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 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 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 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 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, (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 Return. Purchaser shall payReturns (provided that, or cause to be paidfor the avoidance of doubt, all Taxes shown as due on each such Tax Returns, provided, however, the same limitations 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 apply to the extent such Taxes were included in the calculation of Final Closing Date Net Working Capitalindemnity under Section 6.7 shall apply to a payment hereunder).

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 Parent shall properly and accurately 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 initially required to be filed in respect of by the Transferred Assets, Company or any Subsidiary after the Business and Closing Date for a taxable period beginning before the Transferred EntitiesClosing Date. Each If any Tax shown as due on such Tax Return to be prepared and filed for a Straddle Period is payable by the Stockholders (“Straddle Period taking into account indemnification obligations hereunder), then (i) such Tax Return”) Return shall be prepared in a manner consistent with historical practice, except to the extent Company’s prior practices unless otherwise required by Law, and applicable Tax Laws; (ii) 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 Representative 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 andreturn (or, if they are unable required to resolve the dispute be filed within five thirty (530) days of Purchaser’s receipt the Closing or within forty-five (45) days of Seller Parent’s written notification, the parties shall refer end of the disputed Straddle Period taxable period to which such Tax Return relates, as soon as possible following the Closing or the end of the taxable year, respectively); and (iii) the Stockholder Representative shall have the right to the Accounting Firm for final determinationreview and approve such Tax Return, which approval shall not be unreasonably withheld or delayed. The Accounting Firm Stockholders shall make a final determinationbe obligated to pay Parent, which will be binding on both parties, at least five (5) days prior to or before the due date for filing such Straddle Period Tax Return. Purchaser shall paythereof, or cause to be paid, the amount of all Taxes shown as due on each any such Tax Return that are allocable to taxable periods, or portions thereof, ending on or before the Closing Date (as provided in Section 6.6(b) and subject to the limitation provided in Section 9.5(d)), but only to the extent that such Taxes are not in dispute. The failure of the Stockholder Representative to propose any changes to any such Tax Return within fifteen (15) days of receipt thereof shall constitute approval of such Tax Return. Parent and the Stockholder Representative agree to consult and attempt to resolve in good faith any issue arising as a result of the review of such Tax Returns and mutually consent to the filing as promptly as possible of such Tax Returns. If they cannot reach complete agreement within fifteen (15) days, provided, however, that in then the case of a Straddle Period Tax Return, Sellers dispute shall be responsible forsubmitted to a nationally recognized Accounting Firm. Parent and the Stockholder Representative shall request that the Accounting Firm render its determination promptly, and such determination shall be final and binding. The fees and expenses of the Accounting Firm shall be allocated to be paid by Parent and/or the Seller Parent shall indemnify Purchaser no later than Parties based upon the due date percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such Straddle Period Tax Return forparty, Retained Taxes shown as due on such Straddle Period Tax Return, except determined by the Accounting Firm. The Stockholder Representative may elect to satisfy any payment pursuant hereto out of the Escrowed Funds (to the extent such Taxes were included available) and Parent and the Stockholder Representative shall cooperate in delivering joint written instructions to the calculation of Final Closing Date Net Working CapitalEscrow Agent to that effect.