Common use of Post-Closing Tax Returns Clause in Contracts

Post-Closing Tax Returns. Purchaser will prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns that are required to be filed in respect of the Transferred Assets, the Business and the Transferred Entities. Each such Tax Return to be prepared and filed for a Straddle Period (“Straddle Period Tax Return”) shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by Law, and shall be provided to Seller Parent (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller Parent) for review and comment at least thirty (30) business days prior to the due date for filing to allow Seller Parent to review, comment, and object to the Straddle Period Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty (20) days prior to the due date for filing such Straddle Period Tax Return. Purchaser and Seller Parent shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute within five (5) days of Purchaser’s receipt of Seller Parent’s written notification, the parties shall refer the disputed Straddle Period Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days prior to the due date for filing such Straddle Period Tax Return. Purchaser shall pay, or cause to be paid, all Taxes shown as due on each such Tax Returns, provided, however, that in the case of a Straddle Period Tax Return, Sellers shall be responsible for, and Seller Parent shall indemnify Purchaser no later than the due date of such Straddle Period Tax Return for, Retained Taxes shown as due on such Straddle Period Tax Return, except to the extent such Taxes were included in the calculation of Final Closing Date Net Working Capital.

Post-Closing Tax Returns. Purchaser will The Buyer shall prepare and timely file, (or cause to be prepared prepared) and timely file (or cause to be filed, all other ) each Tax Returns that are Return required to be filed in respect by the Company and its Subsidiaries after the Closing Date for a taxable period beginning before the Closing Date (each a “Buyer Prepared Return”). The cost of preparation of Buyer Prepared Returns shall be paid by the Company at the direction of the Transferred AssetsMembers’ Representative. To the extent any Tax shown as due on any Buyer Prepared Return is payable by the Members (including by reason of the indemnification obligations of the Members hereunder), the Business and the Transferred Entities. Each (A) each such Tax Buyer Prepared Return to be prepared and filed for a Straddle Period (“Straddle Period Tax Return”) shall be prepared in a manner consistent with historical practice, except to the extent prior practice of the Company and its Subsidiaries unless otherwise required by Lawapplicable Tax Law or the change from prior practice would not increase the amount of Tax payable by the Company or its Subsidiaries for which the Members are obligated to indemnify the Indemnified Parties pursuant to Section 9.1, and (B) each such Buyer Prepared Return shall be provided to Seller Parent (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller Parent) the Members’ Representative for review and comment at least thirty fifteen (30) business days prior to the due date for filing to allow Seller Parent to review, comment, and object to the Straddle Period Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty (2015) days prior to before the due date for filing such Straddle Period Tax Return. Purchaser and Seller Parent shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both parties andBuyer Prepared Return (or, if they are unable required to resolve the dispute be filed within five thirty (530) days after the Closing or within thirty (30) days after the end of Purchaser’s receipt of Seller Parent’s written notification, the parties shall refer the disputed Straddle Period taxable period to which such Tax Return relates, as soon as reasonably practicable following the Closing) and (C) the Members’ Representative shall have the right to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days prior to the due date for filing such Straddle Period Tax Return. Purchaser shall pay, or cause to be paid, all Taxes shown as due review and comment on each such Tax Returns, provided, however, that in the case of a Straddle Period Tax Return, Sellers Buyer Prepared Return before filing. The Buyer shall be responsible for, and Seller Parent shall indemnify Purchaser no later than the due date of make such Straddle Period Tax Return for, Retained Taxes shown as due on such Straddle Period Tax Return, except revisions to the extent Buyer Prepared Returns as are reasonably requested by the Members’ Representative. The Members shall include any income, gain, loss, deduction or other Tax items for the Company and its Subsidiaries on their Tax Returns in a manner consistent with the Schedules K-1 furnished to the Members with respect to the Company and its Subsidiaries and fully satisfy any Tax liabilities arising from such Taxes were included in the calculation of Final Closing Date Net Working Capitalinclusion.

Post-Closing Tax Returns. Purchaser will Buyer shall prepare and timely file, or cause to be prepared and timely filed, all other any Tax Returns that are required to be filed in respect of the Transferred Assets, the Business and the Transferred Entities. Each such Tax Return to be prepared and filed Company for a Straddle Period (“Straddle Period Tax ReturnReturns”) shall and any Tax Returns of the Company for any Pre-Closing Tax Period required to be prepared in a manner consistent with historical practice, except to filed after the extent otherwise required by Law, and shall be provided to Seller Parent Closing Date (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Returns, “Post-Closing Tax Returns”) and shall provide draft copies of any such income or other material Post-Closing Tax Returns to Seller Parent) for review and comment at least thirty (30) business days prior to the due date for filing to allow Seller Parent to review, comment, and object to the Straddle Period Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty (20) no less than 30 days prior to the due date for filing such Straddle Period Tax ReturnReturns (taking into account any applicable extensions). Purchaser Seller shall have the right to review and comment on such Post-Closing Tax Returns, and Buyer shall take into account all reasonable changes requested by Seller. Seller Parent shall negotiate in good faith in an attempt pay to resolve Buyer the objection amount of the Tax for which it is responsible (to the reasonable satisfaction extent such Tax has not already been satisfied by the Company prior to Closing by means of both parties and, if they are unable to resolve the dispute within five (5estimated or advance Tax payments or withholding or other adjustments) days of Purchaser’s receipt of Seller Parent’s written notification, the parties shall refer the disputed Straddle Period Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days two Business Days prior to the due date for filing such Straddle Period of any Post-Closing Tax Return. Purchaser Buyer shall paythereafter cause the Company to execute and timely file such Post-Closing Tax Returns and shall timely remit any taxes payable with respect to such Post-Closing Tax Returns. Buyer shall not amend, or cause or permit the Company to be paidamend, all Taxes shown as due on each any Post-Closing Tax Returns without the prior written consent of Seller, if such Tax Returns, amendment would increase taxes for which Seller is liable pursuant to Section 12.2; provided, howeverthat Seller’s consent shall not be unreasonably withheld, that delayed or conditioned. For the avoidance of doubt, any Seller obligations to pay to Buyer any Tax amounts contained in the case of a Straddle Period Tax Return, Sellers this Section 2.3 shall be responsible for, deemed to have been paid and Seller Parent shall indemnify Purchaser no later than the due date of such Straddle Period Tax Return for, Retained Taxes shown as due on such Straddle Period Tax Return, except fulfilled to the extent any such Taxes were amounts otherwise due under this Section 2.3 are included as a current liability of the Company in the calculation of Final Closing Date the Company Net Working Capital.

Post-Closing Tax Returns. Purchaser will prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns that are required to be filed in respect of the Transferred Sold Assets, the Business and the Transferred EntitiesSold Entities and JV Majority Participations. Each such Tax Return to be prepared and filed for a Straddle Period (“Straddle Period Tax Return”) shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by Law, and shall be provided to Seller Parent (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller ParentSeller) for review and comment at least thirty twenty (3020) business days Business Days prior to the due date for filing to allow Seller Parent to review, comment, and object to the Straddle Period Tax Return based on Seller ParentSeller’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty within ten (2010) days prior to the due date for filing Business Days of receipt of such Straddle Period Tax Return. Purchaser and Seller Parent shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute within five (5) days of Purchaser’s receipt of Seller ParentSeller’s written notification, the parties shall refer the disputed Straddle Period Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days prior to the due date for filing such Straddle Period Tax Return. Purchaser shall pay, or cause to be paid, all Taxes shown as due on each such Tax Returns, provided, however, that in the case of a Straddle Period Tax Return, Sellers Seller shall be responsible for, and Seller Parent shall indemnify Purchaser no later than the due date of such Straddle Period Tax Return for, Retained Indemnifiable Taxes shown as due on such Straddle Period Tax Return, except to the extent such Taxes were included as provided in the calculation of Final Closing Date Net Working CapitalSection 12.2(a)(aa).

Post-Closing Tax Returns. Purchaser will prepare and timely file, or shall cause the Companies to be prepared and timely filed, file all other Tax Returns of the Companies for Pre-Closing Tax Periods that are required to be filed in respect of after the Transferred AssetsClosing Date (taking into account extensions), the Business including Income Tax Returns for any Straddle Period. Sellers shall timely pay and the Transferred Entities. Each discharge all Taxes required to be shown as due on such Tax Return Returns (taking into account all estimated Tax payments) to be prepared the extent that such Taxes (and filed for such estimated Tax Payments) are attributable to a Straddle Pre-Closing Tax Period (“Straddle Period and were not taken into account in the determination of Final Working Capital. All such Tax Return”) Returns shall be prepared in a manner consistent with historical practicethe prior practice of the Companies, except to the extent unless otherwise required by applicable Law, and shall be provided to Seller Parent (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller Parent) for review and comment at least thirty (30) business . Not less than 20 days prior to the due date filing any Tax Return that covers, in whole or in part, a Pre-Closing Tax Period, Purchaser shall submit a copy of such Tax Return in draft form to Seller Representative for filing to allow Seller Parent to reviewits review and approval, commentwhich approval shall not be unreasonably withheld, conditioned or delayed. Sellers shall severally, and object not jointly, indemnify and hold the Purchaser, the Companies and their respective Affiliates harmless from and against (x) all Taxes required to the Straddle Period be shown on any Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects filed pursuant to such Straddle Period Tax Returnthis Section 11.1(b), Seller Parent shall notify Purchaser of its objection in writing at least twenty (20) days prior to the due date for filing such Straddle Period Tax Return. Purchaser and Seller Parent shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute within five (5) days of Purchaser’s receipt of Seller Parent’s written notification, the parties shall refer the disputed Straddle Period Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days prior to the due date for filing such Straddle Period Tax Return. Purchaser shall pay, or cause to be paid, all Taxes shown as due on each such Tax Returns, provided, however, that in the case of a Straddle Period Tax Return, Sellers shall be responsible for, and Seller Parent shall indemnify Purchaser no later than the due date of such Straddle Period Tax Return for, Retained Taxes shown as due on such Straddle Period Tax Return, except to the extent such Taxes were included are attributable to a Pre-Closing Tax Period (and are not taken into account in the calculation determination of Final Closing Date Net Working Capital) and (y) reasonably documented third-party costs and expense incurred in connection with therewith (regardless of whether such Taxes, costs or expenses are incurred at the time of filing such Tax Returns or in connection with a Tax audit or otherwise); provided, however, that, other than in the event of fraud by such Seller, in no event shall a Seller be obligated under this Section 11.1(b) to indemnify Purchaser, the Companies or their respective Affiliates for an amount greater than such Seller’s Indemnification Percentage of the applicable liability. Payment by the Sellers of any amount due under this Section 11.1(b) to Purchaser, any Company or any of their respective Affiliates shall be paid within 10 days following written notice that payment is due. For purposes of this Agreement, any Tax liability or withholding Tax obligation incurred by any of the Purchaser, the Companies or their respective Affiliates in connection with or resulting from the BP Claim or the BP Claim Assignment shall be treated as a Tax attributable to a Pre-Closing Tax Period, and any Tax Return prepared pursuant to this Section 11.1(b) shall take the position that the value of the BP Claim upon its assignment pursuant to the BP Claim Assignment shall be an amount to be agreed upon by the Parties in good faith prior to the Closing; provided that such amount shall not exceed, and, absent such agreement, shall be, $1,000,000.

Post-Closing Tax Returns. Purchaser will Buyer shall cause the Regency Entities to prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns that are required relating to be filed in the Regency Entities for periods beginning on or before the Closing Date and ending after the Closing Date. With respect to any such Tax Returns for the Regency GP Entities, Buyer shall determine (by an interim closing of the Transferred Assetsbooks as of the Closing Date except for ad valorem and property taxes owed or owing by the Regency GP Entities, which shall be prorated on a daily basis) the Business and Taxes that would have been due with respect to the Transferred Entities. Each period covered by such Tax Return to be prepared if such taxable period ended on and filed for a Straddle Period included the Closing Date (the “Straddle Period Tax ReturnPre-Closing Tax”). (i) shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by Law, and shall be provided to Seller Parent (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller Parent) for review and comment at least thirty (30) business Not later than 20 days prior to the due date of any estimated Tax payment relating to any Pre-Closing Tax, Buyer shall deliver to Seller for filing its review a statement calculating the excess, if any, of the Pre-Closing Tax included in such payment over the amount set up as a liability for such Tax on the financial statements of Regency Entities. Buyer shall make or cause to allow be made such changes in such statement as Seller Parent may reasonably request, which changes shall be subject to reviewBuyer’s approval, commentwhich shall not be unreasonably withheld. Thereafter, and object to the Straddle Period Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty (20) not later than 5 days prior to the due date for filing of such Straddle Period estimated Tax Return. Purchaser and payment, Seller Parent shall negotiate in good faith in an attempt pay to resolve Buyer the objection to the reasonable satisfaction amount of both parties and, if they are unable to resolve the dispute within five such excess. (5ii) days of Purchaser’s receipt of Seller Parent’s written notification, the parties shall refer the disputed Straddle Period Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) Not later than 20 days prior to the due date of any Tax Return covering a Pre-Closing Tax, Buyer shall deliver to Seller for filing its review a copy of such Straddle Period Tax ReturnReturn and a statement calculating the amount by which the Pre-Closing Tax reflected on such Tax Return is greater than or less than the amount set up as a liability for such Tax on the financial statements of Regency Entities and the amount of any payments paid by Seller to Buyer with respect to estimated Tax payments of such Pre-Closing Tax pursuant to Section 5.12(a)(i), which amount of estimated Tax payments shall be treated as a credit against Pre-Closing Tax owed to Buyer by Seller. Purchaser Buyer shall pay, make or cause to be paid, all Taxes shown as due on each made such changes in such Tax ReturnsReturns or such statement as Seller may reasonably request, provided, however, that in the case of a Straddle Period Tax Return, Sellers which changes shall be responsible forsubject to Buyer’s approval, and Seller Parent which shall indemnify Purchaser no not be unreasonably withheld. Not later than 5 days prior to the due date of such Straddle Period Tax Return for, Retained Taxes shown as due on such Straddle Period Tax Return, except Seller shall pay to Buyer (or Buyer pay to Seller, if appropriate) the extent amount of such difference. Upon receipt thereof, Buyer shall file or cause to be filed such Tax Return and shall pay all Taxes were included in the calculation of Final Closing Date Net Working Capitalshown to be due thereon.

Post-Closing Tax Returns. Purchaser will prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns that are required to be filed in respect of the Transferred Sold Assets, the Business and the Transferred EntitiesSold Entities and JV Majority Participations. Each such Tax Return to be prepared and filed for a Straddle Period (“Straddle Period Tax Return”) shall be prepared in a manner consistent with historical practice, except 79/114 to the extent otherwise required by Law, and shall be provided to Seller Parent (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller ParentSeller) for review and comment at least thirty twenty (3020) business days Business Days prior to the due date for filing to allow Seller Parent to review, comment, and object to the Straddle Period Tax Return based on Seller ParentSeller’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty within ten (2010) days prior to the due date for filing Business Days of receipt of such Straddle Period Tax Return. Purchaser and Seller Parent shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute within five (5) days of Purchaser’s receipt of Seller ParentSeller’s written notification, the parties shall refer the disputed Straddle Period Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days prior to the due date for filing such Straddle Period Tax Return. Purchaser shall pay, or cause to be paid, all Taxes shown as due on each such Tax Returns, provided, however, that in the case of a Straddle Period Tax Return, Sellers Seller shall be responsible for, and Seller Parent shall indemnify Purchaser no later than the due date of such Straddle Period Tax Return for, Retained Indemnifiable Taxes shown as due on such Straddle Period Tax Return, except to the extent such Taxes were included as provided in the calculation of Final Closing Date Net Working CapitalSection 12.2(a)(aa).

Post-Closing Tax Returns. Purchaser will prepare (a) Buyer, at its sole cost and timely fileexpense, or cause to be prepared shall have sole and timely filed, exclusive responsibility for the preparation and filing of all other Separate Company Tax Returns with respect to the Company that are required to be filed in respect for any Pre-Closing Tax Period the initial due date of which (taking into account any extensions) is after the Transferred Assets, Closing Date and any Straddle Period. To the Business and the Transferred Entities. Each extent any such Tax Return includes Pre-Closing Taxes, Buyer shall deliver to the Seller, for its review and comment reasonably in advance of the applicable filing deadline (taking into account applicable extensions), a copy of the Separate Company Tax Return proposed to be filed. Any such Tax Return shall be prepared and filed for a Straddle Period (“Straddle Period Tax Return”) shall be prepared in a manner consistent with historical practicethe past practice of the Company, except to the extent otherwise this Agreement and without a change of any election or any accounting method, in each case unless required by applicable Law. The Seller shall notify Buyer in writing of any objections to any items set forth on such Tax Returns and Buyer shall accept and reflect any reasonable comment that Seller submits to Buyer; provided, that such comments are in accordance with applicable Law, the past practices of the Company and this Agreement. The Seller shall be provided advance Seller’s share of Taxes related to Seller Parent such Separate Company Tax Returns (together determined in accordance with Section 6.2 with respect to any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller ParentPeriod) for review and comment at least thirty two (30) business days prior to the due date for filing to allow Seller Parent to review, comment, and object to the Straddle Period Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty (202) days prior to the due date thereof. (b) Seller and its Affiliates, at Seller’s sole cost and expense, shall have sole and exclusive responsibility for the preparation and filing such Straddle Period of all Tax Returns (and any amendment thereof) of the Seller Consolidated Group (“Seller Consolidated Tax Return. Purchaser ”) and Seller Parent shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute within five (5) days of Purchaser’s receipt of Seller Parent’s written notification, the parties shall refer the disputed Straddle Period Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days prior to the due date for filing such Straddle Period Tax Return. Purchaser shall pay, or cause to be paid, pay all Taxes shown as due on each such Tax Returnsthereon. Notwithstanding any other provision of this Agreement, provided, however, that (i) in the case no event shall Seller or any of a Straddle Period Tax Return, Sellers shall its Affiliates be responsible for, and Seller Parent shall indemnify Purchaser no later than the due date of such Straddle Period required to provide any Person with any Tax Return for(or amendment thereof) or copy of any Seller Consolidated Tax Return (or amendment thereof) and (ii) neither Buyer nor any of its Affiliates shall have any rights with respect to any audit of, Retained or dispute with any Tax Authority regarding the Taxes shown as due on such Straddle Period or any Tax Return, except Return (or amendment thereof) of (nor shall Buyer or any of its Affiliates have any rights to any refunds or other benefits of or arising with respect to any Taxes or Tax Returns (or amendment thereof) of the extent such Taxes were included in the calculation of Final Closing Date Net Working CapitalSeller Consolidated Group.

Post-Closing Tax Returns. Purchaser will prepare and timely file, (a) Buyer shall be responsible for filing (or cause causing to be prepared and timely filed, ) all other Tax Returns that have not been filed as of the date hereof with respect to the Acquired Group Companies that are required to be filed in respect of for a Pre-Closing Tax Period (other than any Seller Consolidated Tax Return), Straddle Period (other than any Seller Consolidated Tax Return) or Post-Closing Tax Period. To the Transferred Assets, the Business and the Transferred Entities. Each extent any such Tax Return includes a material amount of Taxes indemnifiable pursuant to Section 6.7(a), Buyer shall deliver to the Seller, for its review and comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions), a copy of the Tax Return proposed to be filed. Any such Tax Return that relates to a Straddle Period shall be prepared and filed for a Straddle Period (“Straddle Period Tax Return”) shall be prepared in a manner consistent with historical practicethe past practice of that Acquired Group Company and without a change of any election or any accounting method, except to in each case provided that there is at least “substantial authority” for each such past practice position in the extent otherwise required by Law, and shall be provided to Seller Parent (together with any additional information regarding such Straddle Period reasonable determination of Buyer’s Tax Return as may reasonably be requested by Seller Parent) for review and comment at preparers. At least thirty fifteen (30) business days prior to the due date for filing to allow Seller Parent to review, comment, and object to the Straddle Period Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty (2015) days prior to the due date for the filing such Straddle Period (taking into account available extensions) of any Tax Return. Purchaser and Seller Parent shall negotiate in good faith in an attempt Returns addressed by this section that include a material amount of Taxes indemnifiable pursuant to resolve the objection to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute within five (5) days of Purchaser’s receipt of Seller Parent’s written notificationSection 6.7(a), the parties Seller shall refer notify Buyer in writing of any objections to any items set forth on such Tax Returns and Buyer shall accept and reflect any reasonable comment that Seller submits to Buyer. Seller shall, without prejudice to or duplication of the disputed Straddle Period Tax Return rights of Buyer and the Acquired Group Companies to indemnification under Section 6.7(a), pay to Buyer the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five amount of any Taxes indemnifiable pursuant to Section 6.7(a) no later than ten (510) days prior to the due date for the filing such Straddle Period (taking into account available extensions) of the applicable Tax Returns (provided that, for the avoidance of doubt, the same limitations that apply to the indemnity under Section 6.7 shall apply to a payment hereunder). (b) Seller and its Affiliates shall have sole and exclusive responsibility for the preparation and filing of all affiliated, consolidated, combined, or unitary Tax Returns that include Seller or any of its Affiliates (a “Seller Consolidated Tax Return”) even if it includes an Acquired Group Company. Purchaser Seller and its Affiliates shall paydetermine in their sole discretion whether to file any such Seller Consolidated Tax Return for a taxable period of an Acquired Group Company ending on or before the date of this Agreement on an affiliated, consolidated, combined or unitary basis if the filing of an affiliated, consolidated, combined or unitary Tax Return for such period is elective under applicable Law. Seller shall notify Buyer of any such decision that is a departure from past practice no less than ninety (90) days prior to the filing deadline for the applicable stand-alone Tax Return of the applicable Acquired Group Company. Buyer hereby agrees (and agrees to cause each Acquired Group Company), to file any and all consents, elections or other documents and to take any other actions necessary or appropriate reasonably requested by Seller to allow Seller and its Affiliates to exercise their rights and responsibilities under this Section 6.1(b). Buyer shall not amend or revoke any Seller Consolidated Tax Return for any taxable period ending on or before, or including, the date of this Agreement (or any notification or election relating thereto) without the prior written consent of Seller. For the avoidance of doubt, notwithstanding any other provision of this Agreement Buyer shall not carry back any losses of the Acquired Group Companies to a taxable period in which Seller or any of its Affiliates was a member of an affiliated, consolidated, combined or unitary group including any of the Acquired Group Companies. To the extent filing a Seller Consolidated Tax Return that includes an Acquired Group Company, to the extent permitted by applicable Law, Seller Parent shall include the income, assets and activity of such Acquired Group Company (including any deferred items triggered into income by Treasury Regulations Section 1.1502-13 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19 and including any items attributable to the Distributed Asset Distribution, the Business Asset Contribution, the Intercompany Account Settlement or the cancellation or settlement of the Funding Notes) on the applicable Seller Consolidated Tax Returns for all periods including or ending on or before the date hereof, and Seller Parent or Seller shall timely pay (or cause to be timely paid, ) all Taxes shown as due on each such Seller Consolidated Tax Returns. Seller shall deliver to Buyer for its review and comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions), provided“pro forma” copies of the portion of any such Seller Consolidated Tax Returns that reflect the income, however, that in assets or activity of any Acquired Group Company. At least fifteen (15) days prior to the case due date for the filing (taking into account available extensions) of a Straddle Period any such Seller Consolidated Tax Return, Sellers Buyer shall be responsible for, notify Seller in writing of any objections to any items set forth on such “pro forma” copies and Seller Parent and Buyer shall indemnify Purchaser no later than discuss in good faith such comments; provided that Seller shall accept and reflect on the due date of such Straddle Period Seller Consolidated Tax Return for, Retained Taxes shown any comments as due on such Straddle Period Tax Return, except are necessary for Seller to the extent such Taxes were included in the calculation comply with any explicit obligations under Article 6 of Final Closing Date Net Working Capitalthis Agreement.

Post-Closing Tax Returns. Purchaser will (i) Parent shall (at its own cost and expense) accurately prepare and timely file, file (or cause to be prepared and timely filed, ) with the appropriate Taxing Authorities all other pass-through income Tax Returns that are required to be filed in respect of by BR-NV for any taxable period ending on or before the Transferred Assets, the Business and the Transferred EntitiesClosing Date (each a “Parent Prepared Return”). Each such Tax Return to All Parent Prepared Returns shall be prepared and filed for a Straddle Period (“Straddle Period Tax Return”) shall be prepared in a manner that is consistent with historical practicethe prior practice of BR-NV, except to the extent as otherwise required by Law. If necessary to permit proper filing of any Parent Prepared Return, and Buyer shall cause such Parent Prepared Return to be executed by an authorized person on behalf of BR-NV; provided that, any such Parent Prepared Return that needs to be executed by an authorized person on behalf of BR-NV shall be provided to Seller Parent (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller Parent) for review and comment at least thirty (30) business days prior to the due date for filing to allow Seller Parent subject to review, comment, and object consent of Buyer (which consent shall not be unreasonably withheld, conditioned, or delayed). Except for any Parent Prepared Return, BR-NV shall accurately prepare and timely file (or cause to be prepared and timely filed) with the Straddle appropriate Taxing Authorities all other Tax Returns required to be filed by BR-NV with respect to any Pre-Closing Tax Period that are filed after the Closing Date (each a “BR-NV Prepared Return”). BR-NV shall provide Parent with a copy of each such BR-NV Prepared Return for review and approval (which approval shall not be unreasonably withheld, conditioned, or delayed) at least fifteen (15) days before the filing of such Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects (or, if required to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty be filed within thirty-one (2031) days prior after the Closing Date or the end of the taxable period to which such Tax Return relates, as soon as reasonably practicable following the Closing or end of such taxable period, as the case may be), accompanied by a statement (a “Pre-Closing Tax Statement”) setting forth and calculating in reasonable detail the Pre-Closing Tax Liability and Indemnified Taxes that are shown as due date for filing on such Straddle Period Tax Return. Purchaser and Seller Parent Buyer shall negotiate in good faith in an attempt to resolve the objection make such revisions, to the reasonable satisfaction extent such revisions are consistent with prior practice of both parties andBR-NV and permitted by applicable Law, if they to BR-NV Prepared Returns as are unable to resolve the dispute reasonably requested by Seller Representative within five (5) days after receipt by Seller Representative of Purchaser’s each BR-NV Prepared Return for review pursuant to this Section 7.6(a)(i). (ii) If Parent disagrees with the manner of preparation of a BR-NV Prepared Return or the amount of Pre-Closing Tax Liability or Indemnified Taxes calculated in a Pre-Closing Tax Statement, within ten (10) days after receipt of Seller such BR-NV Prepared Return or Pre-Closing Tax Statement by Parent’s written notification, the parties Parent shall refer provide to Buyer a notice of such dispute (a “Tax Statement Dispute”), along with a statement setting forth the disputed Straddle Period reason(s) for such disagreement with such BR-NV Prepared Return or Pre-Closing Tax Statement. If the Parent does not provide a notice of Tax Statement Dispute with respect to any BR-NV Prepared Return within such 10-day period, such BR-NV Prepared Return shall be deemed accepted by Parent for filing, and the Pre-Closing Tax Statement associated with such Tax Return shall be treated as an indemnification notice provided by Buyer pursuant to the Accounting Firm for final determinationSection 8.5. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five If Buyer and Parent are unable to resolve any Tax Statement Dispute within fifteen (515) days prior to after delivery of the due date for filing such Straddle Period Tax Return. Purchaser shall pay, or cause to be paid, all Taxes shown as due on each such Tax Returns, provided, however, that in the case notice of a Straddle Period Tax ReturnStatement Dispute, Sellers the dispute shall be responsible for, resolved by submission of the unresolved issues to an accounting firm mutually acceptable to Buyer and Seller Parent shall indemnify Purchaser no later than the due date of such Straddle Period Tax Return for, Retained Taxes shown as due on such Straddle Period Tax Return, except under procedures analogous to the extent such Taxes were included those specified in the calculation of Final Closing Date Net Working CapitalSection 3.6(b).

Post-Closing Tax Returns. Purchaser will (i) The Stockholders’ Representative shall prepare and timely file, (or cause to be prepared and timely filed, all other prepared) each Tax Returns that are Return required to be filed by the Company and its Subsidiaries after the Closing Date for a taxable period ending on or before the Closing Date (each a “Seller Prepared Return”) and shall (A) prepare such Tax Return in respect a manner consistent with the prior practice of the Transferred AssetsCompany and its Subsidiaries unless otherwise required by applicable Tax Law or the change from prior practice would not increase the Tax liabilities of the Buyer or its Affiliates for which the Stockholders are not obligated to indemnify the Buyer Indemnified Parties pursuant to Section 9.1(f), the Business and the Transferred Entities. Each (B) provide a draft of such Tax Return to the Buyer at least fifteen (15) days before the due date for filing such Seller Prepared Return (or, if required to be prepared filed within thirty (30) days after the Closing or within thirty (30) days after the end of the taxable period to which such Tax Return relates, as soon as reasonably practicable following the Closing) and filed (C) provide the Buyer with the right to review and comment on each such Seller Prepared Return before filing, and shall make such revisions to such Tax Returns as are reasonably requested by the Buyer. For purposes of the foregoing, a change in Tax Return reporting position requested by the Buyer shall be considered reasonably requested if (x) there is not substantial authority for the Stockholders’ Representative’s proposed position within the meaning of Section 6662 of the Code, (y) a reserve for Tax liability would be required to be established pursuant to GAAP in the financial statements relating to the Buyer or its Affiliates as a result of potential Tax liability that is not shown as due on such Tax Return, and (z) such reporting position is inconsistent with prior practices of the Company and its Subsidiaries and will be binding on the Buyer and its Affiliates in the preparation of Tax Returns in any taxable period ending after the Closing Date. The Buyer shall (1) cause each agreed Seller Prepared Return to be filed, (2) cause to be paid the Tax shown as due on each such Seller Prepared Return and (3) be entitled to indemnification in respect of such Tax to the extent provided by ARTICLE IX at the time provided in Section 6.5(a)(iii). (ii) The Buyer shall prepare (or cause to be prepared) and file (or cause to be filed) each Tax Return of the Company and its Subsidiaries for any Straddle Period (each a “Straddle Period Tax Return”). Each such Straddle Period Tax Return (A) shall be prepared in a manner consistent with historical practice, except to the extent prior practice of the Company and its Subsidiaries unless otherwise required by Lawapplicable Tax Law or the change from prior practice would not increase the amount of Tax payable by the Company or its Subsidiaries for which the Stockholders are obligated to indemnify the Buyer Indemnified Parties pursuant to Section 9.1(f), and (B) shall be provided to Seller Parent (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller Parent) the Stockholders’ Representative for review and comment at least thirty fifteen (30) business days prior to the due date for filing to allow Seller Parent to review, comment, and object to the Straddle Period Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty (2015) days prior to before the due date for filing such Straddle Period Tax Return (or, if required to be filed within thirty (30) days after the Closing or within thirty (30) days after the end of the taxable period to which such Tax Return relates, as soon as reasonably practicable following the Closing), and the Stockholders’ Representative shall have the right to review and comment on each such Straddle Period Tax Return before filing. The Buyer shall make such revisions to the Straddle Period Tax Returns as are reasonably requested by the Stockholders’ Representative. (iii) Pursuant to, and to the extent of, the indemnity obligation in Section 9.1(f) in connection with any Tax Return described in clause (i) or (ii) above, promptly upon request by the Buyer, and not less than two (2) Business Days before the required payment date of the Taxes shown (or estimated to be required to be shown) on such Tax Return, the Stockholders’ Representative shall pay in immediately available funds to an account designated by the Buyer the indemnified amount of any Taxes paid or required to be paid by the Company or its Subsidiaries. The Buyer shall promptly pay to the Stockholders’ Representative any excess of (x) the amount of any Taxes paid on or prior to the Closing Date with respect to any such Tax Return (whether as payments of estimated Tax, credits of prior years’ Tax Refunds or amounts included as a liability in computing the Closing Adjustment) over (y) the indemnified amount of any Taxes paid or required to be paid with respect to such Tax Return; provided that if such excess is reflected as a Tax overpayment on the relevant Tax Return, and the Buyer requests such Tax overpayment to be refunded in the relevant Tax Return, the Buyer’s payment of such amount to the Stockholders’ Representative shall not be required until actual receipt by the Buyer or its Affiliates of such overpayment by refund or credit against a Tax otherwise due and payable that is not subject to indemnification by the Stockholders pursuant to Section 9.1(f). Any difference of the estimate from the subsequently reported Tax liability shall be reconciled in the Closing Adjustment or thereafter by direct payment between the Buyer and Stockholders’ Representative. (iv) If either the Buyer or the Stockholders’ Representative disagrees with the manner of preparation of a Tax Return prepared pursuant to this Section 6.5(a), within fifteen (15) days after receipt of such Tax Return, the party entitled to review such Tax Return shall provide to the other party a notice of such dispute (a “Tax Statement Dispute”), along with a statement setting forth the reason(s) for the disagreement with such Tax Return. Purchaser and Seller Parent shall negotiate in good faith in an attempt to resolve If the objection to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute disagreement within five fifteen (515) days after delivery of Purchaser’s receipt the notice of Seller Parent’s written notificationa Tax Statement Dispute, the disputed matter shall be submitted to an arbitrator (the “Tax Arbitrator”). Within thirty (30) days after delivery of the notice of a Tax Statement Dispute, the parties shall refer jointly select the disputed Straddle Period Tax Return Arbitrator from a nationally recognized independent public accounting firm that is not the independent auditor of any of the Buyer or the Company or their respective Affiliates and has not provided services to the Accounting Firm for final determinationBuyer or the Company since December 31, 2012 (or such other arbiter as the parties shall mutually select). If the parties are unable to select the Tax Arbitrator within such time period, the American Arbitration Association shall make such selection. The Accounting Firm decision of the Tax Arbitrator with respect to such dispute shall make a final determination, which will be binding on both parties, at least five (5) days prior to upon the due date for filing such Straddle Period Tax Return. Purchaser shall pay, or cause to be paid, all Taxes shown as due on each such Tax Returns, provided, however, that in the case of a Straddle Period Tax Return, Sellers shall be responsible for, and Seller Parent shall indemnify Purchaser no later than the due date of such Straddle Period Tax Return for, Retained Taxes shown as due on such Straddle Period Tax Return, except to the extent such Taxes were included in the calculation of Final Closing Date Net Working CapitalParties.

Post-Closing Tax Returns. Purchaser will (i) The Stockholder shall properly and accurately prepare and timely file, (or cause to be prepared prepared) and the Company and the Buyer shall cooperate with the Stockholder in the preparation and timely filedfiling of, all other income Tax Returns that are required to be filed in respect by or on behalf of the Transferred AssetsCompany after the Closing Date for taxable periods ending on or prior to the Closing Date (each a “Seller Prepared Return”), which for avoidance of doubt shall include state and federal income Tax Returns required to be filed consistent with the Business and final resolution of the Transferred EntitiesIRS Adjustments. The cost of preparation of Seller Prepared Returns shall be paid by the Company at the direction of the Stockholder, but not in excess of the amount accrued as a liability for such costs on the computation of Estimated Closing Working Capital, with any excess cost to be paid by the Stockholder. Each such Tax Seller Prepared Return to be prepared and filed for a Straddle Period (“Straddle Period Tax Return”) shall be prepared in a manner consistent with historical practicethe prior practice of the Company and Applicable Law, except provided that the Parties acknowledge and agree that the items set forth on Schedule 6.5(a)(i) are consistent with past practices and Applicable Law. No later than fifteen (15) days before the required filing date for each such Seller Prepared Return, the Stockholder shall cause to be delivered to the Buyer a draft of such Tax Return and the Buyer shall have the right to review and approve each such Tax Return before filing, which approval shall not be unreasonably withheld. (ii) Except as provided in Section 6.5(a)(i), the Buyer shall prepare (or cause to be prepared) and file (or cause to be filed) each Tax Return required to be filed by the Company after the Closing Date for a taxable period beginning before the Closing Date (each a “Buyer Prepared Return”). To the extent any Tax shown as due on any Buyer Prepared Return is payable by the Stockholder (taking into account indemnification obligations hereunder), (x) such Tax Return shall be prepared in a manner consistent with the prior practice of the Company unless otherwise required by Law, and applicable Tax Law or the change from prior practice would neither increase the amount of Tax payable by the Company for which the Stockholder is obligated to indemnify the Buyer pursuant to Section 9.1(f); (y) such Tax Return shall be provided to Seller Parent (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller Parent) for review and comment the Stockholder at least thirty fifteen (30) business days prior to the due date for filing to allow Seller Parent to review, comment, and object to the Straddle Period Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty (2015) days prior to before the due date for filing such Straddle Period return (or, if required to be filed within thirty (30) days after the Closing or within thirty (30) days after the end of the taxable period to which such Tax Return relates, as soon as reasonably practicable following the Closing); and (z) the Stockholder shall have the right to review and comment on such Tax Return. Purchaser The Buyer shall make such revisions to such Tax Returns as are reasonably requested by the Stockholder and Seller Parent consented to by the Buyer, which consent shall negotiate not be unreasonably withheld. For purposes of the foregoing, consent to a Tax Return reporting position shall be considered reasonably withheld by the Buyer unless (w) there is substantial authority for such position within the meaning of Section 6662 of the Code, (x) no reserve for Tax liability would be required to be established pursuant to GAAP in good faith in an attempt to resolve the objection financial statements relating to the reasonable satisfaction Buyer or the Company as a result of both parties andpotential Tax liability that is not shown as due on such Tax Return, if they are unable to resolve the dispute within five (5y) days of Purchaser’s receipt of Seller Parent’s written notification, the parties shall refer the disputed Straddle Period Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which such reporting position will not be binding on both parties, at least five the Buyer or the Company in the preparation of Tax Returns in any taxable period ending after the Closing Date and (5z) days prior adequate security (determined within the sole reasonable discretion of the Buyer) is available or provided to the due Buyer to secure the indemnification obligations of the Stockholder under Section 9.1 for Losses which could result from the failure to sustain such Tax Return reporting position. (iii) Not less than two (2) Business Days before the required payment date for filing of the Taxes shown on each Seller Prepared Return and Buyer Prepared Return, the Stockholder shall pay to the Company in immediately available funds to an account designated by the Buyer an amount equal to the excess of the amount of such Straddle Period Tax Return. Purchaser shall pay, or cause to be paid, all Taxes shown as due on each such Tax ReturnsReturn (or if the Tax Return is not completed before the required payment date of any Taxes to be shown thereon, provided, however, such estimated amount as is mutually determined by the Buyer and the Stockholder to be required to be paid) over the amount of such Taxes included as a liability in computing the Closing Adjustment (or the amount in respect of such Tax that is shown as a liability in the Estimated Closing Balance Sheet, in case of a Straddle Period Tax Return, Sellers shall be responsible for, and Seller Parent shall indemnify Purchaser no later than the due date of such Straddle Period Tax Return for, Retained Taxes shown as due on such Straddle Period Tax Return, except to the extent such Taxes were included in the calculation of Final Closing Date Net Working CapitalAdjustment has not been finally determined).

Post-Closing Tax Returns. Purchaser will Pubco at the direction of the Chart Representative shall prepare and timely file, (or cause to be prepared prepared) and timely file (or cause to be filed, all other ) each Tax Returns that are Return required to be filed in respect by the Company and its Subsidiaries after the Closing Date for a taxable period beginning before the Closing Date (each a “Parent Prepared Return”). The cost of preparation of Parent Prepared Returns shall be paid by the Company at the direction of the Transferred AssetsMembers’ Representative. To the extent any Tax shown as due on any Parent Prepared Return is payable by the Members (including by reason of the indemnification obligations of the Members hereunder), the Business and the Transferred Entities. Each (A) each such Tax Parent Prepared Return to be prepared and filed for a Straddle Period (“Straddle Period Tax Return”) shall be prepared in a manner consistent with historical practice, except to the extent prior practice of the Company and its Subsidiaries unless otherwise required by Lawapplicable Tax Law or the change from prior practice would not increase the amount of Tax payable by the Company or its Subsidiaries for which the Members are obligated to indemnify the Indemnified Parties pursuant to Section 9.1, and (B) each such Parent Prepared Return shall be provided to Seller Parent (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller Parent) the Members’ Representative for review and comment at least thirty fifteen (30) business days prior to the due date for filing to allow Seller Parent to review, comment, and object to the Straddle Period Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty (2015) days prior to before the due date for filing such Straddle Period Tax Return. Purchaser and Seller Parent shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both parties andPrepared Return (or, if they are unable required to resolve the dispute be filed within five thirty (530) days after the Closing or within thirty (30) days after the end of Purchaser’s receipt of Seller Parent’s written notification, the parties shall refer the disputed Straddle Period taxable period to which such Tax Return relates, as soon as reasonably practicable following the Closing) and (C) the Members’ Representative shall have the right to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days prior to the due date for filing such Straddle Period Tax Return. Purchaser shall pay, or cause to be paid, all Taxes shown as due review and comment on each such Tax Returns, provided, however, that in the case of a Straddle Period Tax Return, Sellers Parent Prepared Return before filing. Pubco shall be responsible for, and Seller Parent shall indemnify Purchaser no later than the due date of make such Straddle Period Tax Return for, Retained Taxes shown as due on such Straddle Period Tax Return, except revisions to the extent Parent Prepared Returns as are reasonably requested by the Members’ Representative. The Members shall include any income, gain, loss, deduction or other Tax items for the Company and its Subsidiaries on their Tax Returns in a manner consistent with the Schedules K-1 furnished to the Members with respect to the Company and its Subsidiaries and fully satisfy any Tax liabilities arising from such Taxes were included in the calculation of Final Closing Date Net Working Capitalinclusion.

Post-Closing Tax Returns. Purchaser will prepare and timely file(i) The Sellers shall prepare, or cause to be prepared and timely filedprepared, at the Sellers’ expense, all other Tax Returns of DERMAdoctor for all Pre-Closing Tax Periods that are required to be filed in respect of the Transferred Assets, the Business and the Transferred Entities. Each report Flow-Through Income (each such Tax Return to be prepared and filed for Return, a Straddle Period (“Straddle Period Flow-Through Tax Return”) shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by Law, and shall be provided to Seller Parent (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller Parent) for review and comment at least ). No later than thirty (30) business days prior to the due date for filing to allow Seller Parent to review, comment, and object to the Straddle Period Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty (20) days prior to the due date for filing thereof (taking into consideration applicable extensions), the Sellers shall provide NovaBay with drafts of all Flow-Through Tax Returns. NovaBay shall have the right to review and provide comments to any such Straddle Period Flow-Through Tax ReturnReturns during the twenty-five (25) day period following the receipt of such Flow-Through Tax Returns and the Sellers shall reflect any reasonable comments provided by NovaBay. Purchaser and Seller Parent To the extent such Flow-Through Tax Returns are required to be filed by DERMAdoctor, NovaBay shall negotiate in good faith in an attempt timely file or cause to resolve the objection be filed all such Flow-Through Tax Returns, provided that to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute within five (5) days of Purchaser’s receipt of Seller Parent’s written notificationextent any such Flow-Through Tax Returns reflect any Taxes due from DERMAdoctor, the parties Sellers shall refer the disputed Straddle Period pay to NovaBay any Taxes shown as due on such Flow-Through Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days prior to the due date for filing such Straddle Period Tax Return. Purchaser payment. (ii) NovaBay shall pay, prepare or cause to be paidprepared all federal, all state, provincial, municipal, local and foreign returns, information statements, elections, designations, reports and any other filings related to Taxes shown as due on each such with respect to DERMAdoctor, other than Flow-Through Tax Returns, providedfor all Tax periods ending on or prior to the Closing Date which are required to be filed after the Closing Date (“Post-Closing Tax Returns”) on a consistent basis with past practice, howeverincluding the taking of any deductions, that so long as such past practice and deductions are made in accordance with applicable Law. NovaBay shall provide the case Sellers with any income Tax returns to be filed for such periods prepared in respect of a Straddle Period DERMAdoctor by NovaBay (“Post-Closing Income Tax Return, Returns”) at least thirty (30) days prior to the relevant filing due date (taking into consideration applicable extensions). The Sellers shall be responsible for, have the right to review and Seller Parent shall indemnify Purchaser no later than provide comments to any such Post-Closing Income Tax Returns during the due date twenty-five (25) day period following the receipt of such Straddle Period Post-Closing Income Tax Return for, Retained Taxes shown as due on such Straddle Period Tax Return, except to Returns and NovaBay shall reflect any reasonable comments provided by the extent such Taxes were included in the calculation of Final Closing Date Net Working CapitalSellers.