Common use of Post-Closing Tax Returns Clause in Contracts

Post-Closing Tax Returns. (i) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Tax Authorities all Tax Returns required to be filed by the Companies with respect to any taxable period beginning before the Closing Date that become due after the Closing Date (each a “Purchaser Prepared Return”). Each such Tax Return shall be prepared in a manner consistent with the prior practice of the Companies unless otherwise required by applicable Tax Rules or specified in Schedule 7.6(a). (ii) Purchaser shall provide the Agent with a copy of each Purchaser Prepared Return for review and comment at least forty-five (45) days prior to the filing of such Tax Return (or, if required to be filed within forty-five (45) days after the Closing or the end of the taxable period to which such Purchaser Prepared Return relates, as soon as reasonably possible following the Closing or the end of such taxable period, as the case may be), accompanied by a statement (an “Indemnified Tax Statement”) setting forth and calculating in reasonable detail the Taxes that are shown as due on such Tax Return and claimed to be indemnifiable pursuant to Section 8.3(b)(vii). The Agent shall have the right to review and approve (which approval shall not be unreasonably withheld or delayed) each Purchaser Prepared Return. For this purpose, the Agent’s withholding of approval of a Purchaser Prepared Return based upon Purchaser’s failure to adopt in such Tax Return an alternative reporting position suggested by the Agent shall be deemed reasonable if the reporting position proposed by the Agent on such Tax Return is more likely than not to be sustained if challenged by a relevant Tax Authority. (iii) If the Agent disagrees with the manner of preparation of a Purchaser Prepared Return or the amount of indemnified Taxes calculated in any Indemnified Tax Statement, within fifteen (15) days of the receipt of a Purchaser Prepared Return or any Indemnified Tax Statement, the Agent shall provide to Purchaser a notice of such dispute (a “Tax Statement Dispute”). If the Agent does not provide a notice of Tax Statement Dispute within such 15-day period, the Agent shall be deemed to have accepted the Tax Return and, for purposes of Article VIII, the Indemnified Tax Statement relating thereto. If the Agent provides Purchaser with a notice of a Tax Statement Dispute, the Agent shall also provide Purchaser with a written explanation of the reasons for its disagreement and its proposed changes. Purchaser and the Agent shall attempt to resolve their disagreement with respect to any Purchaser Prepared Return and any Indemnified Tax Statement. If the Agent and Purchaser cannot reach complete agreement within fifteen (15) days after receipt of a Tax Statement Dispute, the dispute shall be submitted to an arbitrator (the “Tax Arbitrator”) pursuant to the procedures described with respect to the Independent Accountant in Section 2.2(b) for resolution within fifteen (15) days after such submission. The decision of the Tax Arbitrator with respect to such dispute shall be binding upon the parties. Purchaser shall, subject to any indemnification pursuant to Section 8.3(b)(vii), timely file any Purchaser Prepared Return as finally determined under this Section 7.6, and shall pay or cause to be paid the Tax shown as due on each such Tax Return. (iv) The amount of the Losses attributable to Taxes shown in any Indemnified Tax Statement as accepted or finally determined pursuant to the preceding paragraph, shall be treated as a Loss that is indemnifiable by the Sellers pursuant to Section 8.3(b)(vii).

Post-Closing Tax Returns. (i) Purchaser The Sellers’ Representative shall properly and accurately prepare and timely file (or cause to be prepared prepared), and the Company and the Buyer shall cooperate with the Sellers’ Representative in the preparation and timely filed) with the appropriate Tax Authorities filing of, all income Tax Returns required to be filed by or on behalf of the Companies Company after the Closing Date for taxable periods ending on or prior to before the Closing Date (each a “Seller Prepared Return”). The cost of preparation of Seller Prepared Returns shall be paid by the Company at the direction of the Sellers’ Representative, but not in excess of the amount accrued as a liability for such costs in the computation of Closing Working Capital, with respect any excess cost to any be paid by the Sellers. Each Seller Prepared Return shall be prepared in a manner consistent with the prior practice of the Company, unless otherwise required by applicable Tax Law, and shall properly include and reflect the income, activities, operations and transactions of the Company through the Closing Date. No later than fifteen (15) days prior to before the required filing date for each such Seller Prepared Return, the Sellers’ Representative shall deliver 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, conditioned, or delayed. (ii) Except for the Seller Prepared Returns, the Buyer shall properly and accurately 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 that become due and ending after the Closing Date (each a “Purchaser Buyer Prepared Return”). Each To the extent any Tax shown as due on such Tax Return is payable by any Seller (taking into account indemnification obligations hereunder), (i) such Tax Return shall be prepared in a manner consistent with the prior practice of the Companies Company unless otherwise required by applicable Tax Rules Law or specified the change from prior practice would neither increase the amount of Tax payable by the Company for which the Sellers are obligated to indemnify the Buyer pursuant to Section 9.1(a) or Tax payable of the Sellers in Schedule 7.6(a). respect of income of the Company; (ii) Purchaser shall provide the Agent with a copy of each Purchaser Prepared Return for review and comment at least forty-five (45) days prior to the filing of such Tax Return shall be provided to the Sellers’ Representative at least fifteen (15) days before the due date for filing such return (or, if required to be filed within forty-five thirty (4530) days after the Closing or within thirty (30) days after the end of the taxable period to which such Purchaser Prepared Tax Return relates, as soon as reasonably possible practicable following the Closing or Closing); and (iii) the end of such taxable period, as the case may be), accompanied by a statement (an “Indemnified Tax Statement”) setting forth and calculating in reasonable detail the Taxes that are shown as due on such Tax Return and claimed to be indemnifiable pursuant to Section 8.3(b)(vii). The Agent Sellers’ Representative shall have the right to review and approve (such Tax Return before filing, which approval shall not be unreasonably withheld withheld, conditioned or delayed) each Purchaser Prepared Return. For this purpose, the Agent’s withholding of approval of a Purchaser Prepared Return based upon Purchaser’s failure The Buyer shall make such revisions to adopt in such Tax Return an alternative reporting position suggested Returns as are reasonably requested by the Agent Sellers’ Representative and agreed to by Buyer (which agreement shall not unreasonably be deemed reasonable if the reporting position proposed by the Agent on such Tax Return is more likely than not to be sustained if challenged by a relevant Tax Authoritywithheld, conditioned or delayed). (iii) If To the Agent disagrees extent permitted by applicable law, the Sellers (or in the case of the Trust Seller, any other Person who is properly treated as the owner of the Company capital stock held by such Trust Seller for income tax purposes) shall include any income, gain, loss, deduction or other Tax items for such periods on their Tax Returns in a manner consistent with the manner of preparation of a Purchaser Prepared Return or the amount of indemnified Taxes calculated in any Indemnified Tax Statement, within fifteen (15) days of the receipt of a Purchaser Prepared Return or any Indemnified Tax Statement, the Agent shall provide to Purchaser a notice of such dispute (a “Tax Statement Dispute”). If the Agent does not provide a notice of Tax Statement Dispute within such 15-day period, the Agent shall be deemed to have accepted the Tax Return and, for purposes of Article VIII, the Indemnified Tax Statement relating thereto. If the Agent provides Purchaser with a notice of a Tax Statement Dispute, the Agent shall also provide Purchaser with a written explanation of the reasons for its disagreement and its proposed changes. Purchaser and the Agent shall attempt to resolve their disagreement with respect to any Purchaser Prepared Return and any Indemnified Tax Statement. If the Agent and Purchaser cannot reach complete agreement within fifteen (15) days after receipt of a Tax Statement Dispute, the dispute shall be submitted to an arbitrator (the “Tax Arbitrator”) pursuant Schedule K-1s furnished to the procedures described Sellers with respect to the Independent Accountant in Section 2.2(b) for resolution within fifteen (15) days after such submission. The decision of Company and fully satisfy the Tax Arbitrator with respect to Liability arising from such dispute shall be binding upon the parties. Purchaser shall, subject to any indemnification pursuant to Section 8.3(b)(vii), timely file any Purchaser Prepared Return as finally determined under this Section 7.6, and shall pay or cause to be paid the Tax shown as due on each such Tax Returninclusion. (iv) The amount of the Losses attributable to Taxes shown in any Indemnified Tax Statement as accepted or finally determined pursuant to the preceding paragraph, shall be treated as a Loss that is indemnifiable by the Sellers pursuant to Section 8.3(b)(vii).

Post-Closing Tax Returns. The Holdcos and the Sellers shall file, or cause to be filed, on a timely basis, all Tax Returns with respect to members of the Company Group that are required to be filed on or before the Closing Date (taking into account extensions). With respect to Tax Returns of members of the Company Group for Pre-Closing Tax Periods (each a “Reviewable Tax Return”) that are due after the Closing Date (taking into account extensions) (i) Purchaser the Seller Representative (at the sole cost of the Holdcos and the Sellers) shall prepare and timely file (file, or cause to be prepared and timely filed) with the appropriate Tax Authorities , all Tax Returns required to be filed by the Companies with respect to any taxable period beginning for Tax Periods that end on or before the Closing Date that become due after the Closing Date and (each a “ii) Purchaser Prepared Return”)(at its sole cost) shall prepare and file, or cause to be prepared and filed, all Tax Returns for Straddle Periods. Each such All Reviewable Tax Return Returns shall be prepared in a manner consistent with the prior practice past practices of the Companies unless applicable member of the Company Group (except as otherwise required by applicable Tax Rules Law). As between the Seller Representative and Purchaser, the Party having the right pursuant to this Section 11.1(b) to prepare a Reviewable Tax Return (the “Preparing Party”) shall deliver the Reviewable Tax Return to the other party (the “Reviewing Party”) for the Reviewing Party’s review and approval (not to be unreasonably withheld, conditioned or specified delayed) at least thirty (30) calendar days (or in Schedule 7.6(a). (iithe case of any such Tax Return that is not an income Tax Return, as soon as practical) Purchaser prior to the date any such Reviewable Tax Return is filed. The Reviewing Party shall provide written comments to each Reviewable Tax Return within fifteen (15) calendar days (or in the Agent with a copy case of any such Tax Return that is not an income Tax Return, as soon as practical) of having received (or in the case of any such Tax Return that is not an income Tax Return, as soon as practical after receiving) such Tax Return. The Preparing Party shall consider any such changes to each Purchaser Prepared Reviewable Tax Return for review as are timely requested by the Reviewing Party and comment shall provide an updated version of such Tax Return reflecting any resolutions in respect of the requested changes to the Reviewing Party at least forty-five ten (4510) calendar days prior (or in the case of any such Tax Return that is not an income Tax Return, as soon as practical) to the filing of such Tax Return (or, if required to be filed within forty-five (45) days after the Closing or the end of the taxable period to which such Purchaser Prepared Return relates, as soon as reasonably possible following the Closing or the end of such taxable period, as the case may be), accompanied by a statement (an “Indemnified Tax Statement”) setting forth and calculating in reasonable detail the Taxes that are shown as due on such Tax Return and claimed to be indemnifiable pursuant to Section 8.3(b)(vii). The Agent shall have the right to review and approve (which approval shall not be unreasonably withheld or delayed) each Purchaser Prepared Return. For this purpose, the Agent’s withholding of approval of a Purchaser Prepared Return based upon Purchaser’s failure to adopt in such Tax Return an alternative reporting position suggested by the Agent shall be deemed reasonable if the reporting position proposed by the Agent on such Tax Return is more likely than not to be sustained if challenged by a relevant Tax Authority. (iii) If the Agent disagrees with the manner of preparation of a Purchaser Prepared Return or the amount of indemnified Taxes calculated in any Indemnified Tax Statement, within fifteen (15) days of the receipt of a Purchaser Prepared Return or any Indemnified Tax Statement, the Agent shall provide to Purchaser a notice of such dispute (a “Tax Statement Dispute”). If the Agent Preparing Party does not provide a notice accept all of the Reviewing Party’s written comments with respect to such Reviewable Tax Statement Dispute within such 15-day periodReturn, the Agent Reviewing Party and the Preparing Party shall be deemed negotiate in good faith and use their reasonable best efforts to have accepted the Tax Return and, for purposes of Article VIII, the Indemnified Tax Statement relating theretoresolve such disagreement. If the Agent provides Purchaser with a notice Reviewing Party and the Preparing Party are unable to reach such agreement within five calendar days prior to the due date (inclusive of a extensions) for such Tax Statement DisputeReturn, the Agent shall also provide Purchaser with a written explanation of the reasons for its disagreement and its proposed changes. Purchaser and the Agent shall attempt to resolve their disagreement with respect to any Purchaser Prepared Return and any Indemnified Tax Statement. If the Agent and Purchaser cannot reach complete agreement within fifteen (15) days after receipt of a Tax Statement Dispute, the dispute disputed items shall be submitted to an arbitrator (the “Tax Arbitrator”) pursuant to the procedures described with respect to the Independent Accountant solely for resolution of the disputed items in accordance with this Agreement applying the principles set forth in Section 2.2(b2.3(e) for resolution within fifteen (15) days after to determine whether such submissionReviewable Tax Return has been prepared in accordance with this Agreement. Any determination by the Independent Accountant shall be final. The decision Seller Representative and Purchaser shall use their best efforts to cause the Independent Accountant to resolve any disputed items promptly pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Reviewable Tax Return, such Tax Return shall be filed as prepared (and to the extent agreed to by the parties) and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Tax Arbitrator with respect to such dispute Independent Accountant shall be binding upon borne equally by Purchaser and the partiesSellers. Purchaser shallThe Sellers, subject the Holdcos, the Company, NewSouth Orlando and each other member of the Company Group agree to take no position on any indemnification Tax Return, in any Tax proceeding or otherwise, to the effect that the Pre-Closing Reorganizations are other than F reorganizations pursuant to Code Section 8.3(b)(vii), timely file any Purchaser Prepared Return as finally determined under this Section 7.6, and shall pay or cause to be paid the Tax shown as due on each such Tax Return. (iv) The amount of the Losses attributable to Taxes shown in any Indemnified Tax Statement as accepted or finally determined pursuant to the preceding paragraph, shall be treated as a Loss that is indemnifiable by the Sellers pursuant to Section 8.3(b)(vii368(a)(1)(F).

Post-Closing Tax Returns. (i) Purchaser The Member shall properly and accurately prepare and timely file (or cause to be prepared prepared) and the Company and the Buyer shall cooperate with the Member in the preparation and timely filed) with the appropriate Tax Authorities filing of, all Tax Returns required to be filed by or on behalf of the Companies with respect to any taxable period beginning before Company after the Closing Date that become due after for taxable periods ending on or prior to the Closing Date (each a “Purchaser Seller Prepared Return”). The cost of preparation of Seller Prepared Returns shall be paid by the Company at the direction of the Member, but not in excess of the amount accrued as a liability for such costs in the computation of Closing Date Net Working Capital, with any excess cost to be paid by the Member. Each such Tax Seller Prepared Return shall be prepared in a manner consistent with the prior practice of the Companies Company, unless otherwise required by applicable Tax Rules or specified in Schedule 7.6(a). (ii) Purchaser shall provide the Agent with a copy of each Purchaser Law. Each Seller Prepared Return for review and comment shall be provided to the Buyer at least forty-five fifteen (4515) days prior to before the due date for filing of such Tax Return return (or, if required to be filed within forty-five thirty (4530) days after the Closing or within thirty (30) days after the end of the taxable period to which such Purchaser Prepared Tax Return relates, as soon as reasonably possible practicable following the Closing or the end of such taxable period, as the case may be), accompanied by a statement (an “Indemnified Tax Statement”) setting forth and calculating in reasonable detail the Taxes that are shown as due on such Tax Return and claimed to be indemnifiable pursuant to Section 8.3(b)(vii). The Agent Buyer shall have the right to review and approve (consent to such Tax Return. The Member shall make such revisions to such Tax Returns as are reasonably requested by the Buyer in order to secure its consent, which approval consent shall not be unreasonably withheld or delayed) each Purchaser Prepared Returnwithheld. For this purposepurposes of the foregoing, consent to a Tax Return reporting position shall be considered reasonably withheld by the Agent’s withholding Buyer unless (v) the appropriate officer of approval the Company can sign such the Tax Return if it includes such reporting position; (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 the financial statements relating to the Member or the Buyer or the Company as a Purchaser Prepared Return based upon Purchaser’s result of potential Tax liability that is not shown as due on such Tax Return, (y) such reporting position will not be binding on the Buyer or the Company or any Buyer Affiliate in the preparation of Tax Returns in any taxable period ending after the Closing Date and (z) adequate security (determined within the reasonable discretion of the Buyer) is available or provided to the Buyer to secure the indemnification obligations of the Member under Section 9.1 for Losses which could result from the failure to adopt in sustain such Tax Return an alternative reporting position suggested position. (ii) 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 Agent Company after the Closing Date for a taxable period beginning before the Closing Date (each a “Buyer Prepared Return”); provided that Seller Prepared Returns shall be deemed reasonable if the reporting position proposed prepared by the Agent Member in accordance with Section 6.5(a)(i) and filed by the Buyer pursuant to this Section 6.5(a)(ii). Each Buyer Prepared Return shall be prepared in a manner consistent with the prior practice of the Company, unless otherwise required by applicable Tax Law. Each Buyer Prepared Return shall be provided to the Member at least fifteen (15) days before the due date for filing such 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 Member shall have the right to review and comment on such Tax Return. The Buyer shall make such revisions to such Tax Returns as are reasonably requested by the Member and consented to by the Buyer, which consent shall 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 more likely than not 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 sustained if challenged by established pursuant to GAAP in the financial statements relating to the Buyer or the Company as a relevant result of potential Tax Authorityliability that is not shown as due on such Tax Return, (y) such reporting position will not be binding on the Buyer or the Company in the preparation of Tax Returns in any taxable period ending after the Closing Date and (z) adequate security (determined within the sole reasonable discretion of the Buyer) is available or provided to the Buyer to secure the indemnification obligations of the Member under Section 9.1 for Losses which could result from the failure to sustain such Tax Return reporting position. (iii) If Not less than two (2) Business Days before the Agent disagrees with required payment date of the manner of preparation of a Purchaser Taxes shown on each Seller Prepared Return or and Buyer Prepared Return, the Member 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 indemnified such Taxes calculated in any Indemnified Tax Statement, within fifteen (15) days of the receipt of a Purchaser Prepared Return or any Indemnified Tax Statement, the Agent shall provide to Purchaser a notice of such dispute (a “Tax Statement Dispute”). If the Agent does not provide a notice of Tax Statement Dispute within such 15-day period, the Agent shall be deemed to have accepted the Tax Return and, for purposes of Article VIII, the Indemnified Tax Statement relating thereto. If the Agent provides Purchaser with a notice of a Tax Statement Dispute, the Agent shall also provide Purchaser with a written explanation of the reasons for its disagreement and its proposed changes. Purchaser and the Agent shall attempt to resolve their disagreement with respect to any Purchaser Prepared Return and any Indemnified Tax Statement. If the Agent and Purchaser cannot reach complete agreement within fifteen (15) days after receipt of a Tax Statement Dispute, the dispute shall be submitted to an arbitrator (the “Tax Arbitrator”) pursuant to the procedures described with respect to the Independent Accountant in Section 2.2(b) for resolution within fifteen (15) days after such submission. The decision of the Tax Arbitrator with respect to such dispute shall be binding upon the parties. Purchaser shall, subject to any indemnification pursuant to Section 8.3(b)(vii), timely file any Purchaser Prepared Return as finally determined under this Section 7.6, and shall pay or cause to be paid the Tax shown as due by the Company on each such Tax Return. Return (ivor if the Tax Return is not completed before the required payment date of any Taxes to be shown thereon, such estimated amount as is mutually determined by the Buyer and the Member to be required to be paid) The over the amount of the Losses attributable to such Taxes shown in any Indemnified Tax Statement as accepted or finally determined pursuant to the preceding paragraph, shall be treated included as a Loss liability in computing the Closing Adjustment (or the amount in respect of such Tax that is indemnifiable by shown as a liability in the Sellers pursuant to Section 8.3(b)(viiEstimated Closing Balance Sheet, in case the Closing Adjustment has not been finally determined).

Post-Closing Tax Returns. Parent shall properly and accurately prepare (ior cause to be prepared) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate each Tax Authorities all Tax Returns Return initially required to be filed by the Companies with respect to Company or any Subsidiary after the Closing Date for a taxable period beginning before the Closing Date that become Date. If any Tax shown as due after on such Tax Return is payable by the Closing Date Stockholders (each a “Purchaser Prepared Return”taking into account indemnification obligations hereunder). Each , then (i) such Tax Return shall be prepared in a manner consistent with the Company’s prior practice of the Companies practices unless otherwise required by applicable Tax Rules or specified in Schedule 7.6(a). Laws; (ii) Purchaser such Tax Return shall provide be provided to the Agent with a copy of each Purchaser Prepared Return for review and comment Stockholder Representative at least forty-five thirty (4530) days prior to the due date for filing of such Tax Return return (or, if required to be filed within thirty (30) days of the Closing or within forty-five (45) days after the Closing or of the end of the taxable period to which such Purchaser Prepared Tax Return relates, as soon as reasonably possible following the Closing or the end of such the taxable periodyear, as respectively); and (iii) the case may be), accompanied by a statement (an “Indemnified Tax Statement”) setting forth and calculating in reasonable detail the Taxes that are shown as due on such Tax Return and claimed to be indemnifiable pursuant to Section 8.3(b)(vii). The Agent Stockholder Representative shall have the right to review and approve (such Tax Return, which approval shall not be unreasonably withheld or delayed) each Purchaser Prepared Return. For this purposeThe Stockholders shall be obligated to pay Parent, on or before the due date thereof, the Agent’s withholding amount of approval of a Purchaser Prepared Return based upon Purchaser’s failure to adopt in all Taxes shown as due on any such Tax Return an alternative reporting position suggested by that are allocable to taxable periods, or portions thereof, ending on or before the Agent shall be deemed reasonable if Closing Date (as provided in Section 6.6(b) and subject to the reporting position proposed by limitation provided in Section 9.5(d)), but only to the Agent on extent that such Taxes are not in dispute. The failure of the Stockholder Representative to propose any changes to any such Tax Return is more likely than not to be sustained if challenged by a relevant Tax Authority. (iii) If the Agent disagrees with the manner of preparation of a Purchaser Prepared Return or the amount of indemnified Taxes calculated in any Indemnified Tax Statement, within fifteen (15) days of the receipt of a Purchaser Prepared Return or any Indemnified Tax Statement, the Agent thereof shall provide to Purchaser a notice constitute approval of such dispute (a “Tax Statement Dispute”)Return. If the Agent does not provide a notice of Tax Statement Dispute within such 15-day period, the Agent shall be deemed to have accepted the Tax Return and, for purposes of Article VIII, the Indemnified Tax Statement relating thereto. If the Agent provides Purchaser with a notice of a Tax Statement Dispute, the Agent shall also provide Purchaser with a written explanation of the reasons for its disagreement and its proposed changes. Purchaser Parent and the Agent shall Stockholder Representative agree to consult and attempt to resolve their disagreement with respect in good faith any issue arising as a result of the review of such Tax Returns and mutually consent to any Purchaser Prepared Return and any Indemnified the filing as promptly as possible of such Tax StatementReturns. If the Agent and Purchaser they cannot reach complete agreement within fifteen (15) days after receipt of a Tax Statement Disputedays, then the dispute shall be submitted to an arbitrator (a nationally recognized Accounting Firm. Parent and the “Tax Arbitrator”) pursuant to Stockholder Representative shall request that the procedures described with respect to the Independent Accountant in Section 2.2(b) for resolution within fifteen (15) days after Accounting Firm render its determination promptly, and such submissiondetermination shall be final and binding. The decision fees and expenses of the Tax Arbitrator with respect to such dispute Accounting Firm shall be binding upon the parties. Purchaser shall, subject to any indemnification pursuant to Section 8.3(b)(vii), timely file any Purchaser Prepared Return as finally determined under this Section 7.6, and shall pay or cause allocated to be paid by Parent and/or the Tax shown as due on each such Tax Return. (iv) The amount Seller Parties based upon the percentage which the portion of the Losses attributable contested amount not awarded to Taxes shown in any Indemnified Tax Statement as accepted or finally determined pursuant each party bears to the preceding paragraphamount actually contested by such party, shall be treated as a Loss that is indemnifiable determined by the Sellers Accounting Firm. The Stockholder Representative may elect to satisfy any payment pursuant hereto out of the Escrowed Funds (to Section 8.3(b)(vii)the extent available) and Parent and the Stockholder Representative shall cooperate in delivering joint written instructions to the Escrow Agent to that effect.

Post-Closing Tax Returns. (ia) Purchaser Buyer shall prepare and timely file be responsible for filing (or cause causing to be prepared and timely filed) with the appropriate Tax Authorities all Tax Returns required to be filed by the Acquired Group Companies with respect to for a Straddle Period (other than any taxable period beginning before affiliated, consolidated, combined, or unitary Tax Return that includes an Acquired Company on the Closing Date that become due after one hand and Seller or any of its Affiliates on the Closing Date (each a “Purchaser Prepared Return”other hand). Each To the extent any such Tax Return includes Pre-Closing Taxes, 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 in a manner consistent with the prior past practice of the Companies that Acquired Group Company and without a change of any election or any accounting method, in each case unless otherwise required by applicable Law. At least fifteen (15) days prior to the due date for the filing (taking into account available extensions) of any Tax Rules Returns addressed by this section that include Pre-Closing Taxes, 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 reflecting a “more likely than not” level of comfort that Seller so submits to Buyer. (b) Seller and its Affiliates shall have sole and exclusive responsibility for the preparation and filing of all Seller Combined Returns (and any amendment thereof), subject to Section 6.1(c). Seller and its Affiliates shall determine in their sole discretion whether to file any such Seller Combined Return (and any amendment thereof) for a taxable period of an Acquired Group Company ending on or specified before the Closing Date if the filing of a Seller Combined Return for such period is elective under applicable Law. 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 the prior sentence. Buyer shall not amend or revoke any Seller Combined Returns for any taxable period ending on or before, or including, the Closing Date (or any election relating thereto) without the prior written consent of Seller. For the avoidance of doubt, notwithstanding any other provision of this Agreement, but except as required by applicable Law, Buyer shall not carry back any losses of the Acquired Group Companies to a Seller Combined Return for a Pre-Closing Tax Period. Notwithstanding any other provision of this Agreement, (i) in Schedule 7.6(ano event shall Seller or any of its Affiliates be required to provide any Person with any Seller Combined Return (or amendment thereof) or copy of any Seller Combined Return (or amendment thereof), and (ii) neither Buyer nor any of its Affiliates shall have any rights with respect to any audit of, or dispute with any Tax Authority regarding the Taxes or any Tax 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 amendments thereof) of), or otherwise covered by, any Seller Combined Return. Notwithstanding any other provision of this Agreement, (i) in no event shall Buyer or any of its Affiliates be required to provide any Person with any Tax Return or copy of any Tax Return of (A) Buyer or any of its Affiliates (other than the Acquired Group Companies) or (B) a consolidated, combined or unitary group that includes Buyer or any of its Affiliates (other than the Acquired Group Companies), and (ii) neither Seller nor any of its Affiliates shall have any rights with respect to any audit of, or dispute with any Tax Authority regarding the Taxes or any Tax Return of (nor shall Seller 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 of) (1) Buyer or any of its Affiliates (other than the Acquired Group Companies) or (2) any consolidated, combined or unitary group that includes Buyer or any of its Affiliates (other than the Acquired Group Companies). (iic) Purchaser shall provide the Agent with a copy of each Purchaser Prepared Return for review Unless Seller Parent and comment at least Seller jointly deliver to Buyer, no later than forty-five (45) days prior to the filing of such Tax Return (ordeadline for making an election under Treasury Regulation Section 1.1502-36(d)(6)(i)(A) referred to below, if required a certificate to be filed within forty-five (45) days after the Closing or the end Buyer stating none of the taxable period Target Securities is a loss share as defined in Treasury Regulation Section 1.1502-36(f)(7) and that the uniform loss rules of Treasury Regulation Section 1.1502-36 do not apply to which such Purchaser Prepared Return relates, as soon as reasonably possible following the Closing or purchase and sale of the end of such taxable period, as the case may beTarget Securities pursuant to this Agreement (together with relevant supporting calculations and detail), accompanied by a statement (an “Indemnified Tax Statement”) setting forth Seller Parent and calculating in reasonable detail the Taxes that are shown as due on such Tax Return Seller shall duly and claimed to be indemnifiable pursuant to timely elect under Treasury Regulation Section 8.3(b)(vii1.1502-36(d)(6)(i)(A). The Agent shall have the right to review and approve (which approval shall not be unreasonably withheld or delayed) each Purchaser Prepared Return. For this purpose, the Agent’s withholding of approval of a Purchaser Prepared Return based upon Purchaser’s failure to adopt in such Tax Return an alternative reporting position suggested by the Agent shall be deemed reasonable if the reporting position proposed by the Agent on such Tax Return is more likely than not to be sustained if challenged by a relevant Tax Authority. (iii) If the Agent disagrees with the manner of preparation of a Purchaser Prepared Return or the amount of indemnified Taxes calculated in any Indemnified Tax Statement, within fifteen (15) days of the receipt of a Purchaser Prepared Return or any Indemnified Tax Statement, the Agent shall provide to Purchaser a notice of such dispute (a “Tax Statement Dispute”). If the Agent does not provide a notice of Tax Statement Dispute within such 15-day period, the Agent shall be deemed to have accepted the Tax Return and, for purposes of Article VIII, the Indemnified Tax Statement relating thereto. If the Agent provides Purchaser with a notice of a Tax Statement Dispute, the Agent shall also provide Purchaser with a written explanation of the reasons for its disagreement and its proposed changes. Purchaser and the Agent shall attempt to resolve their disagreement with respect to any Purchaser Prepared Return and any Indemnified Tax Statement. If the Agent and Purchaser cannot reach complete agreement within fifteen (15) days after receipt of a Tax Statement Dispute, the dispute shall be submitted to an arbitrator (the “Tax Arbitrator”) pursuant to the procedures described with respect to the Independent Accountant in Section 2.2(b) for resolution within fifteen (15) days after such submission. The decision of the Tax Arbitrator with respect to such dispute shall be binding upon the parties. Purchaser shall, subject to any indemnification pursuant to Section 8.3(b)(vii), timely file any Purchaser Prepared Return as finally determined under this Section 7.6, and shall pay or cause provide a copy thereof to be paid the Tax shown as due on each such Tax Return. (iv) The amount Buyer, for members of the Losses attributable consolidated group for United States federal income tax purposes of which Seller Parent is the common parent corporation to Taxes shown reduce its stock basis in any Indemnified Tax Statement the Target Company in connection with such purchase and sale, in whatever manner and amount is necessary so that the attribute reduction amount (as accepted or finally determined pursuant to defined in Treasury Regulation Section 1.1502-36(d)(3)) for the preceding paragraph, shall be treated as a Loss that Target Company is indemnifiable by the Sellers pursuant to Section 8.3(b)(vii)zero.

Post-Closing Tax Returns. (i) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Tax Taxing Authorities all Tax Returns required to be filed by the Companies with respect to any taxable period beginning before the Closing Date that become due after the Closing Date (each a “Purchaser Prepared Return”). Each such Tax Return shall be prepared in a manner consistent with the prior practice of the Companies unless otherwise required by applicable Tax Rules or specified in Schedule 7.6(a). (ii) Purchaser shall provide the Agent with a copy of each Purchaser Prepared Return for review and comment at least forty-five fifty (4550) days prior to the filing of such Tax Return (or, if required to be filed within forty-five fifty (4550) days after the Closing or the end of the taxable period to which such Purchaser Prepared Return relates, as soon as reasonably possible following the Closing or the end of such taxable period, as the case may be), accompanied by a statement (an “Indemnified Tax Statement”) setting forth and calculating in reasonable detail the Taxes that are shown as due on such Tax Return and claimed to be indemnifiable pursuant to Section 8.3(b)(vii8.3(b)(iii). The Agent shall have the right to review and approve (which approval shall not be unreasonably withheld or delayed) each Purchaser Prepared Return. For this purpose, the Agent’s withholding of approval of a Purchaser Prepared Return based upon Purchaser’s failure to adopt in such Tax Return an alternative reporting position suggested by the Agent shall be deemed reasonable if the reporting position proposed by the Agent on such Tax Return is more likely than not to be sustained if challenged by a relevant Tax Taxing Authority. (iii) If the Agent disagrees with the manner of preparation of a Purchaser Prepared Return or the amount of indemnified Taxes calculated in any Indemnified Tax Statement, within fifteen twenty (1520) days of the receipt of a Purchaser Prepared Return or any Indemnified Tax Statement, the Agent shall provide to Purchaser a notice of such dispute (a “Tax Statement Dispute”). If the Agent does not provide a notice of Tax Statement Dispute within such 1520-day period, the Agent shall be deemed to have accepted the Tax Return and, for purposes of Article VIII, the Indemnified Tax Statement relating thereto. If the Agent provides Purchaser with a notice of a Tax Statement Dispute, the Agent shall also provide Purchaser with a written explanation of the reasons for its disagreement and its proposed changes. Purchaser and the Agent shall attempt to resolve their disagreement with respect to any Purchaser Prepared Return and any Indemnified Tax Statement. If the Agent and Purchaser cannot reach complete agreement within fifteen (15) days after receipt of a Tax Statement Dispute, the dispute shall be submitted to an arbitrator (the “Tax Arbitrator”) pursuant to the procedures described with respect to the Independent Accountant in Section 2.2(b) for resolution within fifteen (15) days after such submission. The decision of the Tax Arbitrator with respect to such dispute shall be binding upon the parties. Purchaser shall, subject to any indemnification pursuant to Section 8.3(b)(vii8.3(b)(iii), timely file any Purchaser Prepared Return as finally determined under this Section 7.6, and shall pay or cause to be paid the Tax shown as due on each such Tax Return. (iv) The amount of the Losses attributable to Taxes shown in any Indemnified Tax Statement as accepted or finally determined pursuant to the preceding paragraph, shall be treated as a Loss that is indemnifiable by the Sellers pursuant to Section 8.3(b)(vii8.3(b)(iii).