Common use of Post-Closing Tax Matters Clause in Contracts

Post-Closing Tax Matters. (a) Subject to Section 5.12(d), Purchaser Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Companies and their Subsidiaries for all periods ending on or prior to the Closing Date that are filed after the Closing Date. Sellers shall bear the cost of preparing such Tax Returns. Purchaser Representative shall permit Seller Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing, and Purchaser Representative shall make all changes reasonably requested by Seller Representative in good faith (unless Purchaser Representative is advised in writing by its independent outside accountants or attorneys that such changes (A) are contrary to applicable Law, or (B) will, or are likely to, have a material adverse effect on Purchasers, the Companies, their Subsidiaries or any of their Affiliates). In the event that Purchaser Representative and Seller Representative are unable to agree on the reporting of any item on such Tax Returns, Purchaser Representative and Seller Representative shall mutually choose an independent public accounting firm to resolve such dispute, and the decision of such firm shall be final. (b) Purchaser Representative shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Companies and their Subsidiaries for Straddle Periods. Any Taxes for such Tax period shall be apportioned between Sellers, on one hand, and Purchasers, on the other, in the manner set forth in Section 8.1 hereof. Purchasers shall permit Seller Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing, and Purchasers shall consider all such comments in good faith. (c) Purchasers and Sellers shall cooperate, and shall cause their Representative to cooperate, with each other in connection with the filing of any Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information reasonably relevant to any such audit, litigation, or other proceeding and making their respective employees, outside consultants, and advisors (including but not limited to freight forwarders and advisors with respect to customs duties) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Purchaser and each Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Companies and their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by such Purchaser or such Seller, any extensions of the statute of limitations) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority, and (ii) to give the other parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any of the other parties so requests, such Purchaser or such Seller, as the case may be, shall allow the other party to take possession of such books and records. (d) Notwithstanding anything to the contrary contained in this Agreement, Purchasers shall have the sole right to control and make all decisions regarding interests in any Tax audit or administrative or court proceeding relating to Taxes, including selection of counsel and selection of a forum for such contest, provided, however, that in the event such audit or proceeding relates to Taxes for which Sellers have indemnified Purchasers, (i) Purchasers and Sellers shall cooperate in the conduct of any audit or proceeding relating to such period, (ii) Sellers shall have the right (but not the obligation) to participate in such audit or proceeding at Sellers’ expense, (iii) Purchasers shall not enter into any agreement with the relevant Tax Authority pertaining to such Taxes without the written consent of Seller Representative, which consent shall not unreasonably be withheld or delayed, and (iv) Purchasers may, without the written consent of any Seller, enter into such an agreement, provided that Purchasers shall have agreed to accept liability for the payment of such Taxes and to forego any indemnification or other claim under this Agreement with respect to such Taxes.

Post-Closing Tax Matters. (a) Subject Immediately prior to Closing, Peach shall make a distribution to the shareholders of Peach, consistent with Section 5.12(d4.2(b), Purchaser Representative in an amount reasonably estimated by Peach to cover the federal and state Tax liabilities of each shareholder's pro rata share of Peach's income, loss, deduction, or credits for the Final Period. (b) The Shareholders' Agent shall prepare or cause to be prepared and file or cause to be filed coordinate on behalf of the shareholders of Peach the preparation of all Tax Returns for the Companies and their Subsidiaries for all periods ending on or prior to Final Period. In connection with the Closing Date that are filed after the Closing Date. Sellers shall bear the cost preparation of preparing such Tax Returns, Parent shall cause the Surviving Company to provide reasonable access to the books and records of Peach to the Shareholders' Agent, the historical accountant of Peach and such other accountants and advisors as identified by the Shareholders' Agent. Purchaser Representative All Tax Returns for the Final Period will be prepared on a books-closed-as-of-the-Closing-Date basis (including the effect of the Section 338(h)(10) Elections as contemplated by the Tax Matters Agreement) and all expenses that are reasonably deductible on such Tax Returns for the Final Period will be deducted. The Shareholders' Agent shall permit Seller Representative provide a copy of such Tax Returns after they are prepared to Parent for review and comment on each comment. Parent shall approve such returns for filing before the due date of the returns. Any proposed changes to the Tax Return described Returns shall be discussed by Parent with the tax preparer of the return. No elections or statements shall be included in these tax returns that would adversely affect the preceding sentence prior to filing, and Purchaser Representative shall make all changes reasonably requested by Seller Representative in good faith (unless Purchaser Representative is advised in writing by its independent outside accountants or attorneys that such changes (A) are contrary to applicable Law, or (B) will, or are likely to, have a material adverse effect on Purchasers, Parent without the Companies, their Subsidiaries or any approval of their Affiliates)Parent. In the event that Purchaser Representative and Seller Representative are unable of a dispute arising with respect to agree on the reporting of any item on Tax Returns such Tax Returns, Purchaser Representative and Seller Representative disagreement shall mutually choose an be referred to a nationally recognized independent certified public accounting firm to resolve such dispute, and as is mutually agreed upon by the decision of such firm shall be final. (b) Purchaser Representative shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Companies and their Subsidiaries for Straddle Periods. Any Taxes for such Tax period shall be apportioned between SellersShareholders' Agent, on the one hand, and PurchasersParent, on the other. If the parties cannot agree on such an accounting firm, in the manner set forth in Section 8.1 hereoffirm shall be picked by two nationally recognized independent certified public accounting firms, one selected by the Shareholders' Agent and one by Parent; further provided, however, that the accounting firm so selected shall not at the time be the regular auditor of Parent, or any affiliate of Parent. Purchasers The decision of the accounting firm shall permit Seller Representative to review be final and comment binding on each such Tax Return described in the preceding sentence prior to filingparties. The fee of the accounting firm shall borne 50% by Parent, and Purchasers shall consider all 50% ratably among the shareholders of Peach, through payment from the Expense Fund or, if such comments in good faithfund is insufficient to pay for such expenses, from the shareholders jointly and severally. All disputes must be resolved within ten days of submission to the selected accounting firm. (c) Purchasers and Sellers Peach shall cooperate, and shall cause their Representative provide to cooperate, with each other in connection with the filing Parent copies of any all Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include for the retention and (upon the other party’s request) the provision of records and information reasonably relevant to any such audit, litigation, or other proceeding and making their respective employees, outside consultants, and advisors (including but not limited to freight forwarders and advisors with respect to customs duties) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Purchaser and each Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Companies and their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by such Purchaser or such Seller, any extensions of the statute of limitations) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority, and (ii) to give the other parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any of the other parties so requests, such Purchaser or such Seller2003 tax year, as the case may be, shall allow the other party to take possession of soon as such books and recordsreturns are filed. (d) Notwithstanding anything to Any Tax Returns that cover a period beginning before the contrary contained in this Agreement, Purchasers shall have the sole right to control and make all decisions regarding interests in any Tax audit or administrative or court proceeding relating to Taxes, including selection of counsel and selection of a forum for such contest, provided, however, that in the event such audit or proceeding relates to Taxes for which Sellers have indemnified Purchasers, (i) Purchasers and Sellers shall cooperate in the conduct of any audit or proceeding relating to such period, (ii) Sellers shall have the right (but not the obligation) to participate in such audit or proceeding at Sellers’ expense, (iii) Purchasers shall not enter into any agreement with the relevant Tax Authority pertaining to such Taxes without the written consent of Seller Representative, which consent shall not unreasonably be withheld or delayedEffective Date, and ending after the Effective Date (iv) Purchasers may"STRADDLE PERIODS"), without the written consent of any Seller, enter into such an agreement, provided that Purchasers shall have agreed to accept liability for the payment of such Taxes be prepared and to forego any indemnification or other claim under this Agreement with respect to such Taxesfiled by Parent.

Post-Closing Tax Matters. (ai) Subject to Section 5.12(d), Purchaser Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for To the Companies and their Subsidiaries for all periods ending on or prior extent not reflected as a positive adjustment to the Final Net Purchase Price or not included in the calculation of Working Capital, promptly upon receipt by the Company, Excell USA or Buyer, the Buyer shall pay (net of any applicable Taxes) to Sellers any refund, rebate, abatement, reduction or other recovery (whether direct or indirect through a right of setoff or credit) of Taxes of the Company or Excell USA and any interest received thereon, attributable to any Pre-Closing Date that are filed Tax Period of the Company or Excell USA. The Parties agree to treat any payment made pursuant to this Section 6.8(h)(i) as an adjustment to the Purchase Price for Tax purposes. Upon request by Sellers’ Representative after the Closing Date. , the Buyer shall cause the Company or Excell USA to use commercially reasonable efforts to obtain any refund, rebate, abatement, reduction or other recovery (whether direct or indirect through a right of setoff or credit) of Taxes of the Company or Excell USA and any applicable interest for any Pre-Closing Tax Period that would be payable to the Sellers shall bear the cost of preparing such pursuant to this Section 6.8(h)(i), including by filing amended Tax Returns. Purchaser Representative shall permit Seller Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing, and Purchaser Representative shall make all changes reasonably requested by Seller Representative in good faith (unless Purchaser Representative is advised in writing by its independent outside accountants or attorneys that such changes (A) are contrary to applicable Law, or (B) will, or are likely to, have a material adverse effect on Purchasers, the Companies, their Subsidiaries or any of their Affiliates). In the event that Purchaser Representative the Company or Excell USA is subsequently required to repay to any Tax Authority any amount paid to the Sellers pursuant to the provisions of this Section 6.4(h)(i), any such amount shall be repaid to Buyer, together with any interest and Seller Representative are unable to agree on the reporting of any item on such Tax Returns, Purchaser Representative and Seller Representative shall mutually choose an independent public accounting firm to resolve such dispute, and the decision penalties owed in respect of such firm shall be finaldisallowed refund or credit, within ten (10) Business Days, as an adjustment to the Purchase Price. (bii) Purchaser Following the Closing, unless the Sellers’ Representative provides his prior written consent, the Buyer, the Company and Excell USA shall prepare not (i) amend, refile or cause otherwise modify any Tax election or Tax Return of or related to be prepared and the Company or Excell USA with respect to any Pre‑Closing Tax Period, (ii) file a Tax Return of the Company or cause Excell USA for a Pre‑Closing Tax Period in a jurisdiction where the Company or Excell USA has not previously filed a Tax Return, (iii) grant an extension of any applicable statute of limitations with respect to be filed a Tax Return of the Company or Excell USA for a Pre‑Closing Tax Period, or (iv) enter into any voluntary disclosure Tax program, agreement or arrangement with any Governmental Authority or Tax Authority that relates to the Taxes or Tax Returns of the Companies and their Subsidiaries Company or Excell USA for Straddle Periods. Any Taxes for such a Pre-Closing Tax period shall be apportioned between Sellers, on one hand, and Purchasers, on the other, in the manner set forth in Section 8.1 hereof. Purchasers shall permit Seller Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing, and Purchasers shall consider all such comments in good faithPeriod. (ciii) Purchasers For purposes of this Section 6.8, all references to the Buyer, the Sellers, Sellers’ Representative, the Company and Sellers shall cooperate, and shall cause their Representative to cooperate, with each other in connection with the filing of any Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall Excell USA include the retention and (upon the other party’s request) the provision of records and information reasonably relevant to any such audit, litigation, or other proceeding and making their respective employees, outside consultants, and advisors (including but not limited to freight forwarders and advisors with respect to customs duties) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Purchaser and each Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Companies and their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by such Purchaser or such Seller, any extensions of the statute of limitations) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority, and (ii) to give the other parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any of the other parties so requests, such Purchaser or such Seller, as the case may be, shall allow the other party to take possession of such books and recordssuccessors. (d) Notwithstanding anything to the contrary contained in this Agreement, Purchasers shall have the sole right to control and make all decisions regarding interests in any Tax audit or administrative or court proceeding relating to Taxes, including selection of counsel and selection of a forum for such contest, provided, however, that in the event such audit or proceeding relates to Taxes for which Sellers have indemnified Purchasers, (i) Purchasers and Sellers shall cooperate in the conduct of any audit or proceeding relating to such period, (ii) Sellers shall have the right (but not the obligation) to participate in such audit or proceeding at Sellers’ expense, (iii) Purchasers shall not enter into any agreement with the relevant Tax Authority pertaining to such Taxes without the written consent of Seller Representative, which consent shall not unreasonably be withheld or delayed, and (iv) Purchasers may, without the written consent of any Seller, enter into such an agreement, provided that Purchasers shall have agreed to accept liability for the payment of such Taxes and to forego any indemnification or other claim under this Agreement with respect to such Taxes.

Post-Closing Tax Matters. (a) Subject The Stockholders shall prepare and file, or cause to Section 5.12(d)be prepared and filed, all Tax Returns of the Company and any of its Subsidiaries that are required to be filed on or before the Closing Date. All such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by Law. Purchaser Representative shall prepare or cause to be prepared and file filed or cause to be filed all other Tax Returns for of the Companies and their Subsidiaries for all periods ending on Company or prior any of its Subsidiaries. Purchaser shall deliver or cause to be delivered to the Closing Date that are filed after the Closing Date. Sellers shall bear the cost of preparing such Tax Returns. Purchaser Representative shall permit Seller Representative to review and comment on each Stockholders any such Tax Return described in the preceding sentence previous sentence, to the extent it relates to a Pre-Closing Tax Period, within a reasonable period of time prior to the due date for any such Tax Return (after giving effect to any applicable extensions of time for filing) so that the Stockholders, and Purchaser Representative shall make all changes reasonably requested by Seller Representative in good faith (unless Purchaser Representative is advised in writing by its independent outside accountants or attorneys that such changes (A) are contrary to applicable Law, or (B) will, or are likely tothe extent practical, have a material adverse effect meaningful opportunity to review and comment on Purchasers, the Companies, their Subsidiaries or any of their Affiliates)such Tax Return. Purchaser shall consider such comments in good faith. In the event that Purchaser Representative and Seller Representative the Stockholders are unable to agree on the reporting of any item on such Tax Returns, Purchaser Representative and Seller Representative the Stockholders shall mutually choose an independent public accounting firm to resolve such dispute, and the decision of such firm shall be final. Expenses of such independent public accounting firm shall be born evenly between Purchaser and the Stockholders. (b) Purchaser Representative shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Companies and their Subsidiaries for Straddle Periods. Any Taxes for such Tax period Straddle Periods shall be apportioned between Sellers, on one hand, the Stockholders and Purchasers, on the other, Purchaser in the manner set forth in Section 8.1 8.1(c) hereof. Purchasers shall permit Seller Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing, and Purchasers shall consider all such comments in good faith. (c) Purchasers Purchaser and Sellers the Stockholders shall cooperate, and shall cause their Representative to cooperate, cooperate with each other in connection with the filing of any Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information reasonably relevant to any such audit, litigation, or other proceeding and making their respective employees, outside consultants, and advisors (including but not limited to freight forwarders and advisors with respect to customs duties) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder and the cost of the requesting Party. Each Purchaser and each Seller the Stockholders agree (i) to retain all books and records with respect to Tax matters pertinent to the Companies Company and their its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by such Purchaser or such Sellerthe Stockholders, any extensions of the statute of limitations) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority, and (ii) to give the other parties Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any of the other parties Parties so requests, such Purchaser or such Sellerthe Stockholders, as the case may be, shall allow the other party Party to take possession of such books and records. (d) Purchaser agrees to give prompt notice to the Stockholders of any Taxes or the assertion of any claim, or the commencement of any Action in respect of which indemnity may be sought under Section 8.1 (a “Tax Proceeding”), and will give the Stockholders such information with respect thereto as the Stockholders may reasonably request, provided that Purchaser’s failure to provide such notice or to deliver such information to the Stockholders shall not limit Purchaser’s rights under this Article VIII except to the extent the Stockholders is materially prejudiced by such failure. The Stockholders agrees to give prompt notice to Purchaser upon the receipt of any written notice by the Stockholders of any pending or threatened audits or proceedings or other Actions relating to Pre-Closing or Straddle Period Taxes of the Company or any of its Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, Purchasers Purchaser shall have the sole right to control and make all decisions regarding interests in any Tax audit Proceeding for a Straddle Period or administrative or court proceeding relating to TaxesPost-Closing Tax Period, including selection of counsel and selection of a forum for such contest, provided, however, that in the event such audit or proceeding relates to Taxes for which Sellers the Stockholders has indemnified Purchaser or may have indemnified Purchasersan indemnity obligation under Section 8.1, (i) Purchasers Purchaser and Sellers the Stockholders shall cooperate in the conduct of any audit or proceeding relating to such period, (ii) Sellers the Stockholders shall have the right (but not the obligation) to participate in such audit or proceeding at Sellersthe Stockholders’ expense, (iii) Purchasers Purchaser shall not enter into any agreement with the relevant Tax Authority pertaining to such Taxes for which the Stockholders may have an indemnity obligation under Section 8.1 without the written consent of Seller Representativethe Stockholders, which consent shall not unreasonably be withheld withheld, conditioned or delayed, and (iv) Purchasers Purchaser may, without the written consent of any Sellerthe Stockholders, enter into such an agreement, provided that Purchasers Purchaser shall have agreed to accept liability for the payment of such Taxes and to forego any indemnification or other claim under this Agreement with respect to the portion of Pre-Closing Taxes for which the Stockholders otherwise would be responsible under Section 8.1. The Stockholders shall have the right (but not the obligation) upon written request to Purchaser, to control and make all decisions regarding any Tax Proceeding for any Pre-Closing Tax Period (excluding, for the avoidance of doubt, a Tax Proceeding relating to the Pre-Closing portion of any Straddle Period); provided, however, that (i) Purchaser and the Stockholders shall cooperate in the conduct of any audit or proceeding relating to such Taxesperiod, (ii) the Stockholders shall consult with Purchaser with respect to such Tax Proceeding and Purchaser shall have the right (but not the obligation) to participate and employ counsel, at its own expense, separate from counsel employed by the Stockholders, (iii) the Stockholders shall not enter into any agreement with the relevant Tax Authority pertaining to Taxes not indemnified by the Stockholders (including but not limited to any such agreement that would increase the Company’s or any of the Company’s Subsidiaries’ Taxes for a Post-Closing Tax Period) without the written consent of Purchaser, which consent shall not unreasonably be withheld, conditioned or delayed. Notwithstanding any other provision in Section 8.1, Stockholders shall not be liable under Section 8.1 with respect to any Taxes resulting from a Tax Proceeding with respect to which Purchaser did not comply with its obligations under this Section 8.2(d) to notify the Stockholders or to provide the Stockholders the opportunity to control or participate, to the extent the Stockholders is adversely affected as a result thereof.

Post-Closing Tax Matters. (a) Subject Seller shall prepare and file, or cause to Section 5.12(d)be prepared and filed, all Tax Returns of the Company and any of its Subsidiaries that are required to filed on or before the Closing Date. All such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by Law. Purchaser Representative shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns for of the Companies and their Subsidiaries for all periods ending on Company or prior to the Closing Date that are filed after the Closing Date. Sellers shall bear the cost any of preparing such Tax Returnsits Subsidiaries. Purchaser Representative shall permit deliver or cause to be delivered to Seller Representative to review and comment on each any such Tax Return described in the preceding sentence previous sentence, to the extent it relates to a Pre-Closing Tax Period, to the extent practical, at least fifteen (15) days prior to the due date for any such Tax Return (after giving effect to any applicable extensions of time for filing) so that Seller, to the extent practical, has a meaningful opportunity to review and comment on such Tax Return. Purchaser Representative shall make all changes reasonably requested by Seller Representative consider any such comments in good faith (unless Purchaser Representative is advised in writing by its independent outside accountants or attorneys that such changes (A) are contrary to applicable Law, or (B) will, or are likely to, have a material adverse effect on Purchasers, the Companies, their Subsidiaries or any of their Affiliates)faith. In the event that Purchaser Representative and Seller Representative are unable to agree on the reporting of any item on such Tax Returns, Purchaser Representative and Seller Representative shall mutually choose an independent public accounting firm to resolve such dispute, and the decision of such firm shall be final. Expenses of such independent public accounting firm shall be born evenly between the Purchaser and the Seller. (b) Purchaser Representative shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Companies and their Subsidiaries for Straddle Periods. Any Taxes for such Tax period Straddle Periods shall be apportioned between Sellers, on one hand, Seller and Purchasers, on the other, Purchaser in the manner set forth in Section 8.1 8.1(c) hereof. Purchasers shall permit Seller Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing, and Purchasers shall consider all such comments in good faith. (c) Purchasers Purchaser and Sellers Seller shall cooperate, and shall cause their Representative to cooperate, cooperate with each other in connection with the filing of any Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information reasonably relevant to any such audit, litigation, or other proceeding and making their respective employees, outside consultants, and advisors (including but not limited to freight forwarders and advisors with respect to customs duties) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder and of the cost of the requesting Party. Each Purchaser and each Seller agree (i) to retain all books Books and records Records with respect to Tax matters pertinent to the Companies Company and their its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by such Purchaser or such Seller, any extensions of the statute of limitations) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority, and (ii) to give the other parties Parties reasonable written notice prior to transferring, destroying or discarding any such books Books and records Records and, if any of the other parties Parties so requests, such Purchaser or such Seller, as the case may be, shall allow the other party Party to take possession of such books Books and recordsRecords. (d) Purchaser agrees to give prompt notice to Seller of any Taxes or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 8.1 (a “Tax Proceeding”), and will give Seller such information with respect thereto as Seller may reasonably request, provided that Purchaser’s failure to provide such notice or to deliver such information to Seller shall not limit Purchaser’s rights under this Article VIII except to the extent Seller is materially prejudiced by such failure. Seller agrees to give prompt notice to Purchaser upon the receipt of any written notice by Seller of any pending or threatened Tax Proceeding or other Actions relating to Taxes of the Company or any of its Subsidiaries, provided that Seller’s failure to provide such notice or to deliver such information to Purchaser shall not limit Seller’s rights under this Article VIII except to the extent Purchaser is materially prejudiced by such failure. Notwithstanding anything to the contrary contained in this Agreement, Purchasers Purchaser shall have the sole right to control and make all decisions regarding interests in any Tax audit Proceeding for a Straddle Period or administrative or court proceeding relating to TaxesPost-Closing Tax Period, including selection of counsel and selection of a forum for such contestTax Proceeding, provided, however, that in the event such audit or proceeding Tax Proceeding relates to Taxes for which Sellers Seller has indemnified Purchaser or may have indemnified Purchasersan indemnity obligation under Section 8.1, (i) Purchasers Purchaser and Sellers Seller shall cooperate in the conduct of any audit or proceeding relating to such periodTax Proceeding, (ii) Sellers Seller shall have the right (but not the obligation) to participate in such audit or proceeding Tax Proceeding at Sellers’ Seller’s expense, (iii) Purchasers Purchaser shall not enter into any agreement with the relevant Tax Authority pertaining to such Taxes for which Seller may have an indemnity obligation under Section 8.1 without the written consent of Seller RepresentativeSeller, which consent shall not unreasonably be withheld withheld, conditioned or delayed, and (iv) Purchasers Purchaser may, without the written consent of any Seller, enter into such an agreement, provided that Purchasers Purchaser shall have agreed to accept liability for the payment of such Taxes and to forego any indemnification or other claim under this Agreement with respect to the portion of Pre-Closing Taxes for which Seller could otherwise be responsible under Section 8.1. Seller shall have the right (but not the obligation) upon written request to Purchaser, to control and make all decisions regarding any Tax Proceeding for any Pre-Closing Tax Period (excluding, for the avoidance of doubt, a Tax Proceeding relating to the portion of any Straddle Period that ends on the Closing Date); provided, however, that (i) Purchaser and Seller shall cooperate in the conduct of such TaxesTax Proceeding relating to such period, (ii) Seller shall consult with Purchaser with respect to such Tax Proceeding and Purchaser shall have the right (but not the obligation) to participate in such Tax Proceeding and employ counsel, at its own expense, separate from counsel employed by Seller and (iii) Seller shall not enter into any agreement with the relevant Tax Authority pertaining to Taxes not indemnified by Seller (including but not limited to any such agreement that would increase the Company’s or any Subsidiary’s Taxes for a Post-Closing Tax Period) without the written consent of Purchaser, which consent shall not unreasonably be withheld, conditioned or delayed. Notwithstanding any other provision in Section 8.1, Seller shall not be liable under Section 8.1 with respect to any Taxes resulting from a Tax Proceeding with respect to which Purchaser did not comply with its obligations under this Section 8.2(d) to notify Seller or to provide Seller the opportunity to control or participate, to the extent Seller is adversely affected as a result thereof.

Post-Closing Tax Matters. (a) Subject to Section 5.12(d), Purchaser Representative Inveresk shall prepare or cause and timely file all Tax Returns of the Company and its Subsidiaries for the Straddle Period and all pre-Closing periods which Tax Returns have not been filed as of the Closing Date. Inveresk shall pay and discharge all Taxes shown to be prepared due on such Tax Returns. For purposes of this Agreement, the amount of Taxes of the Company and file or cause its Subsidiaries attributable to the pre-Closing portion of any taxable period beginning before and ending after the Closing Date (the "Straddle Period") shall be filed all determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period (except to the extent of any extraordinary actions taken by Inveresk after the Closing on the Closing Date); provided, however, real and personal property Taxes (which are not based on income) shall be determined by reference to the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period. All Tax Returns for the Companies Straddle Period and their Subsidiaries for all pre-Closing periods ending on or prior to which Tax Returns have not been filed as of the Closing Date that are filed after the Closing Dateshall be prepared in a manner consistent with prior practice, except as required by changes in applicable law. Sellers Inveresk shall bear the cost of preparing deliver each such Tax Returns. Purchaser Return it prepares or causes to be prepared pursuant to this Section 6.8 to the Stockholder's Representative at least 15 days prior to filing, and shall permit Seller the Stockholder's Representative to review and comment on each such Tax Return described in the preceding sentence prior to filingits filing by Inveresk, and Purchaser Representative Inveresk shall make all changes such revisions to such Tax Returns as are reasonably requested by Seller Representative in good faith (unless Purchaser Representative is advised in writing by its independent outside accountants or attorneys that such changes (A) are contrary to applicable Law, or (B) will, or are likely to, have a material adverse effect on Purchasers, the Companies, their Subsidiaries or any of their Affiliates). In the event that Purchaser Representative and Seller Representative are unable to agree on the reporting of any item on such Tax Returns, Purchaser Representative and Seller Representative shall mutually choose an independent public accounting firm to resolve such dispute, and the decision of such firm shall be finalStockholder's Representative. (b) Purchaser Representative shall prepare or cause Subject to be prepared and file or cause to be filed any Tax Returns of the Companies and their Subsidiaries for Straddle Periods. Any Taxes for such Tax period shall be apportioned between Sellers, on one hand, and Purchasers, on the other, in the manner limitations set forth in Sections 6.1 and 6.2(b)(i), the Indemnified Parties shall be indemnified and held harmless from and against any and all Losses asserted against, or paid, suffered or incurred by any Indemnified Party which, directly or indirectly, arise out of, result from, are based upon or relate to (i) the inaccuracy, as of the date of this Agreement or the Effective Time of any representation or warranty made in Section 8.1 hereof. Purchasers shall permit Seller 3.17 or any failure by the Company or the Stockholders' Representative to review perform or fulfill any of their respective covenants or agreements in this Section 6.8; provided, however, that for purposes of this paragraph all materiality and comment Material Adverse Effect qualifiers contained in Section 3.17 will in all respects be ignored; (ii) all Taxes imposed on each such Tax Return described in the preceding sentence Company and any of its Subsidiaries or asserted against the properties, income or operations of the Company or any of its Subsidiaries for any taxable period of the Company or any of its Subsidiaries or portion thereof ending on or prior to filingthe Closing Date including the pre-Closing portion of any Straddle Period (except to the extent otherwise paid by the Company before Closing or taken into account in calculating the Closing Liquid Net Worth); and (iii) Taxes of another Person claimed from the Company or any of its Subsidiaries as a result of any of the Company or any of its Subsidiaries being included prior to the Closing Date in a combined, and Purchasers shall consider all such comments in good faithconsolidated or unitary tax group under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law) or, as a transferee or successor, by contract or otherwise. (c) Purchasers and Sellers Inveresk shall cooperate, and shall cause their notify the Stockholders' Representative to cooperate, with each other in connection with writing within 30 calendar days of receipt of written notice by it or the filing Company or any Subsidiary of any pending or threatened Tax Returns and any auditexamination, litigation audit or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information reasonably relevant to any such audit, litigation, or other proceeding and making their respective employees, outside consultants, and advisors (including but not limited to freight forwarders and advisors with respect to customs duties) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Purchaser and each Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Companies and their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by such Purchaser or such Seller, any extensions of the statute of limitations) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority, and (ii) to give the other parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any of the other parties so requests, such Purchaser or such Seller, as the case may be, shall allow the other party to take possession of such books and records. (d) Notwithstanding anything to the contrary contained in this Agreement, Purchasers shall have the sole right to control and make all decisions regarding interests in any Tax audit or administrative or court judicial proceeding relating (a "Tax Contest") that could reasonably be expected to Taxes, including selection of counsel and selection of a forum for such contest, provided, however, that result in the event such audit or proceeding relates to Taxes for which Sellers have indemnified Purchasers, (i) Purchasers and Sellers shall cooperate in the conduct of any audit or proceeding relating to such period, (ii) Sellers shall have the right (but not the obligation) to participate in such audit or proceeding at Sellers’ expense, (iii) Purchasers shall not enter into any agreement with the relevant Tax Authority pertaining to such Taxes without the written consent of Seller Representative, which consent shall not unreasonably be withheld or delayed, and (iv) Purchasers may, without the written consent of any Seller, enter into such an agreement, provided that Purchasers shall have agreed to accept liability for the payment of such Taxes and to forego any indemnification or other claim obligation under this Agreement with respect to such Taxes.Section 6.8