax return required under this Agreement. (d) With respect to any Bridge Period, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refundspermitted by applicable law, credits or offsets of Taxes are attributable (determined on a marginal basis) the Company shall elect to the carryback from a taxable period beginning after treat the Closing Date (as the last day of the taxable period. If applicable law, regulation or governmental order will not permit the Closing Date to be the last day of a period, the Tax attributable to the Operations of the Company for the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, period up to and including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for (i) in the account case of real or personal property Taxes a flat minimum dollar amount Tax, the total amount of such Taxes multiplied by a fraction, the numerator of which is the number of days in the partial period through and including the Closing Date and the denominator of which is the total number of days in such Bridge Period, (ii) in the case of all Taxes based on or in respect of income, the Tax computed on the basis of the Surviving Company and RSI. The amount taxable income or economic benefit loss of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between such partial period as determined from its books and records, and (iii) in the Shareholderscase of all other Taxes, on the one hand, basis of the actual activities of the Company for such partial period as determined from its books and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposesrecords. (de) The Shareholders With respect to any Post-Closing Return or Bridge Return, Buyer shall supply any necessary information to enable the Surviving Corporation to file any amended consolidateddeliver, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 forty-five (45) days prior to the due date for filing such tax return (including any extension) to Seller a statement setting forth the amount of Tax Returnsfor which Seller owes pursuant to Section 14.07(a), including the allocation of Taxes under Section 12.07(d), and copies of such tax return. Seller shall have the right to review such tax returns and the allocation of tax liability and to suggest to Buyer any reasonable changes to such tax returns no later than fifteen (15) days prior to the date for the filing of such tax returns. Seller and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a, result of the review of such tax returns and allocation of tax liability and mutually to consent to the filing as promptly as possible of such tax returns. Not later than fifteen (15) days before the due date for the payment of Taxes with respect to such tax returns, Seller shall pay to Buyer an amount equal to the Taxes as agreed to by Buyer and Seller as being owed by Seller, pursuant to Section 14.07(a). In the event that Buyer and Seller cannot agree on the amount of Taxes owed by Seller, with respect to a Bridge Return or a Post-Closing Return, Seller shall pay to Buyer the amount of Taxes reasonably determined by Buyer to be owed by them pursuant to Section 14.07(a). Within ten (10) days following such payment, Seller and Buyer shall refer the matter to an Accounting Firm agreed to by Buyer and Seller to arbitrate the dispute. Seller and Buyer shall equally share the fees and expenses of such Accounting Firm and its determination as to the amount owing by Seller, pursuant to Section 14.07(a) with respect to a Bridge Return or Post-Closing Return shall be binding on both Parties. Within five (5) days of the determination by such Accounting Firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such Accounting Firm to be owed. Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Bridge Return or a Post-Closing Return by the amount of any estimated Taxes paid with respect to such tax liabilities by or on behalf of the Company on or before the Closing Date. (ef) All transfer, documentary, sales, use, registration and other such Seller shall have the right to all refunds of Taxes (including all applicable real estate transfer interest thereon), other than refunds which are reflected as an asset in the calculation of Net Working Capital, which relate to Taxes of the Company for Pre-Closing Periods and, to the extent provided in the following sentence, for Bridge Periods. Buyer shall pay over to Seller any such refunds within ten (10) days of receipt thereof, net of any Tax imposed on Buyer or gains Taxes the Company by reason of the receipt of such refund. To the extent any refund of Taxes, other than refunds which are reflected as an asset in the calculation of Net Working Capital, is made with respect to a Bridge Period, such refund shall be apportioned between Buyer and stock transfer TaxesSeller, based on the appropriate allocation method set forth in clauses (i), (ii) or (iii) of Section 12.07(d). (g) Buyer and related fees (including Seller agree to consult and resolve in good faith any penalties, interest and additions to Tax) incurred issues arising in connection with the Merger preparation or otherwise review of any tax return or the calculation of any Tax described in connection this Section 12.07. (h) If, after the Closing Date, Seller or any Affiliate receives or is credited with this Agreement and the transactions contemplated hereby that are a refund of any Tax attributable to the assets utilization or carryback of HQGW and its Subsidiaries any Tax attribute (e.g., net operating losses, Tax credits) of the Company arising after the Closing Date, Seller shall be paid pay to Buyer an amount equal to the amount of such refund together with any interest received from or credited thereon by the Shareholders and that are attributable to applicable taxing authority, net of any Taxes imposed upon Seller or any Affiliate by reason of the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions receipt of such Tax lawsrefund or credit. (i) At the Closing, Seller shall deliver to Buyer certificates signed under penalties of perjury (i) stating that it is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer Identification Number and (iii) providing its address, all pursuant to Section 1445 of the Code, each such certificate to be substantially in the form attached hereto as Exhibit 12.07(i).

Other Tax Matters. (a) For All Tax sharing agreements between Grande and any taxable period other Person, including without limitation, the Affiliates of HQGW that includes Seller, are hereby terminated as of the Closing Date and all rights and obligations of Grande with respect to Taxes shall be as provided herein. (but does not end onb) Any Tax allocation agreement or arrangement in effect shall be extinguished in full as of the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all . (c) Tax Returns (each a "Pre-Closing Return") which are required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to Grande or Grande's interest in the taxable periods covered by such Tax Returns. For any Partnership on a consolidated, unitary or other combined basis with the Tesoro Group, or the appropriate parent for a taxable period which ends on or before the Closing Date (a "Pre-Closing Period") shall be prepared and filed by (or shall be the responsibility of) Seller, which shall include the preparation and filing of HQGW that ends the consolidated federal and state income Tax Returns of the Tesoro Group which includes Grande's interest in the Partnership for the period up to and including the Closing Date. In the case of those jurisdictions which require a short- period Tax Return ending on or before the Closing Date, HQGW Seller shall timely prepare and file with the all appropriate taxing authorities all Tax Returns returns required to be filed and shall pay all Taxes due with respect to Income Taxes attributable to the operations and the Operating Assets for the pre-Closing periods. All such Tax Returns; provided, however, that no such Tax Return Pre-Closing Returns shall be filed without the on a basis consistent with prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns filed with respect to Grande's interest in the Partnership. Seller or the appropriate parent of Grande or the Partnership shall timely pay or cause to be paid all Taxes shown on such Pre-Closing Returns. All Tax Returns which (i) are required to be filed with respect to Grande's interest in the Partnership on a separate basis (including the preparation of supporting schedules, Tax Returns and other Tax information with respect to Grande's interest in the Partnership necessary for completion of the taxable period including Pre-Closing Returns) after the Closing Date on the basis that the relevant taxable period ended as of the close of business on the for a Pre-Closing Date, unless the relevant taxing authority will not accept Period (a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to"Post-Closing Return"), and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably (ii) are required to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits be filed or with respect to all Grande's interest in the Partnership for a taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes period that the Shareholders will need access, from time to time, ends after the Closing Date, including any Tax Return (a "Straddle Return") for a Straddle Period, shall be prepared and filed by Buyer; subject to certain accounting the rights to indemnification and other rights under 16.1(a) and subsection 16.2(e), Buyer shall timely pay or cause to be paid all Taxes shown on such Tax records Returns. (d) Seller agrees to provide Buyer and Buyer agrees to provide Seller with such cooperation and information held by as the Surviving Company other shall reasonably request in connection with the preparation or filing of any Tax Return required under this Agreement. (e) With respect to any Straddle Period, to the extent such records and information pertain permitted by applicable law, Seller shall elect to events occurring prior to treat the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% last day of the amount taxable period. If applicable law, regulation or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after Governmental Order will not permit the Closing Date (or to be the last day of a period, the Income Tax attributable to the operations of Grande and Grande's interest in the Partnership for the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, period up to and including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for (i) in the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit case of a refundflat minimum dollar amount Tax, credit or offset to Tax the total amount of such refundTaxes multiplied by a fraction, or the economic benefit numerator of which is the number of days in the partial period through and including the Effective Time and the denominator of which is the total number of days in such credit or offset to TaxStraddle Period, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as and (ii) in the case may be; providedof all Income Taxes, however, that any such amounts payable pursuant to this Section 6(c) shall be net the Tax computed on the basis of any Tax cost the taxable income or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates loss attributable to Grande's interest in the receipt of such refund, credit Partnership for the partial period through and including the Closing Date as determined from their Books and Records. All Other Taxes arising with or offset related to Tax and/or the payment of such amounts pursuant to this a Straddle Period will be allocated as provided in Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes13.3. (df) The Shareholders With respect to any Post-Closing Return or Straddle Return, Buyer shall supply any necessary information to enable the Surviving Corporation to file any amended consolidateddeliver, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Return (including any extension) to Seller a statement setting forth the amount of Income Tax which Seller owes pursuant to subsection 16.1(a), including the allocation of Taxes under subsection 16.2(e), and copies of such Tax Return. Seller shall have the right to review such Tax Returns and the allocation of Taxes and to suggest to Buyer any reasonable changes to such Tax Returns no later than 15 days prior to the date for the filing of such Tax Returns. Seller and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Tax Returns and allocation of Taxes and mutually to consent to the filing as promptly as possible of such Tax Returns. Not later than 15 days before the due date for the payment of Income Taxes with respect to such Tax Returns, Seller shall pay to Buyer an amount equal to the Income Taxes as agreed to by Buyer and Seller as being owed by Seller, pursuant to subsection 16.1(a). In the event that Buyer and Seller cannot agree on the amount of Income Taxes owed by Seller, with respect to a Straddle Return or a Post-Closing Return, Seller shall pay to Buyer the amount of Income Taxes reasonably determined by Buyer to be owed by them pursuant to subsection 16.1(a). Within ten (10) days following such payment, Seller and Buyer shall refer the matter to an independent "Big-Five" accounting firm agreed to by Buyer and Seller to arbitrate the dispute. Seller and Buyer shall equally share the fees and expenses of such accounting firm, and its determination as to the amount owing by Seller, pursuant to Section 16.1(a) with respect to a Straddle Return or Post-Closing Return shall be binding on both parties. Within five (5) days of the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return or a Post-Closing Return by the amount of any estimated Taxes paid with respect to such Taxes by or on behalf of Grande on or before the Closing Date. (eg) All transfer, documentary, sales, use, registration and other such Seller shall have the right to all refunds of Taxes (including all applicable real estate transfer interest thereon), which relate to Taxes of Grande or gains Grande's interest in the Partnership for Pre-Closing Periods and Straddle Periods, to the extent provided in the following sentences. Buyer shall pay over to Seller any such refunds within ten (10) days of receipt thereof, net of any Taxes imposed on Buyer or Grande by reason of the receipt of such refund. To the extent any refund of Taxes is made with respect to a Pre-Closing Period or a Straddle Period, such refund shall be apportioned between Buyer and stock transfer TaxesSeller, based on the appropriate allocation method set forth in Section 16.2(e). (h) Buyer and related fees (including Seller agree to consult and resolve in good faith any penalties, interest and additions to Tax) incurred issues arising in connection with the Merger preparation or otherwise review of any Tax Return or the calculation of any Tax described in connection with this Agreement Section 16.2. (i) At the Closing, Seller, Grande and the transactions contemplated hereby Partnership each shall deliver to Buyer certificates signed under penalties of perjury (i) stating that are attributable it is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer Identification Number and (iii) providing its address, all pursuant to Section 1445 of the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax lawsCode.

Other Tax Matters. (a) For any In the case of Taxes arising in a taxable period of HQGW any Company that includes (but does not end on) the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends on or before the Closing Date, HQGW shall timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless except as provided in the relevant taxing authority will next sentence, the allocation of such Taxes between the Pre-Closing Period and the Post-Closing Period shall be made on the basis of an interim closing of the books as of the end of the Closing Date. In the case of (i) franchise Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding; and (ii) AD VALOREM Taxes, in either case attributable to any taxable period that includes but does not accept end on the Closing Date, the portion of such Taxes attributable to the Pre-Closing Period shall be the amount of such Taxes for the entire taxable period, multiplied by a Tax Return filed fraction the numerator of which is the number of calendar days in such taxable period ending on and including the Closing Date and the denominator of which is the entire number of calendar days in such taxable period; PROVIDED, HOWEVER, that basisif any property, asset or other right of any Company is sold or otherwise transferred prior to the Closing Date, then AD VALOREM Taxes pertaining to such property, asset or other right shall be attributed entirely to the Pre-Closing Period. (b) The Shareholders shall file or cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing be filed all Tax Returns and in resolving all disputes and audits with respect to of each Company for all taxable periods relating that end on or before the Closing Date. The Shareholders will allow Purchaser an opportunity to Taxes, review and comment upon such Tax Returns (including any amended Tax Returns). The Shareholders shall pay all Tax liabilities shown by maintaining and making available such Tax Returns to each other be due. (c) Purchaser shall file or cause to be filed all records necessary Tax Returns of any Company that are not described in connection with Taxes, provided, however, in no event shall RSI be required Section 12.3(b). With respect to provide any Tax Return to the Shareholders of any Company for a taxable period that begins on or before and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, ends after the Closing Date, not later than five Business Days before the due date (including any extension thereof) for payment of Taxes with respect to certain accounting and such Tax records and information held by Return, the Surviving Shareholders shall pay to such Company the portion of the Taxes set forth on such Tax Return that are allocable to the extent such records and information pertain to events occurring Pre-Closing Period, net of any payments made prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with in respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes, whether as estimated Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposesotherwise. (d) The Shareholders Each Party hereto shall supply provide to each of the other Parties hereto such cooperation and information as any necessary information of them reasonably may request relating to enable Taxes. Each Party will retain all Tax Returns, schedules and work papers, and all material records and other documents relating to Tax matters of the Surviving Corporation to file any amended consolidated, combined or unitary Companies for their Tax Returns for taxable years period first ending on or prior to after the Closing Date which are required as a result and for all prior Tax periods until the later of examination adjustments made by (i) the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent expiration of the Representative and RSI, statute of limitations for the Tax periods to which consent shall not be unreasonably withheld. For those jurisdictions in which separate the Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company and other documents relate; or RSI and furnished to the Representative, for approval at least 30 days prior to (ii) eight years following the due date (without extension) for filing such Tax Returns. (e) All transfer. Thereafter, documentarythe Party holding such Tax Returns or other documents may dispose of them; PROVIDED, sales, use, registration and other that such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable Party shall give to the assets other Party ninety (90) calendar days' prior written notice prior to doing so. Each Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax lawsany documents or information so provided.

Other Tax Matters. (a) For Any Tax refunds that are received by Buyer or its Affiliates (including the Company) and any taxable period amounts credited against Tax to which Buyer or its Affiliates (including the Company) become entitled, in each case with respect to Taxes of HQGW the Company, for Pre-Closing Tax Periods shall be for the account of Seller, and Buyer shall pay over to Seller any such refund or the amount of any such credit within fifteen (15) days after the receipt or entitlement thereto. Buyer agrees that includes it shall not, without Seller’s consent, cause or permit the Company to carry back to any Pre-Closing Tax Period any net operating loss, loss from operations or other Tax attribute, and further agrees that Seller shall have no obligation under this Agreement to return or remit any refund or other Tax benefit attributable to a breach by Buyer of the foregoing undertaking. (b) Buyer shall not take any action on the Closing Date other than in the ordinary course of business or as contemplated by this Agreement, including, but does not end on) limited to, the sale of any assets or the distribution of any dividend or the effectuation of any redemption, that would give rise to any Tax liability of Seller or any of its Affiliates or to an indemnification obligation of Seller under this Agreement. On or after the Closing Date, RSI shallneither Buyer nor any of its Affiliates shall amend any Tax Return, take any Tax position on any Tax Return, or shall cause compromise or settle any Tax liability, in each case relating to the Surviving Company toif such action is reasonably expected to have the effect of increasing the Tax liability or reducing any Tax asset of Seller, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return shall be filed in each case without the Seller’s written consent of the Representativeconsent, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI withheld or delayed. (in accordance with the procedures set forth in Sections 3(ac) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends on On or before after the Closing Date, HQGW neither Seller nor any of its Affiliates shall timely prepare and file with amend any Tax Return, take any Tax position on any Tax Return, or compromise or settle any Tax liability, in each case if such action is reasonably expected to have the appropriate taxing authorities all effect of increasing the Tax Returns required to be filed and shall pay all Taxes due with respect to such liability or reducing any Tax Returns; providedasset of the Company, however, that no such Tax Return shall be filed in each case without the prior Buyer’s written consent of RSI and the Represntativeconsent, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basiswithheld or delayed. (b) The Shareholders shall cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returns. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax laws.

Other Tax Matters. (a) For any taxable period 10.1. Seller will be responsible for the preparation and filing of HQGW that includes (but does not end on) the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends on or before the Closing Date, HQGW shall timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period Business for all periods for which Tax Returns are due prior to the Closing, including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Dateamended returns, unless the relevant taxing authority applications for loss carryback refunds and applications for estimated tax refunds. Purchaser shall make available to Seller (and to Seller's accountants and attorneys) any and all books and records and other documents and information in its possession or control reasonably requested by Seller to prepare these Tax Returns. Seller will not accept a make all payments required with respect to any such Tax Return filed on that basisReturn. (b) The Shareholders shall cause HQGW to, and 10.2. Purchaser will be responsible for the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing preparation and filing of all Tax Returns and in resolving for the Business for all disputes and audits periods for which Tax Returns are due after the Closing (other than for Taxes with respect to all taxable periods relating to Taxesfor which the consolidated, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting unitary and Tax records and information held by Returns of Seller will include the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% operations of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) Business). Purchaser shall be responsible for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forwardpay when due all Taxes attributable, to the party entitled pursuant to this Section 6(c) to receive the amount levied or economic benefit of a refund, credit imposed upon or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returns. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise Acquired Assets and the Business pertaining to: (a) any period ending after the Closing Date; and (b) the portion of any Taxes for which Purchaser is liable as determined in accordance with Section 10.3 below. 10.3. For purposes of this Article 10 and Section 2.3, whenever it is necessary to allocate the liability for Taxes for a Straddle Period, the determination of the Taxes of 10.4. Seller and Purchaser will cooperate in connection with this Agreement with: (i) the preparation of filing of any Tax Return, Tax election, Tax consent or certification or any claim for a Tax refund; (ii) any determination of liability for Taxes; and the transactions contemplated hereby that are attributable (iii) any audit, examination or other proceeding in respect of Taxes related to the assets Business or the Acquired Assets. Such cooperation includes a reasonable amount of HQGW direct access to accounting, engineering and its Subsidiaries contracting personnel, subject to availability, which shall not be paid by unreasonably restricted, and advance notice to Purchaser’s chief financial officer. 10.5. Seller shall not, and shall not cause the Shareholders and that are attributable Business to make, revoke or amend any tax election, execute any waiver of restrictions or tax assessments or collections or extensions if there will be any impact on the assets Purchaser as a result of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax lawsdoing so.

Other Tax Matters. (a) For any taxable period 10.1. Seller will be responsible for the preparation and filing of HQGW that includes (but does not end on) the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends on or before the Closing Date, HQGW shall timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable Business for all periods for which Tax Returns are due prior to the Closing, including amended returns, applications for loss carryback refunds and applications for estimated tax refunds. Purchaser shall make available to Seller (and to Seller’s accountants and attorneys) any and all books and records and other documents and information in its possession or control reasonably requested by Seller to prepare these Tax Returns. Seller will make all payments required with respect to any such Tax Return. 10.2. Purchaser will be responsible for the preparation and filing of all Tax Returns for the Business for all periods for which Tax Returns are due after the Closing (other than for Taxes with respect to periods for which the consolidated, unitary and Tax Returns of Seller will include the operations of the Business). Purchaser shall be responsible for and shall pay when due all Taxes attributable, levied or imposed upon or incurred in connection with the Acquired Assets and the Business pertaining to: (a) any period including ending after the Closing Date; and (b) the portion of any Taxes for which Purchaser is liable as determined in accordance with Section 10.3 below. 10.3. For purposes of this Article 10 and Section 2.3, whenever it is necessary to allocate the liability for Taxes for a Straddle Period, the determination of the Taxes of the Business for the portion of the Straddle Period ending at the end of the Closing Date on (the basis “Pre-Closing Portion”) and the portion of the Straddle Period beginning after the Closing Date (the “Post-Closing Portion”) will be determined by assuming that the relevant Straddle Period consisted of two taxable period years or periods, one of which ended as of at the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to, Date and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and of which began at the Shareholders' expense. (c) An amount equal to 100% beginning of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of , and items of lossincome, deduction gain, deduction, loss or credit, credit related to the Acquired Assets and the Business for the Straddle Period will be allocated between such two (2) taxable years or other tax items, periods on a “closing of the Surviving Company (or any books basis” by assuming that the books associated with the Business were closed at the end of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may beDate; provided, however, that any such amounts payable pursuant all real property taxes, personal property taxes, ad valorem obligations and similar taxes imposed on a periodic basis, in each case levied with respect to this the Acquired Assets (other than Taxes resulting from the transactions described herein as provided for in Section 6(c10.1) for a Straddle Period shall be net apportioned between Seller and Purchaser as of the Closing Date based on the number of days of such taxable period up to and including the Closing Date and the number of days of such taxable period following the Closing Date. Seller shall be liable for the proportionate amount of such taxes that is attributable to the period up to and including the Closing Date; Purchaser shall be liable for the proportionate amount of such taxes that is attributable to the period following the Closing Date. 10.4. Seller and Purchaser will cooperate in connection with: (i) the preparation of filing of any Tax cost Return, Tax election, Tax consent or certification or any claim for a Tax benefit refund; (ii) any determination of liability for Taxes; and (iii) any audit, examination or other proceeding in respect of Taxes related to the party making payment pursuant Business or the Acquired Assets. Such cooperation includes a reasonable amount of direct access to this Section 6(c) accounting, engineering and its Affiliates attributable contracting personnel, subject to the receipt of such refundavailability, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not be unreasonably restricted, and advance notice to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposesPurchaser’s chief financial officer. (d) The Shareholders 10.5. Seller shall supply not, and shall not cause the Business to make, revoke or amend any necessary information to enable the Surviving Corporation to file tax election, execute any amended consolidated, combined waiver of restrictions or unitary Tax Returns for taxable years ending tax assessments or collections or extensions if there will be any impact on or prior to the Closing Date which are required Purchaser as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returnsdoing so. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax laws.

Other Tax Matters. (a) For any taxable period The Seller will cause the Company and each Company Subsidiary to prepare and timely file all Returns and amendments thereto required to be filed by the Company and each Company Subsidiary for all Tax periods ending on or prior to the date of HQGW that includes (but does not end on) the Closing Datewhich must be filed after the date of the Closing consistent with past practices. The Seller will provide, RSI shalland the Buyer will have reasonable opportunity to review and comment upon, prior to filing, all such Returns. The Seller will act reasonably in deciding whether to accept or shall reject such comments; provided, that in the event the Buyer believes that the Seller is not acting reasonably, disputed items on the applicable Return will be referred to an Accounting Firm, and the determination of the Accounting Firm will be final, conclusive and binding on the Buyer, the Seller and the Company. (b) The Buyer will cause the Surviving Company to, timely and each Company Subsidiary to prepare and timely file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return shall be filed without by the written consent Company and each Company Subsidiary after the date of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) Closing with respect to the taxable periods covered year that includes but does not end on the date of the Closing (“Straddle Period Returns”) consistent with past practices to extent permitted by applicable Law. The Buyer will provide, and the Seller will have reasonable opportunity to review and comment upon, prior to filing, all such Straddle Period Returns and amendments thereto. The Buyer will act reasonably in deciding whether to accept or reject such comments; provided, that in the event the Seller believes that the Buyer is not acting reasonably, disputed items on the Straddle Period Return will be referred to an Accounting Firm, and the determination of the Accounting Firm will be final, conclusive and binding on the Buyer, the Seller and the Company. (c) The Buyer and the Seller will notify one another in writing within 10 days of receipt of any notice of any audit, assessment, proposed adjustment, notice of deficiency, litigation, dispute or other proceeding with respect to Taxes that, if determined adversely to the taxpayer, could be grounds for indemnification under this Agreement by the other party (each, a “Tax Contest”); provided, that a failure to give such notification will not affect indemnification provided hereunder, except and only to the extent that the Indemnitee actually and materially was prejudiced by such delay. The Buyer will have the right to control the conduct of any Tax Returns. For Contest; provided, that the Buyer will (i) keep the Seller reasonably informed of the progress of any Tax Contest, (ii) provide the Seller with copies of any pleadings, correspondence, and other documents received from the relevant tax authority, and all written materials submitted to such taxing authority by the Buyer with respect to any Tax Contest, (iii) permit the Seller to participate (but not control) at its own expense in any Tax Contest relating to any Pre-Closing Tax Period and (iv) provide the Seller an opportunity to comment in connection with any Tax Contest and act reasonably in deciding whether to accept or reject such comments; provided further, that, in addition to and not in limitation of the foregoing, the Buyer will not settle or compromise any Tax Contest without the Seller’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. (d) The Seller and the Buyer will (i) reasonably assist one another in preparing and filing any Returns that the Buyer or the Seller is responsible for preparing and filing with respect to the Company or any Company Subsidiary for the Straddle Period and reasonably cooperate in preparing for any audits by, or disputes or other proceedings with, any Governmental Authority or with respect to any matters relating to Taxes for the Straddle Period and any taxable period of HQGW that ends on or beginning before the Closing Date, HQGW shall timely (ii) make available to one another and to any Governmental Authority as reasonably requested by any such party all information, records and documents relating to Tax matters (including Returns) of or relating to the Company or any Company Subsidiary relating to the Straddle Period or any taxable period beginning before the Closing Date, and (iii) reasonably assist one another to facilitate the demand for written statements from shareholders of record disclosing such ownership as required pursuant to Treasury Regulations Section 1.857-8. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 6.8(d) will obligate the Seller or its Representatives (x) to prepare and file with or create any financial or other data or information outside the appropriate taxing authorities all Tax Returns required ordinary course of business or (y) to be filed and shall pay all disclose to the Buyer or its Representatives any information if doing so would violate any contract or applicable Law to which the Seller is subject. (e) For any Straddle Period, the amount of any Taxes due with respect to such Tax Returns; providedbased on or measured by income, howeverreceipts, that no such Tax Return shall be filed without transfers, transactions or payroll of the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns Company or any Company Subsidiary for the taxable period including Pre- Closing Tax Period will be determined based on an interim closing of the Closing Date on the basis that the relevant taxable period ended books as of the close of business on the day before the Closing Date, unless Date and the relevant taxing authority amount of other Taxes (other than such Taxes prorated under Section 1.1 (Certain Defined Terms) of this Agreement) of the Company or any Company Subsidiary for a Straddle Period that relates to the Pre-Closing Tax Period will not accept be deemed to be the amount of such Tax for the entire taxable period multiplied by a Tax Return filed fraction the numerator of which is the number of days in the taxable period ending on that basisthe day before the Closing Date and the denominator of which is the number of days in such Straddle Period. (bf) The Shareholders shall cause HQGW to, and Seller will be entitled to the Shareholders, RSI and amount of any refund of Taxes of the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits or any Company Subsidiary with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any a Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits Taxes were paid by the Company or offsets of Taxes are attributable (determined on a marginal basis) its Subsidiaries prior to the carryback from a taxable period beginning Closing, or by the Seller after the Closing Date (Closing) which refund is actually received by the Buyer or the portion of a Straddle Period that begins on the day its Subsidiaries after the Closing Date) of items of lossClosing, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) Buyer and its Affiliates attributable to the obtaining and receipt of such refund, credit or offset to Tax and/or the payment of refund unless such amounts pursuant to this refunds were taken into account under Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination 2.4 (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returns. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax laws.

Other Tax Matters. (a) For All tax sharing agreements between Subsidiary and any taxable period other party, including without limitation, BHP Operations Inc. and BHP Holdings (USA) hereby is terminated as of HQGW that includes (but does not end on) the Closing Date, RSI shall, or Date and all rights and obligations of Subsidiary with respect to Taxes shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all be as provided herein. (b) Tax Returns (each a "Pre-Closing Return") which are required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to Subsidiary on a consolidated, unitary or other combined basis with Hawaii Group, Pacific Group, BHP Hawaii or the taxable periods covered by such Tax Returns. For any appropriate parent for a taxable period of HQGW that which ends on or before the Closing Date (a "Pre-Closing Period") shall be prepared and filed by (or shall be the responsibility of) BHP Hawaii, which shall include the preparation and filing of the consolidated federal and state income Tax Returns of the Hawaii Group and the Pacific Group which includes Subsidiary for the period up to and including the Closing Date. All such Pre-Closing Returns shall be filed on a basis consistent with prior Tax Returns filed with respect to Subsidiary. BHP Hawaii, HQGW BHP Pacific or the appropriate parent of Subsidiary shall timely prepare and file with the appropriate taxing authorities pay or cause to be paid all Taxes shown on such Pre-Closing Returns. All Tax Returns which (i) are required to be filed by Subsidiary on a separate basis (including the preparation of supporting schedules, Tax Returns and shall pay all Taxes due other Tax information with respect to such Tax Subsidiary necessary for completion of the Pre-Closing Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including ) after the Closing Date on the basis that the relevant taxable period ended as of the close of business on the for a Pre-Closing Date, unless the relevant taxing authority will not accept Period (a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to"Post-Closing Return"), and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably (ii) are required to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits be filed by or with respect to all Subsidiary for a taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes period that the Shareholders will need access, from time to time, ends after the Closing Date, to certain accounting and including any Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative Return (a "Straddle Return") for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared and filed by the Surviving Company or RSI and furnished Buyer; subject to the Representativerights to indemnification under subsection 10.1(a) and subsection 10.2(e), for approval at least 30 days prior Buyer shall timely pay or cause to the due date for filing be paid all Taxes shown on such Tax Returns. (ec) All transfer, documentary, sales, use, registration BHP Hawaii and BHP Pacific agree to provide Buyer and Buyer agrees to provide BHP Hawaii and BHP Pacific with such cooperation and information as the other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred shall reasonably request in connection with the Merger preparation or otherwise in connection with filing of any Tax Return required under this Agreement and Agreement. (d) With respect to any Straddle Period, to the transactions contemplated hereby that are extent permitted by applicable law, Subsidiary shall elect to treat the Closing Date as the last day of the taxable period. If applicable law, regulation or Governmental Order will not permit the Closing Date to be the last day of a period, the Tax attributable to the assets operations of HQGW Subsidiary for the portion of the period up to and its Subsidiaries including the Closing Date shall be paid by (i) in the Shareholders and that are attributable to case of real or personal property taxes or a flat minimum dollar amount tax, the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions total amount of such Tax laws.Taxes multiplied by a fraction, the

Other Tax Matters. (a) For All Tax sharing agreements between the Subsidiaries and any taxable period other Person, including without limitation, the Affiliates of HQGW that includes Seller, are hereby terminated as of the Closing Date and all rights and obligations of the Subsidiaries with respect to Taxes shall be as provided herein. (but does not end onb) Any Tax allocation agreement or arrangement in effect shall be extinguished in full as of the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all . (c) Tax Returns (each a "Pre-Closing Return") which are required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any Subsidiaries or the Partnership on a consolidated, unitary or other combined basis with the Tesoro Group, or the appropriate parent for a taxable period which ends on or before the Closing Date (a "Pre-Closing Period") shall be prepared and filed by (or shall be the responsibility of) Seller, which shall include the preparation and filing of HQGW that ends the consolidated federal and state income Tax Returns of the Tesoro Group which includes the Subsidiaries and the Partnership for the period up to and including the Closing Date. In the case of those jurisdictions which require a short-period Tax Return ending on or before the Closing Date, HQGW Seller shall timely prepare and file with the all appropriate taxing authorities all Tax Returns returns required to be filed and shall pay all Taxes due with respect to Income Taxes attributable to the operations and the Operating Assets for the pre-Closing periods. All such Tax Returns; provided, however, that no such Tax Return Pre-Closing Returns shall be filed without on a basis consistent with prior Tax Returns filed with respect to the prior written consent of RSI Subsidiaries and the RepresntativePartnership. Seller or the appropriate parent of the Subsidiaries or the Partnership shall timely pay or cause to be paid all Taxes shown on such Pre-Closing Returns. All Tax Returns which (i) are required to be filed by the Subsidiaries or the Partnership on a separate basis (including the preparation of supporting schedules, which consent shall not be unreasonably withheld. RSI Tax Returns and other Tax information with respect to the Subsidiaries and the Shareholders agree to cause HQGW to file all Tax Returns Partnership necessary for completion of the taxable period including Pre-Closing Returns) after the Closing Date on the basis that the relevant taxable period ended as of the close of business on the for a Pre-Closing Date, unless the relevant taxing authority will not accept Period (a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to"Post-Closing Return"), and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably (ii) are required to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits be filed by or with respect to all the Subsidiaries or the Partnership for a taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes period that the Shareholders will need access, from time to time, ends after the Closing Date, including any Tax Return (a "Straddle Return") for a Straddle Period, shall be prepared and filed by Buyer; subject to certain accounting the rights to indemnification and other rights under 16.1(a) and subsection 16.2(f), Buyer shall timely pay or cause to be paid all Taxes shown on such Tax records Returns. (d) Seller agrees to provide Buyer and Buyer agrees to provide Seller with such cooperation and information held by as the Surviving Company other shall reasonably request in connection with the preparation or filing of any Tax Return required under this Agreement. (e) Seller shall use its reasonable efforts to cause any partnership or Tax partnership in which the extent Subsidiaries or the Partnership are a partner to make an election under Section 754 of the Code to adjust the basis of the assets of such records and information pertain to events occurring partnerships. Seller must amend all internal partnership agreements accordingly prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expenseDate. (cf) An amount equal With respect to 100% of the amount or economic benefit of any refundsStraddle Period, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refundspermitted by applicable law, credits or offsets of Taxes are attributable (determined on a marginal basis) the Subsidiaries shall elect to the carryback from a taxable period beginning after treat the Closing Date (as the last day of the taxable period. If applicable law, regulation or Governmental Order will not permit the Closing Date to be the last day of a period, the Income Tax attributable to the operations of the Subsidiaries and the Partnership for the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, period up to and including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for (i) in the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit case of a refundflat minimum dollar amount Tax, credit or offset to Tax the total amount of such refundTaxes multiplied by a fraction, the numerator of which is the number of days in the partial period through and including the Effective Time and the denominator of which is the total number of days in such Straddle Period, and(ii) in the case of all Income Taxes, the Tax computed on the basis of the taxable income or loss of the Subsidiaries or the economic benefit of such credit Partnership for the partial period through and including the Closing Date as determined from their Books and Records. All Other Taxes arising with or offset related to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, a Straddle Period will be allocated as the case may be; provided, however, that any such amounts payable pursuant to this provided in Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes13.3. (dg) The Shareholders With respect to any Post-Closing Return or Straddle Return, Buyer shall supply any necessary information to enable the Surviving Corporation to file any amended consolidateddeliver, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Return (including any extension) to Seller a statement setting forth the amount of Income Tax which Seller owes pursuant to subsection 16.1(a), including the allocation of Taxes under subsection 16.2(f), and copies of such Tax Return. Seller shall have the right to review such Tax Returns and the allocation of Taxes and to suggest to Buyer any reasonable changes to such Tax Returns no later than 15 days prior to the date for the filing of such Tax Returns. Seller and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Tax Returns and allocation of Taxes and mutually to consent to the filing as promptly as possible of such Tax Returns. Not later than 15 days before the due date for the payment of Income Taxes with respect to such Tax Returns, Seller shall pay to Buyer an amount equal to the Income Taxes as agreed to by Buyer and Seller as being owed by Seller, pursuant to subsection 16.1(a). In the event that Buyer and Seller cannot agree on the amount of Income Taxes owed by Seller, with respect to a Straddle Return or a Post-Closing Return, Seller shall pay to Buyer the amount of Income Taxes reasonably determined by Buyer to be owed by them pursuant to subsection 16.1(a). Within ten (10) days following such payment, Seller and Buyer shall refer the matter to an independent "Big-Five" accounting firm agreed to by Buyer and Seller to arbitrate the dispute. Seller and Buyer shall equally share the fees and expenses of such accounting firm, and its determination as to the amount owing by Seller, pursuant to Section 16.1(a) with respect to a Straddle Return or Post-Closing Return shall be binding on both parties. Within five (5) days of the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return or a Post-Closing Return by the amount of any estimated Taxes paid with respect to such Taxes by or on behalf of the Subsidiaries on or before the Closing Date. (eh) All transfer, documentary, sales, use, registration and other such Seller shall have the right to all refunds of Taxes (including all applicable real estate transfer interest thereon), which relate to Taxes of the Subsidiaries for Pre-Closing Periods and Straddle Periods, to the extent provided in the following sentences. Buyer shall pay over to Seller any such refunds within ten (10) days of receipt thereof, net of any Taxes imposed on Buyer or gains the Subsidiaries by reason of the receipt of such refund. To the extent any refund of Taxes is made with respect to a Pre- Closing Period or a Straddle Period, such refund shall be apportioned between Buyer and stock transfer TaxesSeller, based on the appropriate allocation method set forth in Section 16.2(f). (i) Buyer and related fees (including Seller agree to consult and resolve in good faith any penalties, interest and additions to Tax) incurred issues arising in connection with the Merger preparation or otherwise review of any Tax Return or the calculation of any Tax described in connection this Section 16.2. (j) Both Seller and Buyer will join in making a timely and effective election under Section 338(h)(10) of the Code (and any comparable provision of foreign, state or local law) with this Agreement and the transactions contemplated hereby that are attributable respect to the assets purchase by Buyer of HQGW the stock of Exploration and its Subsidiaries Reserves hereunder (collectively, together with the elections under Section 338(g) of the Code and any comparable provision of foreign, state or local law, the "Section 338(h)(10) Elections"). At the Closing, Seller and Buyer shall be paid by the Shareholders and that are attributable execute IRS Form 8023, completed to the extent reasonably practicable for those Subsidiaries. Seller and Buyer agree to take all other action and file all other necessary reports to elect validly pursuant to Section 338(h)(10) of the Code to treat the Transaction as a sale of assets as opposed to a sale of VANTAS the stock of Exploration and its Subsidiaries Reserves. Within 120 days after the Closing Date, Buyer shall be paid by RSIdeliver to Seller any additional information or required schedules thereto and any similar forms under applicable state or local law (the "Forms") with respect to Taxes relating to Buyer's purchase of the stock of Exploration and Reserves and their interests in the Partnership. The Representative Provided that the information on such Forms is, in the reasonable determination of Seller, correct and RSI complete in all material respects, Seller will consent to the filing of such Forms. Seller and Buyer shall cooperate in timely preparing fully with each other and filing all make available to each other such Tax Returns data and other information as may be reasonably required by Seller or Buyer in order to comply prepare and timely file the Forms and any other required statements or schedules. With respect to the Sections 338(h)(10) Elections, the Modified Aggregate Deemed Sales Price as defined in Treas. Reg. Section 1.338(h)(10)-1 shall be allocated among the stock of Exploration and Reserves pursuant to Treas. Reg. Section 1.338(h)(10)-1. The Buyer and the Seller shall use their good faith best efforts to agree upon such allocation. The Seller shall provide to the Buyer a schedule and supporting material reflecting such allocation for the Buyer's review and consent, which consent shall not be unreasonably withheld. The parties shall take no action inconsistent with, or fail to take any action necessary for the validity of, the Section 338(h)(10) Elections, and shall adopt and utilize the asset values determined from such allocation for the purpose of all tax returns filed by them, and shall not voluntarily take any action inconsistent therewith upon examination of any tax return, in any refund claim, in any litigation or otherwise with respect to such tax returns. In the event that Buyer and Seller are unable to resolve any disagreements regarding the allocation of the "modified aggregate deemed sales price" (as defined under applicable Treasury Regulations) among the assets or other aspects of the Forms, Buyer (i) shall be entitled to file the Forms, but only if either the information not agreed upon is deleted or the Forms reflect that the information has not been agreed upon; or (ii) if acceptable to Buyer and Seller within 30 days after notice of such disagreement, the matter in dispute shall be resolved as soon as practicable by a "Big Five" independent accounting firm or, if the disagreement involves valuation, to a nationally recognized appraisal firm mutually satisfactory to the parties (but in no event longer than 30 days), which resolution shall be binding and conclusive upon Buyer and Seller without further appeal therefrom. Buyer and Seller shall bear equally the fees and expenses of such firm. Buyer will timely file the Forms, and any required supplements thereto, in the manner prescribed by Treasury Regulation 1.338(h)(10)-1(d) or the corresponding provisions of such Tax lawsapplicable foreign, state or local law, and will provide written evidence to Seller that it has done so. Buyer and Seller agree that neither of them will take, or permit any of their Affiliates to take, any action to modify or revoke the elections contained in or the content of any Forms without the express written consent of the other. (k) At the Closing, Seller, the Subsidiaries and the Partnership each shall deliver to Buyer certificates signed under penalties of perjury (i) stating that it is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer Identification Number and (iii) providing its address, all pursuant to Section 1445 of the Code.

Other Tax Matters. (a) For any STAR LP, the Sellers and Purchaser, as applicable, shall, to the extent permitted by applicable Law and except as otherwise provided herein, elect with each relevant Taxing Authority to close the taxable period of HQGW that includes STAR LP at the end of the day on August 31, 2007. (but does not end onb) In the Closing Datecase of any Tax for any Straddle Period imposed upon or measured by income or receipts, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return Taxes shall be filed without allocated between the written consent Pre-Closing Tax Period and the portion of the RepresentativeStraddle Period following August 31, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends on or before the Closing Date, HQGW shall timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including the Closing Date 2007 on the basis that of an interim closing of the relevant taxable period ended books as of the close of business on the Closing DateAugust 31, unless 2007. The liability and deduction for franchise Taxes based on income or gross receipts shall be determined on the relevant taxing authority will not accept a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to, basis of the period during which such income or gross receipts were earned and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return without regard to the Shareholders and the Shareholders shall not be required period for which any privilege to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent exercise such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expensefranchise is granted. (c) An amount equal to 100% In the case of any Tax for any Straddle Period that is not imposed upon or measured by income or gross receipts, the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any such Tax to be apportioned to the Pre-Closing Tax Period (including that shall be the amount of such Tax multiplied by a fraction the numerator of which is the number of days in the portion of a such Tax period ending on August 31, 2007, and the denominator of which is the total number of days in the entire Tax period. The remaining amount of such Tax shall be apportioned to the portion of the Straddle Period ending following August 31, 2007. (d) STAR LP shall prepare and file, or cause to be prepared and filed, all Tax Returns relating to STAR LP required to be filed on or prior to August 31, 2007. The Purchaser shall be provided a reasonable opportunity to review and comment on all such Tax Returns in the nature of income or franchise Tax Returns before such Tax Returns are filed with the applicable Taxing Authorities. (e) The Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns of STAR LP not described in subparagraph (d), including all Straddle Period Tax Returns. (f) The amount of any Straddle Period Taxes allocated or apportioned to the Pre-Closing Tax Period pursuant to this Section 5.10 (to the extent not already paid on or before August 31, 2007 or, without duplication, accrued as a current liability on the Reference Balance Sheet or included as a current liability on the Closing DateDate Balance Sheet) shall be for paid by the account of Sellers to Purchaser promptly upon demand by the ShareholdersPurchaser to the Seller Representative. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes The Sellers shall be jointly and severally liable for the account of the Surviving Company any payment due Purchaser under this Section 8.4(f), and RSI to the extent such refundsnot otherwise promptly satisfied by the Sellers in cash, credits or offsets of Taxes are attributable Purchaser may (determined on a marginal basisbut is not required) to set-off amounts due and owing by Purchaser under the carryback from a Notes to satisfy any amounts due Purchaser pursuant to this Section 8.4(f). (g) Any Tax Return for any taxable period ending on or prior to August 31, 2007 or for any Straddle Period, and any Tax Return for any taxable period beginning after the Closing Date August 31, 2007 if items reported on such Tax Return might reasonably affect items reported on any Tax Return for any taxable period ending on or prior to August 31, 2007 or for any Straddle Period, shall be prepared on a basis consistent with past Tax accounting practices and Tax reporting positions of STAR LP (unless such past practices or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or creditreporting positions are not, or cease to be, permissible under the Code or other tax itemsapplicable Tax Law) and, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI any items are not covered by past practices or reporting positions (or in the Surviving Companyevent such past practices or reporting positions are not, depending on which entity made such paymentor cease to be, pays after permissible under the Closing Date Code or other applicable Tax Law), in accordance with sound legal principles and reasonable Tax accounting practices selected by the party responsible for preparing the Tax Return, and in all other respects in a manner consistent with the allocation of responsibility for Taxes in this Section 8.4. (h) As to any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds neither the Sellers nor the Seller Representative shall make or change, or cause or permit STAR LP to make or change, any Tax election, change an annual Tax accounting period, adopt or change any Tax accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to STAR LP, surrender any right to claim a refund of such Taxes (determined on a first-inTaxes, first-out basis) shall be for consent to any extension or waiver of the account limitation period applicable to any Tax claim or assessment relating to STAR LP, or take any similar action relating to the filing of RSI any Tax Return or the Surviving Company, depending on which entity made such payment. The amount or economic benefit payment of any refundsTax. (i) At the Closing, credits or offsets of Taxes of HQGW or STAR LP shall deliver to Purchaser a certificate(s), duly executed and acknowledged, in form and substance reasonably satisfactory to Purchaser, certifying that the Surviving Company for any taxable period beginning after the Closing Date shall be for the account acquisition of the Surviving Company Purchased Interest is exempt from withholding under Section 1445 of the Code. (j) After the Closing, until expiration of the statue of limitations applicable for taxable periods ending on, before, or including August 31, 2007, the Sellers and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the ShareholdersSeller Representative, on the one hand, and RSI and the Surviving CompanyPurchaser, on the other hand. Each party , shall forward, (and shall cause their respective Affiliates to) (i) provide such assistance to STAR LP as is reasonably requested by STAR LP in connection with its Affiliates preparation of any Tax Returns which STAR LP is responsible for preparing and filing, (ii) cooperate fully in the manner reasonably requested by the other party in connection with responding to forwardany inquiries from or preparing for any audits of, or disputes with taxing authorities regarding, any Taxes or Tax Returns of STAR LP for taxable periods ending on, before, or including August 31, 2007, and (iii) make available to the other party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liabilityparties, as the case may be; provided, howeverwith respect to taxable periods ending on, that any such amounts payable pursuant before, or including August 31, 2007, all information in its possession relating to this Section 6(c) shall STAR LP which may be net of relevant to any Tax cost Return, audit or Tax benefit examination, proceeding or determination and to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) taxing authority as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made reasonably requested by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returnsother party. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax laws.

Other Tax Matters. (a) For Subject to Section 10.2(d), for any taxable period of HQGW that includes (but does not end on) the Closing Date, RSI shall, or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, that no such Tax Return shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) and 3(c)) for any amount owed by the Shareholders to RSI pursuant to such Sections (subject to the limitation set forth in Section 5) with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW POC Companies that ends on or before the Closing Date, HQGW Sellers and their Affiliates shall timely prepare, consistent with past practices and custom of the POC Companies (unless a contrary position is required by Law) and file with the appropriate Governmental Authority (i) all required consolidated, combined or unitary Tax Returns that include any of the POC Companies and at least one entity other than a POC Company (a "Group Tax Return"), and (ii) all other Tax Returns of the POC Companies for the 2000 tax year. Sellers and their Affiliates shall promptly provide Purchaser with copies of all such Tax Returns (except that as with respect to Group Tax Returns, only insofar as such Group Tax Returns relate to the POC Companies) and shall pay all Taxes due with respect to such Tax Returns. Hanover and its Affiliates shall timely prepare and file with the appropriate taxing authorities Governmental Authority all other Tax Returns relating to a Pre- Closing Tax Period or Straddle Period required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no Hanover and its Affiliates will prepare such Tax Return Returns consistent with past practices of the POC Companies (unless a contrary position is required by Law) to the extent such Tax Returns relate to the Taxes of any of the POC Companies for a Pre- Closing Tax Period, and Sellers shall be filed without pay Purchaser (in accordance with the prior written consent of RSI procedures set forth in Section 9.8) for any amount owed by Sellers and the Represntativetheir Affiliates pursuant to Section 9.8 with respect to any such Tax Returns. Hanover, which consent shall not be unreasonably withheld. RSI Sellers and the Shareholders their respective Affiliates agree to cause HQGW the POC Companies to file all Tax Returns for the taxable period including the Closing Date on the basis that the relevant taxable period Taxable Period ended as of the close end of business the day on the Closing Date, unless the relevant taxing authority Governmental Authority will not accept a Tax Return filed on that basis. (b) The Shareholders Sellers shall cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and be responsible for filing all any amended Group Tax Returns and in resolving all disputes and audits with respect to all for taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring years ending on or prior to the Closing Date acting that are required as representative a result of examination adjustments made by the IRS or by the applicable state, local or foreign Governmental Authorities for such taxable years as finally determined. For all other Tax Returns filed by the Shareholders; thereforePOC Companies, RSI agrees after any required amended Tax Returns for taxable years ending on or prior to the Closing to cause the Surviving Company to allow the RepresentativeDate resulting from such examination adjustments, as finally determined, shall be prepared by Purchaser and its agents and other representatives, at times and dates mutually acceptable a copy thereof shall be furnished to the partiesSellers. Sellers shall not file any amended, reasonable access consolidated, combined or unitary Tax Returns that include any of the POC Companies for a period ending on or before the Closing Date without the Purchaser's consent (which consent shall not be unreasonably withheld) if the filing of any such amended Tax Return may affect the Tax liability of any of the POC Companies for which the Purchaser is liable. Except as otherwise provided in this Section 10.2(b), the filing of any other amended Tax Return of a POC Company for a Tax Period ending on or before the Closing Date shall require the consent of Purchaser, which consent shall be granted in Purchaser's sole and absolute discretion; provided, however, that such consent will be granted by Purchaser if such filing of an amended Tax Return results in no material adverse Tax consequences to a POC Company in a Post-Closing Tax Period and Sellers indemnify Purchaser for any increase in Taxes of Purchaser or its Affiliates (including the POC Companies) in any Post- Closing Tax Period incurred as a result of the filing of such records from time to time, during normal business hours and at amended Tax Return of a POC Company for a Tax period ending on or before the Shareholders' expenseClosing Date. (c) An The amount equal to 100% of the amount or economic benefit of any refunds, credits refunds or offsets of Taxes of HQGW any POC Entity for any Pre-Closing Tax Period (including that portion of a Straddle Taxable Period ending on or before the Closing Date) Date multiplied by the ownership interest of Purchaser and its Affiliates in that POC Entity immediately after the Closing, shall be for the account of Seller, except to the Shareholdersextent that such refund or offset arises as a result of a POC Entity carryback of a loss or other tax benefit arising from a period beginning after the Closing Date. Notwithstanding the foregoing, (i) The amount of any such refunds, credits refunds or offsets of Taxes of the POC Entities for any Taxable Period beginning after the Closing Date shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such paymentPurchaser. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company POC Entities for any Straddle Period shall be equitably apportioned between in a manner consistent with Section 9.8(d). Subject to the Shareholdersrequirements of Section 10.2(b), on provided that the one handnon-requesting party, and RSI and acting in good faith, determines that there is a reasonable basis for filing a claim with the Surviving Companyrelevant Governmental Authority, on each party shall, if the other handparty so requests and at such other party's expense, cause the POC Companies to file for and obtain any refunds, credits or offsets to Taxes to which the requesting party is entitled under this Section 10.2(c). Purchaser shall permit Sellers to control the prosecution of any such claim relating solely to one or more Taxable Periods ending on or before the Closing Date and, where deemed appropriate by Sellers, shall cause the POC Companies to authorize by appropriate powers of attorney such persons as Sellers shall designate to represent the POC Companies with respect to such refund claim. Each party shall forward, and shall cause its Affiliates to forward, the amount of such refund or offset to Tax to the party entitled pursuant to this Section 6(c10.2(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Taxamount, within 30 ten (10) days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided. Notwithstanding the foregoing, however, that any such amounts payable the control of the prosecution of a claim for refund of Taxes paid pursuant to this Section 6(c) a deficiency assessed subsequent to the Closing Date as a result of an audit shall be net governed by the provisions of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c9.8(f). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information If a POC Entity earns credit or loss that is carried back to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns offset income for taxable years a period ending on or prior to the Closing Date which are required and if the Sellers or their Affiliates realizes a reduction in Tax for such a period as a result of examination adjustments made by such carryback (either in the IRS form of a refund or by an offset), the applicable state, municipal, provincial, local or foreign taxing authorities for Sellers shall pay to the Purchaser the amount of such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without reduction within 10 days after the prior written consent receipt of the Representative refund or the offset. The Sellers and RSItheir Affiliates shall, which consent shall not be unreasonably withheld. For those jurisdictions at the request of the Purchaser, cooperate in which separate connection with the filing of any necessary Tax Returns are filed by HQGWand other documents to effect such a carryback at Purchaser's expense, any required amended returns resulting from such examination adjustments, as finally determined, and the Sellers shall be prepared by provide a basis for the Surviving Company or RSI and furnished computation of the amount paid to the Representative, for approval at least 30 days prior Purchaser pursuant to the due date for filing such Tax Returnsthis Section 10.2(d) in reasonable detail. (e) All Sellers, the POC Companies and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all Taxable Periods relating to Taxes. Sellers and Purchaser agree (i) to retain all books and records with respect to Tax matters pertinent to any POC Company relating to any Tax Period beginning before the Closing Date until the applicable Tax Statute of Limitations Date and to abide by all record retention agreements entered into with any Governmental Authority; (ii) to allow the other party and its representatives at times and dates mutually acceptable to the parties, to inspect, review and make copies of such records as such party may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours at such party's expense; and (iii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Sellers and Purchaser, as the case may be, shall allow the other party to take possession of such books and records. (f) Subject to Section 10.1(d), all transfer, documentary, sales, use, stamp, registration and other such similar Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid borne by the Shareholders Sellers, and that are attributable to the assets of VANTAS Sellers and its Subsidiaries shall be paid by RSI. The Representative and RSI Purchaser shall cooperate in timely preparing and filing all Tax Returns Returns, and other documentation on a timely basis as may be required to comply with the provisions of such Tax laws. (g) Sellers shall cause the provisions of any Tax sharing agreement or similar arrangement between Sellers or any of their Affiliates, on the one hand, and the POC Entities on the other hand, to be terminated on or before the Closing Date. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement. (h) The consideration for the OSI Assets shall be allocated and reported for tax purposes in accordance with the provisions of Section 10.1(c).

Other Tax Matters. (a) For Borrower shall indemnify Bank, within ten (10) Business Days after demand therefor, for the full amount of any taxable period of HQGW that includes Indemnified Taxes (but does not end onincluding Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) the Closing Date, RSI shall, payable or shall cause the Surviving Company to, timely prepare and file with the appropriate taxing authorities all Tax Returns paid by Bank or required to be filed; providedwithheld or deducted from a payment to Bank and any reasonable expenses arising therefrom or with respect thereto, however, that no whether or not such Tax Return Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by Bank shall be filed without conclusive absent manifest error. (b) As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority pursuant to this Section, Borrower shall deliver to Bank the written consent original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the Representativereturn reporting such payment or other evidence of such payment reasonably satisfactory to Bank. (i) If Bank is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, which consent Bank shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, if reasonably requested by Borrower, Bank shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower as will enable Borrower to determine whether or not Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraph (ii) of this Section 4(c)) shall not be unreasonably withheldrequired if in Bank’s reasonable judgment such completion, execution or submission would subject Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Bank. (ii) Without limiting the generality of the foregoing, Bank shall deliver to Borrower upon the effective date of this Agreement (and from time to time thereafter upon the reasonable request of Borrower) executed copies of IRS Form W-9 certifying that Bank is exempt from U.S. federal backup withholding tax. The Shareholders Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall reimburse RSI update such form or certification or promptly notify Borrower in writing of its legal inability to do so. (d) In the event that Bank assigns its rights and obligations under this Agreement to a non-U.S. Person, the following shall apply: (1) Such non-U.S. Person shall, to the extent it is legally entitled to do so, deliver to Borrower (in accordance with such number of copies as shall be requested by Borrower) on or about the procedures set forth date on which such Person becomes an assignee under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), whichever of the following is applicable: (i) in Sections 3(a) and 3(c)) for any amount owed by the Shareholders case of a non-U.S. assignee claiming the benefits of an income tax treaty to RSI pursuant to such Sections which the United States is a party (subject to the limitation set forth in Section 5x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the taxable periods covered “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) executed copies of IRS Form W-8ECI; (iii) in the case of a non-U.S. assignee claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate in a form reasonably acceptable to Borrower to the effect that such non-U.S. assignee is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or (iv) to the extent a non-U.S. assignee is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate in a form reasonably acceptable to Borrower, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the non-U.S. assignee is a partnership and one or more direct or indirect partners of such non-U.S. assignee are claiming the portfolio interest exemption, such non-U.S. assignee may provide a U.S. Tax Returns. For any taxable period Compliance Certificate in a form reasonably acceptable to Borrower on behalf of HQGW that ends each such direct and indirect partner. (2) Any non-U.S. assignee shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be requested by Borrower) on or before about the Closing Datedate on which such non-U.S. assignee becomes an assignee under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), HQGW shall timely prepare and file executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower to determine the appropriate taxing authorities all Tax Returns withholding or deduction required to be filed made. (3) If a payment made to a non-U.S. assignee under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such non-U.S. assignee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such non-U.S. assignee shall deliver to Borrower at the time or times prescribed by law and at such time or times reasonably requested by Borrower such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower as may be necessary for Borrower to comply with their obligations under FATCA and to determine that such non-U.S. assignee has complied with such non-U.S. assignee’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (3), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (4) Each non-U.S. assignee agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower in writing of its legal inability to do so. (e) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 4 (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 4 with respect to the Taxes giving rise to such refund), net of all Taxes due out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the Represntative, which consent had never been paid. This paragraph shall not be unreasonably withheld. RSI and construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basisindemnifying party or any other Person. (bf) The Shareholders shall cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to party’s obligations under this Section 6(c) to receive the amount or economic benefit 4 shall survive any assignment of a refund, credit or offset to Tax the amount of such refundrights by, or the economic benefit of such credit or offset to Taxreplacement of, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI Bank and the Shareholders shall treat repayment, satisfaction or discharge of all obligations under any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable state, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, that no such Tax Return shall be filed without the prior written consent of the Representative and RSI, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Surviving Company or RSI and furnished to the Representative, for approval at least 30 days prior to the due date for filing such Tax Returns. (e) All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable to the assets of HQGW and its Subsidiaries shall be paid by the Shareholders and that are attributable to the assets of VANTAS and its Subsidiaries shall be paid by RSI. The Representative and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax laws.Loan Document

Other Tax Matters. (a) For any taxable period of HQGW that includes (but does not end on) To the extent the accruals or reserves for Taxes reflected in the Closing DateBalance Sheet prove inadequate to cover Taxes accruing with respect to or payable by the Company with respect to all periods (whether or not constituting taxable years or otherwise recognized taxable periods) through the Closing Date and after giving full consideration to the actual permitted application or use of any net operating loss carryforwards of the Company, RSI shall, or shall cause the Surviving Company to, timely prepare Buyer and file with the appropriate taxing authorities all Tax Returns required to be filed; provided, however, Sellers agree that no such Tax Return Sellers shall be filed without the written consent of the Representative, which consent shall not be unreasonably withheld. The Shareholders shall reimburse RSI (in accordance with the procedures set forth in Sections 3(a) jointly and 3(c)) severally liable for any amount owed by the Shareholders to RSI pursuant to all such Sections (subject to the limitation set forth in Section 5) Taxes with respect to the taxable periods covered by such Tax Returns. For any taxable period of HQGW that ends on or before the Closing Date, HQGW shall timely prepare and file with the appropriate taxing authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that no such Tax Return shall be filed without the prior written consent of RSI and the Represntative, which consent shall not be unreasonably withheld. RSI and the Shareholders agree to cause HQGW to file all Tax Returns for the taxable period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis. (b) The Shareholders shall cause HQGW to, and the Shareholders, RSI and the Surviving Company shall, reasonably cooperate, and cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes, provided, however, in no event shall RSI be required to provide any Tax Return to the Shareholders and the Shareholders shall not be required to provide to RSI any Tax Return not actually in their possession. RSI recognizes that the Shareholders will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Surviving Company to the extent such records and information pertain to events occurring prior to the Closing Date acting as representative for the Shareholders; therefore, RSI agrees after the Closing to cause the Surviving Company to allow the Representative, and its agents and other representatives, at times and dates mutually acceptable to the parties, reasonable access to such records from time to time, during normal business hours and at the Shareholders' expense. (c) An amount equal to 100% of the amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW for any Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date) shall be for the account of the Shareholders. Notwithstanding the foregoing, (i) any such refunds, credits or offsets of Taxes shall be for the account of the Surviving Company and RSI to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period beginning after the Closing Date (or the portion of a Straddle Period that begins on the day after the Closing Date) of items of loss, deduction or credit, or other tax items, of the Surviving Company (or any of its Affiliates, including RSI) and (ii) to the extent RSI or the Surviving Company, depending on which entity made such payment, pays after the Closing Date any amount with respect to Taxes for any such Pre-Closing Tax Period, refunds of such Taxes (determined on a first-in, first-out basis) shall be for the account of RSI or the Surviving Company, depending on which entity made such payment. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any taxable period beginning after the Closing Date shall be for the account of the Surviving Company and RSI. The amount or economic benefit of any refunds, credits or offsets of Taxes of HQGW or the Surviving Company for any Straddle Period shall be equitably apportioned between the Shareholders, on the one hand, and RSI and the Surviving Company, on the other hand. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 6(c) to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable pursuant to this Section 6(c) shall be net of any Tax cost or Tax benefit to the party making payment pursuant to this Section 6(c) and its Affiliates attributable to the receipt of such refund, credit or offset to Tax and/or the payment of such amounts pursuant to this Section 6(c). RSI and the Shareholders shall treat any amounts payable pursuant to this Section 6(c) as an adjustment to the Merger Consideration unless a final determination (which shall include the execution of a Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Merger Consideration for United States Federal income Tax purposes. (d) The Shareholders shall supply any necessary information to enable the Surviving Corporation to file any amended consolidated, combined or unitary Tax Returns for taxable years all periods ending on or prior to the Closing Date which are required as a result of examination adjustments made by the IRS or by the applicable stateDate, municipal, provincial, local or foreign taxing authorities for such taxable years as finally determined; provided, however, and that no such Tax Return Buyer shall be filed without liable for all Taxes with respect to the prior written consent Company for periods beginning with the Closing Date. (b) Sellers shall have exclusive control and responsibility to file all Tax Returns reflecting the operations of the Representative Company and RSI, which consent shall not required to be unreasonably withheld. For those jurisdictions in which separate Tax Returns are filed by HQGW, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by or on behalf of the Surviving Company for all taxable periods ending on or RSI and furnished to the Representative, for approval at least 30 days prior to the due date Closing Date. Buyer shall have exclusive control and responsibility to file all Tax Returns reflecting the operations of the Company and required to be filed by or on behalf of the Company for all taxable periods ending after the Closing Date. The parties shall cooperate fully in connection with the filing of such returns, including the provision of copies of any return or report for a period which includes the Closing Date to the other party before filing. No party shall destroy or allow the destruction of any books, records or files pertaining to the operations of the Company prior to the Closing without first having offered in writing to deliver such books, records or files to the other party at such other party's expense. In any instance in which Buyer is required to file or cause to be filed tax returns covering a period commencing prior to but ending after the Closing, Sellers will furnish all information and records reasonably available to them and reasonably requested by Buyer or the Company and necessary or appropriate for use in preparing such returns. Any taxes for a period commencing prior to but ending after the Closing will be apportioned, in the case of real and personal property Taxes, on a per diem basis and, in the case of other Taxes, on the basis of the actual activities, taxable income or taxable loss of the Company during the periods before and after the Closing. (c) Sellers and Buyer will provide (or, in the case of Buyer, will cause the Company to provide) the other with such assistance as may reasonably be requested by either of them in connection with the preparation of any Tax ReturnsReturn, any audit or any examination by any taxing authority, any judicial or administrative proceedings relating to liability for Taxes, or any claim arising under this Agreement with respect to Taxes, and each will retain and provide the other with any records or information which may be relevant to such Taxes. Sellers shall be permitted to participate (at their own expense) in any audit or examination by any taxing authority with respect to any Tax Return for which Sellers may be required to provide indemnification. (d) Buyer will not consent, and it will cause the Company not to consent, to the extension of any statute of limitations with respect to any Tax Return for which Sellers may be required to provide indemnification without the consent of Sellers who prior to Closing held a majority of the outstanding Common Stock, so long as Sellers provide assurances reasonably satisfactory to Buyer that they will be able to satisfy any potential deficiency. (e) All transfer, documentary, sales, use, registration If Sellers and other such Taxes (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the Merger or otherwise in connection with this Agreement and the transactions contemplated hereby that are attributable Buyer disagree as to the assets amount of HQGW Taxes for which each is liable under this Agreement, Sellers and its Subsidiaries Buyer hereby agree to appoint a firm of certified public accountants acceptable to the parties to act as arbitrator to resolve said dispute. All determinations by such arbitrator shall be paid by final and binding on the Shareholders parties and that are attributable all fees and expenses with respect to the assets of VANTAS and its Subsidiaries such arbitrator shall be paid shared equally by RSI. The Representative Sellers and RSI shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax lawsBuyer.