Common use of Pre-Closing Tax Returns Clause in Contracts

Pre-Closing Tax Returns. From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.

Pre-Closing Tax Returns. From and after the Closing, Peabody Seller shall prepare or cause to be prepared and filed all Tax returns required to be filed by Returns for the Peabody Transferred Subsidiaries or, other than Acquired Companies for any Tax returns related to Income Taxes, with respect period ending on or prior to the Peabody Contributed Assets for Closing Date, the due date of which is after the Closing Date (giving effect to any properly obtained extension) (each, a “Pre-Closing Tax Period (the “Peabody Prepared ReturnsReturn”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any . All Pre-Closing Tax Period (Returns shall be prepared in all material respects in accordance with the “Arch Prepared past practice of the Acquired Companies in filing their Tax Returns”). Except , except as otherwise required by applicable Law, Legal Requirements. Seller shall provide Purchaser with a copy of each of Peabody and Arch shall prepare such Pre-Closing Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, Return no later than ten thirty (30) days prior to the date such Pre-Closing Tax Return is due date (giving effect to any properly obtained extension) for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes Purchaser’s review. Within ten (10) Business Days of receipt by Purchaser of any JV Entity in any Postsuch Pre-Closing Taxable PeriodTax Return, Peabody or ArchPurchaser shall inform Seller of any objections Purchaser has to such Pre-Closing Tax Return. If Purchaser informs Seller of any such objection, then Seller and Purchaser shall negotiate in good faith to resolve such objections. If, despite such good faith efforts, Seller and Purchaser are unable to resolve such objections within five (5) Business Day of the delivery of such objections to Seller, then the matter shall be submitted to an independent accounting firm of national reputation as shall be agreed upon in writing by Seller and Purchaser for review and resolution, which shall be limited to such objections. Seller shall cause to be timely filed such Pre-Closing Tax Returns on the basis of the copy provided to Purchaser, as modified to reflect the case may beresolution of Purchaser’s objections thereto (if any). Purchaser shall cause to be prepared and filed all Tax Returns for the Acquired Companies for any Straddle Period (each, a “Straddle Tax Return”). All Straddle Tax Returns shall also deliver such be prepared in all material respects in accordance with the past practice of the Acquired Companies in filing their Tax returnReturns, together except as otherwise required by applicable Legal Requirements. Purchaser shall provide Seller with all supporting documentation to Arch or Peabody, as the case may be, a copy of each Straddle Tax Return no later than ten thirty (30) days prior to the date such Straddle Tax Return is due date (giving effect to any properly obtained extension) for filing Seller’s review. Within ten (10) Business Days of receipt by Seller of any such Straddle Tax returnReturn, Seller shall inform Purchaser of any objections Seller has to such Straddle Tax Return. If Seller informs Purchaser of any such objection, then Seller and Purchaser shall negotiate in good faith to resolve such objections. If, despite such good faith efforts, Seller and Purchaser are unable to resolve such objections within five (5) Business Day of the delivery of such objections to Purchaser, then the matter shall be submitted to an independent accounting firm of national reputation as shall be agreed upon in writing by Seller and Purchaser for review and reasonable comment by resolution, which shall be limited to such objections. Purchaser shall cause to be timely filed such Straddle Tax Returns on the JV Company and Arch or Peabodybasis of the copy provided to Seller, as modified to reflect the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which resolution of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and Seller’s objections thereto (if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(iany), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.

Pre-Closing Tax Returns. From and after the Closing, Peabody Purchaser shall prepare or cause to be prepared all Tax returns Returns of the Company required to be filed by after the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets Closing Date for any all Pre-Closing Tax Period Periods (the “Peabody Prepared Returns”other than Straddle Periods), and Arch . Such Tax Returns shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, on a basis consistent with respect past practice except to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as extent otherwise required by applicable Law, each . Reasonably in advance of Peabody and Arch shall prepare the due date for filing any such Tax returns Return (which, in accordance with past practice. Peabody and Arch the case of income Tax Returns shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, be no later than ten 30 days prior to the due date for filing such Tax returnReturn), and, if any Peabody Prepared Return Purchaser shall deliver or any Arch Prepared Return would reasonably cause to be expected to result in or otherwise affect material Taxes delivered a draft of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax returnReturns, together with all supporting documentation and workpapers, to Arch or Peabodythe Company Representative for its review and reasonable comment. The Company Representative shall provide any comments on any Tax Return in writing to Purchaser reasonably in advance of the due date for filing the Tax Return (which, as in the case may be, of income Tax Returns shall be no later than ten 15 days prior the due date for filing such Tax Return). If Purchaser agrees in writing with the Company Representative’s comments, Purchaser will cause such Tax Return (as revised to incorporate the Company Representative’s reasonable comments) to be timely filed and will provide a copy thereof to the Company Representative. If Purchaser does not agree in writing with the Company Representative’s comments, the parties will cooperate to resolve any disagreement prior to the due date for filing such the Tax return, for review and reasonable comment by Return. If the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate parties have not resolved any reasonable comments received no later than five days disagreement prior to the due date for filing date, then (a) Purchaser will cause such Tax return. Peabody Return (as drafted by Purchaser) to be timely filed and Arch will provide a copy thereof to the Company Representative, (b) the parties shall use commercially reasonable efforts to determine which resolve any disagreement through the procedures provided in Section 2.7(c) and (c) upon resolution of Peabodyany disagreement, Arch or the JV Company parties shall amend any Tax Return if necessary, and Purchaser shall file such amended Tax returnReturn. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable The Company Representative shall pay any Pre-Closing Taxes (including Taxes allocable to agree on which of Peabody, Arch or the JV Company is responsible for filing such a Pre-Closing Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return Period pursuant to Section 9.1) shown on a Tax Return described in this Section 6.21(a)(i9.3 within five (5) and if such Tax return shows Taxes as due and owingBusiness Days of demand by Purchaser therefor, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return except to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and extent that such Taxes were specifically included in Peabody Net Working Capital the determination of the Merger Consideration or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes were already directly paid to the applicable relevant Governmental Authority.

Pre-Closing Tax Returns. From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with (a) With respect to any Tax Return of the Peabody Contributed Assets Company for any Pre-Closing Tax Period that is required to be filed after the Closing Date (the a “Peabody Prepared ReturnsPre-Closing Tax Return”), the Sellers shall appoint and Arch engage, at the Sellers’ expense, a professional tax preparation firm (“Tax Preparer”) of its choosing to prepare and file any such Tax Return. Without limiting the generality of Section 7.4, the Purchaser shall, and shall cause its Affiliates (including, after the Closing, the Company) to, engage and cooperate with each such Tax Preparer in preparing and filing any Pre-Closing Tax Return. The Parties shall instruct the Tax Preparer to provide each of the Sellers and the Purchaser with a copy of any such Pre-Closing Tax Return at least forty-five (45) days prior to the due date thereof (taking into account any applicable extensions) for review and comment. The Sellers and Tax Preparer shall prepare, or cause to be prepared, and the Company shall timely file, or cause to be timely filed, such Pre-Closing Tax Return in a manner consistent with the past practices, elections, and methods of the Company, except as required by applicable Law. Tax Preparer shall revise such Tax Return to reflect any reasonable comments received from the Sellers not later than ten (10) days before the due date thereof (taking into account any extensions). The Purchaser shall not amend or revoke (or permit any of its Affiliates (including, after the Closing, the Company) to amend or revoke) any Tax Return of the Company for any taxable period ending on or before, or including, the Closing Date (or any notification or election relating thereto) without the prior written consent of the Sellers. (b) The Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax returns required to be filed by Returns of the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets Company for any Pre-Closing Tax Straddle Period (each a “Straddle Period Return”) in a manner that is consistent with the “Arch Prepared Returns”). Except past practices, elections, and methods of the Company, except as otherwise required by applicable Law, each of Peabody and Arch . The Purchaser shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns Sellers for their review, comment and Arch Prepared Returnsapproval (which approval shall not be unreasonably withheld, together with all supporting documentation, no conditioned or delayed) a copy of each such Tax Return at least forty-five (45) days prior to the due date (taking into account any extensions). The Purchaser shall reflect on any such Tax Return any reasonable comments provided by the Sellers not later than ten (10) days prior to before the due date for filing such Tax returnReturns (taking into account applicable extensions). To the extent not already addressed by Section 7.1 or the first sentence of this Section 7.2(b), and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material for purposes of the allocation of Taxes of any JV Entity in any Post-Closing Taxable during a Straddle Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor any Taxes with respect to such Tax return based on or measured by income or receipts of the Company for the portion of the Straddle Period ending on the Closing Date will be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Company for a Straddle Period that relates to the JV Company no later than portion of the due date for filing such Tax return and Straddle Period ending on the JV Company shall remit such Taxes Closing Date will be deemed to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay be the amount of such identified Taxes to Peabody or Arch no later than Tax for the due date for filing entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental AuthorityStraddle Period.

Pre-Closing Tax Returns. From and To the extent that any Tax Returns of the Company or its Subsidiaries that are due after the ClosingClosing Date would, Peabody if the amounts shown as due thereon were included in the determination of Closing Equity Proceeds, reasonably be expected to decrease the amount of the Closing Equity Proceeds prior to the finalization thereof, Parent shall prepare and file or cause to be prepared all and filed such Tax returns Returns on a basis consistent with the past customs, practices and accounting methods of prior similar Tax Returns of the Company and its Subsidiaries (including applicable methods and elections) for the immediately preceding taxable period, unless otherwise required by applicable Law or this Agreement. Prior to the Finalization Date, with respect to any such Tax Return that is a Tax Return for Income Taxes or other Tax Return showing a material liability for Taxes, Parent shall provide a draft of each such Tax Return to Seller prior to filing for Seller’s review and comment at least twenty (20) days (or in the case of any Tax Return for non-Income Taxes, as soon as reasonably practicable) prior to the date on which such Tax Return is required to be filed (taking into account applicable extensions) and shall consider in good faith any reasonable comments provided by Seller in writing at least ten (10) days before the Peabody Transferred Subsidiaries ordate on which such Tax Return is due to be filed (taking into account any extensions). Without the prior written consent of Seller (not to be unreasonably withheld, other than conditioned or delayed), the parties hereto agree that (a) the Transaction Tax returns related to Income TaxesDeductions shall, with respect to the Peabody Contributed Assets fullest extent permitted by applicable Law, be reflected on such applicable Tax Returns and (b) Parent shall, or shall cause the Company and its Subsidiaries to, (i) make the election pursuant to Revenue Procedure 2011-29, 2011-18 IRB 746, such that seventy percent (70%) of any success-based fees will be deductible for U.S. federal and applicable state or local income tax purposes and shall be included in the calculation of Transaction Tax Deductions, and (ii) not elect to waive any carryback of net operating losses under Section 172(b)(3) of the Code (or any analogous or similar state, local, or non-U.S. law) on any Tax Return to the extent such net operating losses arose in a Pre-Closing Tax Period (Period; provided, that Seller shall not withhold their written consent for Parent to file any Tax Returns inconsistently with the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, foregoing so long as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, Closing Equity Proceeds as finally determined pursuant to Section 3.5(c), then are calculated by assuming such reporting positions described in the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authorityforegoing are taken.

Pre-Closing Tax Returns. From (i) For Tax Returns of the Company Entities that do not relate to Combined Taxes for taxable periods ending on or before the Closing Date (“Pre-Closing Tax Periods”) and that are due after the ClosingClosing Date, Peabody (A) the Seller shall prepare or cause the Company Entities to be prepared prepare all such Tax returns required to be filed by Returns in a manner consistent with the Peabody Transferred Subsidiaries orpast practice of the Company Entities, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except i) except as otherwise required by applicable Law, each and (ii) except that, to the extent permitted by applicable Law (x) net losses shown on any such foreign, state and local Tax Returns shall be carried back to a previous Pre-Closing Tax Period and not carried forward to subsequent taxable periods, and (y) the Company Entities shall request refunds of Peabody and Arch shall prepare all overpaid Tax amounts shown on such Tax returns in accordance with past practice. Peabody and Arch Returns rather than applying such overpayments to a subsequent taxable period, (B) the Seller shall each deliver submit such Tax Returns to the JV Company all Peabody Prepared Returns Buyer for its review, comment and Arch Prepared Returnsconsent (not to be unreasonably withheld, together with all supporting documentation, no later than conditioned or delayed) at least ten days Business Days prior to filing, (C) the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, Seller shall pay the amount of Contributor Taxes with respect to Tax due on any such Tax return Return to the JV Company Entities no later than three Business Days prior to the due date for filing time such Tax return and Return is due, provided that such amount shall be reduced by the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), amount of such Tax return shows Taxes as due and owing, and such Taxes were specifically (if any) that was included in Peabody Net Working Capital or Arch the calculation of the Closing Net Working Capital, as the case may be, as finally determined pursuant under Section 1.8, and (D) the Company Entities shall file or cause to Section 3.5(c), then the JV Company be filed and shall pay the amount of such identified or cause to be paid all Taxes to Peabody or Arch no later than the shown as due date for filing on such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes Returns to the applicable Governmental Authority. (ii) For Tax Returns of the Company Entities that do not relate to Combined Taxes for taxable periods that include but do not end on the Closing Date (“Straddle Periods”), (A) the Buyer shall prepare and file or cause the Company Entities to prepare and file all such Tax Returns, (B) all such Tax Returns shall be prepared in a manner consistent with the past practice of the Company Entities (i) except as otherwise required by applicable Law, and (ii) except that to the extent permitted by applicable Law

Pre-Closing Tax Returns. From and after the Closing, Peabody The Principals shall prepare or cause to be prepared (1) all Tax returns Returns for Company and the Subsidiaries for all Taxable periods ending on or prior to the Closing Date which are required to be filed by after the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Closing Date (“Pre-Closing Tax Period Returns”) and (2) any amended Tax Returns for such periods that the Principals desire to be filed in order to claim certain research and development credits currently being contemplated by Company (“Peabody Prepared R&D Tax Returns”), and Arch shall prepare . No later than (i) the Closing Date or cause (ii) 30 days prior to be prepared all Tax returns required to be filed by (A) the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets original due date for filing any such Pre-Closing Tax Period Return or (B) the “Arch Prepared Returns”). Except as otherwise required by applicable Lawlast date for filing such R&D Tax Return, each whichever is the later to occur, the Principals shall deliver a copy of Peabody and Arch shall prepare such Pre-Closing Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared ReturnsReturn or R&D Tax Return, together with all supporting documentationdocumentation and workpapers, to Parent for its review. Parent may submit to the Principals, not later than 10 days from the receipt of such Pre-Closing Tax Return or R&D Tax Return, a list of any components of such Pre-Closing Tax Return or R&D Tax Return with which the Parent disagrees. In the event a notice of dispute is timely delivered to the Principals by Parent, Parent and the Principals shall thereafter for a period of five days negotiate in good faith to resolve any items of dispute. Any items of dispute which are not so resolved shall be submitted for resolution to an Arbitrating Accountant in accordance with the procedures set forth in Section 2.14; provided, that the Arbitrating Accountant shall render its written decision no later than ten two days prior to the due date for filing such Pre-Closing Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any PostR&D Tax Return. Parent will cause such Pre-Closing Taxable Period, Peabody Tax Return or Arch, R&D Tax Return (as the case may be, shall also deliver such Tax return, together with all supporting documentation finally resolved pursuant to Arch or Peabody, as the case may be, no later than ten days prior any dispute procedures) to be timely filed and will provide a copy to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no Principals. Not later than five days prior to the due date for filing payment of Taxes with respect to any such Pre-Closing Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of PeabodyReturn, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, Indemnifying Securityholders shall pay (without duplication) to Parent the amount of Contributor any Parent Indemnified Taxes with respect to such Pre-Closing Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental AuthorityReturn.

Pre-Closing Tax Returns. From Except as otherwise provided in this Section 5.02(d), at the direction and after control of the Sellers’ Representative, the Company will cause Xxxx & Xxxxxxx to timely prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all taxable periods ending on or prior to the Closing Date (“Pre-Closing Tax Returns”). Sellers will be responsible for the payment of fees to Xxxx & Juraska to prepare the Pre-Closing Tax Returns. All such Pre-Closing Tax Returns shall be prepared in accordance with applicable Law and consistent with past practices. The Sellers’ Representative shall provide each Pre-Closing Tax Return to Buyer not later than thirty (30) days before the due date for such Pre-Closing Tax Return for Buyer’s approval, which approval shall be granted unless Buyer reasonably determines that filing such Tax Returns as prepared by Sellers’ Representative would subject Buyer or the Company to penalties. For the avoidance of doubt, such Pre-Closing Tax Returns will include all deductions related to all items of compensation for services to the Company and withholding Tax attributable thereto to the extent accrued on or prior to the Closing. In the event that Buyer reasonably determines that a Pre-Closing Tax Return not previously filed is required to be filed or that a previously filed Pre-Closing Tax Return is required by applicable Law to be amended, Peabody and that failure to file such Pre-Closing Tax Return or such amendment would subject Buyer or the Company to penalties, Buyer shall prepare or cause to be prepared all Tax returns required and file or cause to be filed such Pre-Closing Tax Return or amendment. Such Pre-Closing Tax Return or amendment shall be prepared by Buyer in accordance with applicable Law and in consultation with the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, Sellers’ Representative with respect to the Peabody Contributed Assets for any items contained in such Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch Return or amendment. Buyer shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any provide such Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver Return or amendment to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days Sellers’ Representative prior to filing for the due date for filing such Sellers’ Representative’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Buyer will cause each Pre-Closing Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably amendment approved by Buyer to be expected to result in or otherwise affect material Taxes signed by an appropriate officer of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental AuthorityCompany.

Pre-Closing Tax Returns. From The Company, at the expense of the Shareholders (which may be paid on their behalf by the Holder Representative from funds in the Holder Representative Expense Account), shall retain McGladrey LLP or such other accounting firm as is reasonably acceptable to both the Holder Representative and after the Closing, Peabody shall Buyer to timely prepare or cause to be prepared and file all Tax returns Returns that are required to be filed by or on behalf of the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to Company or any Subsidiary for the Peabody Contributed Assets for any Pre-Closing Tax Period and, at the Company’s expense, Tax Returns for any Straddle Period. The Company shall (the “Peabody Prepared Returns”), and Arch shall i) prepare (or cause to be prepared all prepared) such Tax returns required to be filed by the Arch Transferred Subsidiaries orReturns consistent with this Agreement and past practice, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise unless required by applicable Law, each law and (ii) provide copies of Peabody and Arch shall prepare such proposed Tax returns in accordance with past practice. Peabody and Arch shall each deliver Returns to the JV Company all Peabody Prepared Holder Representative for its review and comment at least forty (40) days prior the due date (including extensions) of any such Returns. In the event the Holder Representative reasonably objects to any item or items in such proposed Tax Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten at least fifteen (15) days prior to the due date for filing (including extensions of such Tax returnReturns), and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, Company shall also deliver revise such Tax return, together Returns to reflect the comments of the Holder Representative to the extent the Company and Buyer agree with all supporting documentation such comments. In the event that the Holder Representative and Buyer are unable to Arch or Peabody, as the case may be, no later than resolve such comments at least ten (10) days prior to the due date for filing (including extensions) of such Tax returnReturn, for review and reasonable comment such dispute shall be resolved by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days Disputes Auditor prior to the due date for filing (including extensions) of such Tax returnReturn. Peabody The Shareholders shall timely remit (or cause to be timely remitted) to the Company all Taxes due with respect to any such Pre-Closing Tax Periods and Arch shall use commercially reasonable efforts to determine which the Shareholders’ portion of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return any Straddle Periods to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit extent such Taxes were not taken into account in determining the Closing Date Working Capital, and Buyer shall timely remit (or cause to be timely remitted) all such amounts to the applicable Governmental Government Authority. If either Peabody or Arch files For the avoidance of doubt, the Holder Representative in its sole discretion may elect to pay to Buyer on the Shareholders’ behalf any Tax return amounts owed to Buyer by the Shareholders pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included the previous sentence from funds in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental AuthorityHolder Representative Expense Account.

Pre-Closing Tax Returns. From and after the ClosingThe Contributor Parties will prepare, Peabody shall prepare or cause to be prepared all prepared, each Tax returns required to be filed by Return of the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets Company for any a Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns that is required to be filed by after the Arch Transferred Subsidiaries orClosing Date (including, other than for the avoidance of doubt, the final U.S. federal (and any applicable U.S. state or local) income Tax returns related to Income TaxesReturn of the Company) (each, with respect to the Arch Contributed Assets for any a “Pre-Closing Tax Period (the “Arch Prepared ReturnsReturn”). Except as All Pre-Closing Tax Returns will be prepared in a manner consistent with past practice except to the extent otherwise required by applicable Law, each ; provided that the Contributor Parties and Acquiror will cooperate in good faith to determine whether to cause an election under Section 168(k)(7) of Peabody the Code (and Arch shall prepare such Tax returns in accordance any similar election under applicable U.S. state or local Law) to be made with past practicerespect to one or more classes of property of the Company for the taxable year of the Company ending on the Closing Date. Peabody and Arch shall each deliver At least twenty (20) Business Days prior to the JV Company all Peabody Prepared Returns and Arch Prepared Returnsdue date (including extensions) for filing each such Pre-Closing Tax Return, the Contributor Parties will deliver a draft of such Pre-Closing Tax Return, together with all supporting documentationdocumentation and workpapers, to Acquiror for its review and comment. Acquiror will provide any reasonable comments to any such draft Pre-Closing Tax Return no later than ten days fifteen (15) Business Days after receipt of such draft from the Contributor Parties, and the Contributor Parties will revise such Pre-Closing Tax Return to reflect any reasonable comments timely received from Acquiror. Not later than five (5) Business Days prior to the due date for filing each such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any PostPre-Closing Taxable PeriodTax Return, Peabody or Archthe Contributor Parties will provide such revised Pre-Closing Tax Return to Acquiror (executed, as may be required, by any present or former authorized owners or officers of the case may be, shall also deliver Company). Acquiror will cause such Pre-Closing Tax return, together Return to be filed with all supporting documentation the appropriate Governmental Body and will provide a copy thereof to Arch or Peabody, as the case may be, no Contributor Parties. Not later than ten days five (5) Business Days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which payment of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to each such Pre-Closing Tax Return, the Contributor Parties, shall pay to (or at the direction of) Acquiror any Taxes shown as due on such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental AuthorityReturns.

Pre-Closing Tax Returns. From and after the ClosingSellers shall prepare, Peabody shall prepare or cause to be prepared prepared, all Tax returns Returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, Acquired Entities after the Closing Date with respect to a Pre-Closing Period that ends before the Peabody Contributed Assets for any Closing (each such Tax Return, a “Pre-Closing Tax Period (the “Peabody Prepared ReturnsReturn”), and Arch . The Pre-Closing Tax Returns are listed on Schedule 6.04(a)(i). The Pre-Closing Tax Returns shall prepare or cause to be prepared all in a manner consistent with past practice (unless otherwise required by Law) and such Tax returns Returns (other than Tax Returns relating to sales, use, payroll, or other Taxes that are required to be filed contemporaneously with, or promptly after, the close of a taxable period, which shall be provided promptly after filing) shall be submitted by the Arch Transferred Subsidiaries orSellers to Purchaser (together with schedules, other than Tax returns related to Income Taxesstatements and, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required extent requested by applicable LawPurchaser, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, ) no later than ten days twenty (20) Business Days prior to the due date for filing (without extensions) of such Pre-Closing Tax return, and, if Return. Purchaser shall provide any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected comments to result in or otherwise affect material Taxes such Pre-Closing Tax Returns and notify Sellers of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, disagreements no later than ten days (10) Business Days after delivery of such Pre-Closing Tax Return. Purchaser shall cause such Pre-Closing Tax Returns (including Purchaser’s reasonable comments thereto) to be timely filed and will provide a copy thereof to the Sellers; provided, however, that the U.S. federal income tax return for the Acquired Entities for their taxable year ending December 31, 2019 shall be either filed prior to the due date for filing such Tax return, Closing Date or submitted to Purchaser for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days twenty (20) Business Days prior to the due date for filing such Closing Date. In the event that Sellers and Purchaser disagree regarding any revision by Purchaser, Sellers shall engage a Resolution Accounting Firm to render an opinion regarding Purchaser’s revision and the relevant Pre-Closing Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company Return shall be responsible for filing filed in accordance with such opinion; provided, however, such opinion will not deviate from past practice respecting prior Pre-Closing Tax returnReturns unless otherwise required by Law. If Sellers shall bear the JV Company files reasonable cost of any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, engagement. Sellers shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes (1) to the applicable Governmental Authority. If either Peabody or Arch files any Entity, the Tax return pursuant shown as due with respect to this Section 6.21(a)(i)each Pre-Closing Tax Return, to the extent (a) such Tax return shows Taxes was not included as due and owing, and such Taxes were specifically included a Current Liability in Peabody the final calculation of Net Working Capital or Arch used in the determination of Net Working CapitalCapital Adjustment, as and (b) there was no corresponding Tax asset in the case may beCompany’s reserves actually utilizable in such Tax period (other than any amount included in Current Assets in the final calculation of Net Working Capital used in the determination of Net Working Capital Adjustment), as finally determined and (2) the costs for which Sellers are liable pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authorityimmediately preceding sentence.

Pre-Closing Tax Returns. From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with (a) With respect to the Peabody Contributed Assets any Tax Return of an Acquired Company for any Pre-Closing Tax Period that is required to be filed after the Closing Date (the a “Peabody Prepared ReturnsPre-Closing Tax Return”), the Sellers shall appoint and Arch engage, at the Sellers’ expense, a professional tax preparation firm (“Tax Preparer”) of its choosing to prepare and file any such Tax Return. Without limiting the generality of Section 7.4, the Purchaser shall, and shall cause its Affiliates (including, after the Closing, the Acquired Companies) to, engage and cooperate with each such Tax Preparer in preparing and filing any Pre-Closing Tax Return. The Parties shall instruct the Tax Preparer to provide each of the Sellers and the Purchaser with a copy of any such Pre-Closing Tax Return at least forty-five (45) days prior to the due date thereof (taking into account any applicable extensions) for review and comment. The Sellers and Tax Preparer shall prepare, or cause to be prepared, and the relevant Acquired Company shall timely file, or cause to be timely filed, such Pre-Closing Tax Return in a manner consistent with the past practices, elections, and methods of the relevant Acquired Company, except as required by applicable Law. Tax Preparer shall revise such Tax Return to reflect any reasonable comments received from the Sellers not later than ten (10) days before the due date thereof (taking into account any extensions). The Purchaser shall not amend or revoke (or permit any of its Affiliates (including, after the Closing, the Acquired Companies) to amend or revoke) any Tax Return of any Acquired Company for any taxable period ending on or before, or including, the Closing Date (or any notification or election relating thereto) without the prior written consent of the Sellers. (b) The Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax returns required to be filed by Returns of the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets Acquired Companies for any Pre-Closing Tax Straddle Period (each a “Straddle Period Return”) in a manner that is consistent with the “Arch Prepared Returns”). Except past practices, elections, and methods of the Acquired Companies, except as otherwise required by applicable Law, each of Peabody and Arch . The Purchaser shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns Sellers for their review, comment and Arch Prepared Returnsapproval (which approval shall not be unreasonably withheld, together with all supporting documentation, no conditioned or delayed) a copy of each such Tax Return at least forty-five (45) days prior to the due date (taking into account any extensions). The Purchaser shall reflect on any such Tax Return any reasonable comments provided by the Sellers not later than ten (10) days prior to before the due date for filing such Tax returnReturns (taking into account applicable extensions). To the extent not already addressed by Section 7.1 or the first sentence of this Section 7.2(b), and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material for purposes of the allocation of Taxes of any JV Entity in any Post-Closing Taxable during a Straddle Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor any Taxes with respect to such Tax return based on or measured by income or receipts of the Acquired Companies for the portion of the Straddle Period ending on the Closing Date will be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Acquired Companies for a Straddle Period that relates to the JV Company no later than portion of the due date for filing such Tax return and Straddle Period ending on the JV Company shall remit such Taxes Closing Date will be deemed to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay be the amount of such identified Taxes to Peabody or Arch no later than Tax for the due date for filing entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental AuthorityStraddle Period.

Pre-Closing Tax Returns. From and after (i) At the Closingsole cost of the Company, Peabody the Company shall prepare prepare, or cause to be prepared prepared, and timely file, or cause to be timely filed (taking into account applicable extensions of time to file), all Tax returns Returns of the Company and its Subsidiaries that are required to be filed by on or before the Peabody Transferred Subsidiaries or, other than Tax returns related Closing Date (taking into account applicable extensions of time to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”file). Except as otherwise required by applicable Law, The Representative shall provide a copy of each of Peabody such income and Arch shall prepare such material non-income Tax returns in accordance with past practice. Peabody and Arch shall each deliver Return to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten Buyer at least thirty (30) days prior to the due date for filing thereof (taking into account extensions of time to file), in the case of any income Tax Return, and as soon as reasonably practicable in the case of any material non-income Tax Return for Buyer’s review and comment. (ii) Buyer shall, at the expense of the Representative (on behalf of the Stockholders and Optionholders), with the payment for such expense to be paid solely out of the Escrow Fund, prepare, or cause to be prepared, and timely file, or cause to be timely filed (taking into account applicable extensions of time to file), all Tax Returns of the Company and its Subsidiaries for all Tax periods ending on or before the Closing Date that are required to be filed within twelve (12) months after the Closing Date (or such other time as Buyer is entitled to indemnification in respect of such Tax returnReturns under Article X (taking into account the limitations set forth therein)) consistent with the past practice of the Company and its Subsidiaries, and, if any Peabody Prepared except as required by applicable Law. Buyer shall provide a copy of each such income Tax Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten Representative at least thirty (30) days prior to the due date for filing thereof (taking into account extensions of time to file) in the case of an income Tax Return, and as soon as reasonably practicable in the case of a material non-income Tax Return, for the Representative’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Any reasonable comments provided by Representative in good faith to any such Tax returnReturn shall be reflected in such Tax Return prior to the filing thereof; provided that, for review with respect to the preparation of the Tax Returns under this Section 6.08(a)(ii), such Tax Returns shall, to the extent permitted by applicable Law, reflect all applicable Transaction Tax Deductions and reasonable comment by the JV parties agree that the Company and Arch its Subsidiaries shall (x) elect to carry back any net operating losses from the tax period ending on the Closing Date to prior taxable years to the fullest extent permitted by law (using any available short-form or Peabodyaccelerated procedures for carrybacks (including filing IRS Form 1139) and any corresponding form for applicable state, as local and foreign tax purposes) and (y) file amended Tax Returns with respect to carrybacks to the extent necessary to obtain any potential Tax refunds related thereto, in each case may beat the expense of the Representative (on behalf of the Stockholders and Optionholders); and provided, further, that if the Representative withholds approval of a Tax Return, or if any Representative comment with respect to a Tax Return would increase the Taxes of Buyer, the Company and its Subsidiaries or any of their Affiliates in any taxable period, (i) Buyer and the party filing Representative shall endeavor in good faith to agree on such matter in dispute and (ii) if Buyer and the Representative are unable to agree on any such matters in dispute, such Tax return Return shall incorporate any reasonable comments received no later than five days prior be filed as prepared by Buyer, to the extent consistent with applicable Law, by the due date for filing thereof (taking into account applicable extensions of time to file), subject to amendment after such Tax return. Peabody and Arch shall use commercially reasonable efforts matters in dispute are submitted for resolution to determine which of Peabodythe Firm, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company whose decision shall be responsible for filing such Tax returnfinal and binding upon the parties. If the JV Company files For purposes of this Agreement, including determination of any Tax return pursuant attributable to this Section 6.21(a)(ia Pre-Closing Tax Period, the parties agree to treat (and cause the Company and its Subsidiaries to treat) and any gain, income, deductions, losses, or other items realized by the Company or any of its Subsidiaries resulting from any transactions outside the ordinary course of business consummated at the direction of the Buyer on the Closing Date following the Closing as occurring on the day after the Closing Date and, if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay to utilize (and cause the amount Company and its Subsidiaries to utilize) the “next day” rule in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any similar provision of Contributor Taxes with respect to state, local, or foreign law) or otherwise apply a closing of the books methodology as of the Closing for purposes of reporting such items on Tax return to the JV Company no later than the due date Returns for filing such Post-Closing Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental AuthorityPeriods.

Pre-Closing Tax Returns. From and after the Closing, Peabody Parent shall prepare or cause to be prepared all Separate Company Returns of the Acquired Entities and their Subsidiaries for Tax returns periods that end on or before the Closing Date that are required to be filed by after the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Closing Date (“Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any . Such Pre-Closing Tax Period (Returns shall be prepared on a basis consistent with past practice except to the “Arch Prepared Returns”). Except as extent otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no Not later than ten (10) days prior to the due date for filing any such Pre-Closing Tax Return, Parent shall deliver a copy of such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax returnReturn, together with supporting documentation, to Buyer for Buyer’s review and reasonable comment. Buyer will cause such Pre-Closing Tax Return to be timely filed (as revised by Parent to incorporate Buyer’s reasonable comments), will timely pay all supporting documentation Taxes shown as due and payable on such Pre-Closing Tax Return and will provide a copy of such Pre-Closing Tax Return and evidence of filing to Arch or Peabody, as the case may be, no Parent. Not later than ten three (3) days prior to the due date for the filing of such Pre-Closing Tax returnReturn, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch Parent or the JV Company applicable Subsidiary Seller, shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable pay to agree on which of Peabody, Arch Buyer or the JV Company is responsible for filing such Tax returnapplicable Affiliated Buyer the amount, then if any, by which the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes shown as due and owing, Peabody or Arch, as applicable, shall pay payable on such Pre-Closing Tax Return exceed the amount included as a current liability for such Taxes in Final Closing Working Capital. For the avoidance of Contributor Taxes doubt, (A) the amount due and payable with respect to such a Pre-Closing Tax return Return shall take into account any Taxes that have been paid to the JV Company no later than relevant Taxing Authority by Parent or an Affiliate of Parent (including the due date for filing such Tax return and the JV Company shall remit such Taxes Acquired Entities) prior to the applicable Governmental Authority. If either Peabody Closing, (B) Parent and its Affiliates shall not be liable for any interest, penalties or Arch files additions to Tax resulting from the failure of Buyer or its Affiliates (including the Acquired Entities) to timely pay any estimated or other Tax return pursuant payments due after the Closing with respect to a Pre-Closing Tax Period and (C) any transactions entered into by an Acquired Entity outside the ordinary course of business on the Closing Date but after the Closing (other than those actions required or contemplated by this Section 6.21(a)(i), such Agreement) shall be treated as occurring in a Post-Closing Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental AuthorityPeriod.

Pre-Closing Tax Returns. From At the direction and after control of the ClosingShareholder and the Noteholder, Peabody the Company shall cause McGladrey & Xxxxxx, LLP to timely prepare or cause to be prepared all Tax returns required and file or cause to be filed by all Tax Returns for the Peabody Transferred Company and each of its Subsidiaries or, other than Tax returns related to Income Taxes, with respect for all taxable periods ending on or prior to the Peabody Contributed Assets for any Closing Date (“Pre-Closing Tax Period (the “Peabody Prepared Returns”). The Company shall be responsible for the payment of fees to McGladrey & Xxxxxx, and Arch shall LLP to prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period Returns. An estimate of such fees shall be paid by the Company at or prior to Closing. To the extent of any additional fees incurred in connection with the preparation of Pre-Closing Tax Returns, such fees shall borne by the Shareholder, the Noteholder and the Phantom Unit Holders and shall be paid in accordance with the Shareholder Portion, the Noteholder Portion and the Phantom Unit Holder Portion, respectively, from the Indemnification Escrow Amount (the “Arch Prepared Returns”without duplication of any rights to recovery, payment, or indemnity set forth herein). Except as otherwise required by applicable Law, each of Peabody and Arch All such Pre-Closing Tax Returns shall prepare such Tax returns be prepared in accordance with past practice. Peabody The Shareholder and Arch the Noteholder shall provide each deliver such Pre-Closing Tax Return to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no Purchaser not later than ten sixty (60) days prior to before the due date for filing such Pre-Closing Tax Return. The Shareholder and the Noteholder will permit the Purchaser and its agents or designees to review and comment on each Pre-Closing Tax Return described in the preceding sentence within twenty (20) days after receipt of such Pre-Closing Tax Return. The Shareholder and the Noteholder will take into account in a reasonable manner any changes to such Tax returnReturns as are reasonably requested by the Purchaser. For the avoidance of doubt, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Postsuch Pre-Closing Taxable PeriodTax Returns shall include all deductions related to payments to the Phantom Unit Holders, Peabody pursuant to Section 1.3(c) the payment of bonuses pursuant to Section 9.1 of this Agreement, and all other items of compensation for services to the extent paid on or Archprior to the Closing as required by this Agreement. The Purchaser will cause such Pre-Closing Tax Returns to be signed by an appropriate officer of the Company or such Subsidiary, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.

Pre-Closing Tax Returns. From and after the ClosingThe Seller Parties, Peabody at their expense, shall prepare or cause to be prepared all Tax returns required Returns for the Transferred Companies relating solely to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any all Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch Periods. All such Tax Returns shall prepare or cause to be prepared all Tax returns required to be filed by consistent with the Arch past practice of the Transferred Subsidiaries orCompanies, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except except as otherwise required by applicable Law, each Law The Seller Parties shall provide the Purchaser with copies of Peabody and Arch shall prepare any such Tax returns in accordance with past practice. Peabody Returns for the Purchaser's review, comment and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten consent (i) at least 30 days prior to the due date for filing such thereof (after giving effect to any extensions thereto) in the case of income Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result Returns and (ii) as soon as practicable in or otherwise affect material Taxes the case of any JV Entity all other Tax Returns and in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten 10 days prior to the due date for filing such Tax returnthereof, for review and reasonable comment by provided, that any issues or comments that the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch parties hereto are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing resolve within five (5) days after any such Tax returnReturns have been submitted to the Purchaser for review shall be submitted to the Accounting Firm for resolution in a manner consistent with the dispute resolution procedures set forth in Section 1.7. The Transferred Companies, then at the JV Company Seller Parties' expense, will timely file or cause to be timely filed (subject to any permitted extensions) such Tax Returns. The Seller Parties shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant all Taxes shown to this Section 6.21(a)(i) and if such Tax return shows Taxes as be due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return Returns. Purchaser shall make available or shall cause to be made available to Seller Parties (and to the JV Company no later accountants and attorneys and other representatives of the Seller Parties) any and all books and records and other documents and information in its or their possession or control relating to the Transferred Companies reasonably requested by such Person in order to prepare, and shall cause duly authorized officers of the Purchaser or Greenbrook to timely execute any such Tax Returns relating to Pre-Closing Tax Periods that are filed after the Closing Date. For the avoidance of doubt, Purchaser shall be responsible for preparing and filing all Tax Returns of the Transferred Companies relating to any Straddle Periods and to all periods other than the due date Pre-Closing Tax Periods. In addition, for filing such the avoidance of doubt, the parties hereto acknowledge and agree that income Tax return and the JV Company shall remit such Taxes deductions available to the Transferred Companies under applicable Governmental Authority. If either Peabody Tax Law as a result of payments made by or Arch files any Tax return pursuant to this Section 6.21(a)(i)on behalf of Purchaser, such Tax return shows Taxes as due the Seller Parties or the Transferred Companies of the Transaction Expenses and owing, and such Taxes were specifically included repayment of Closing Indebtedness (in Peabody Net Working Capital or Arch Net Working Capital, as the each case may be, as finally determined pursuant to Section 3.5(c1.7), then to the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing extent permitted under applicable Tax law, will be reported solely on such Tax return and Peabody or Arch, as Returns covering the case may be, shall remit such Taxes to the applicable Governmental AuthorityPre-Closing Tax Periods.

Pre-Closing Tax Returns. From and after the ClosingThe Seller Parties, Peabody at their expense, shall prepare or cause to be prepared all Tax returns required Returns for the Transferred Companies relating solely to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any all Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch Periods. All such Tax Returns shall prepare or cause to be prepared all Tax returns required to be filed by consistent with the Arch past practice of the Transferred Subsidiaries orCompanies, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except except as otherwise required by applicable Law, each Law The Seller Parties shall provide the Purchaser with copies of Peabody and Arch shall prepare any such Tax returns in accordance with past practice. Peabody Returns for the Purchaser’s review, comment and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten consent (i) at least 30 days prior to the due date for filing such thereof (after giving effect to any extensions thereto) in the case of income Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result Returns and (ii) as soon as practicable in or otherwise affect material Taxes the case of any JV Entity all other Tax Returns and in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten 10 days prior to the due date for filing such Tax returnthereof, for review and reasonable comment by provided, that any issues or comments that the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch parties hereto are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing resolve within five (5) days after any such Tax returnReturns have been submitted to the Purchaser for review shall be submitted to the Accounting Firm for resolution in a manner consistent with the dispute resolution procedures set forth in Section 1.7. The Transferred Companies, then at the JV Company Seller Parties’ expense, will timely file or cause to be timely filed (subject to any permitted extensions) such Tax Returns. The Seller Parties shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant all Taxes shown to this Section 6.21(a)(i) and if such Tax return shows Taxes as be due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return Returns. Purchaser shall make available or shall cause to be made available to Seller Parties (and to the JV Company no later accountants and attorneys and other representatives of the Seller Parties) any and all books and records and other documents and information in its or their possession or control relating to the Transferred Companies reasonably requested by such Person in order to prepare, and shall cause duly authorized officers of the Purchaser or Greenbrook to timely execute any such Tax Returns relating to Pre-Closing Tax Periods that are filed after the Closing Date. For the avoidance of doubt, Purchaser shall be responsible for preparing and filing all Tax Returns of the Transferred Companies relating to any Straddle Periods and to all periods other than the due date Pre-Closing Tax Periods. In addition, for filing such the avoidance of doubt, the parties hereto acknowledge and agree that income Tax return and the JV Company shall remit such Taxes deductions available to the Transferred Companies under applicable Governmental Authority. If either Peabody Tax Law as a result of payments made by or Arch files any Tax return pursuant to this Section 6.21(a)(i)on behalf of Purchaser, such Tax return shows Taxes as due the Seller Parties or the Transferred Companies of the Transaction Expenses and owing, and such Taxes were specifically included repayment of Closing Indebtedness (in Peabody Net Working Capital or Arch Net Working Capital, as the each case may be, as finally determined pursuant to Section 3.5(c1.7), then to the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing extent permitted under applicable Tax law, will be reported solely on such Tax return and Peabody or Arch, as Returns covering the case may be, shall remit such Taxes to the applicable Governmental AuthorityPre-Closing Tax Periods.

Pre-Closing Tax Returns. From and after the ClosingParent shall prepare, Peabody shall prepare or cause to be prepared prepared, and shall file, or cause to be filed, all Tax returns Returns of the Company and its Subsidiaries for taxable periods beginning before the Closing Date that are required to be filed by after the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect Closing Date. Subject to the Peabody Contributed Assets for any Pre-Closing following two sentences, all such Tax Period (the “Peabody Prepared Returns”), and Arch Returns shall prepare or cause to be prepared all Tax returns required to be filed by in a manner consistent with past practices of the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as applicable company unless otherwise required by applicable Applicable Law. The parties agree, each for all income tax purposes, to treat the payment of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver the Option Settlement Payments as being properly allocable to the JV portion of the day after the Effective Time and as occurring at the beginning of the following day pursuant to the “Next Day Rule” set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B); provided, however, the parties further agree that Sellers’ indemnification obligations under this Agreement shall not apply to any Loss that would not have been incurred by any Indemnitee had the “Next Day Rule” not been applied to the Option Settlement Payments. Consistent with the foregoing, the parties agree not to report any deduction resulting from the payment of the Option Settlement Payments on the Tax Return of the Company all Peabody Prepared Returns for the taxable period ending on the Closing Date and Arch Prepared Returnsinstead, together with all supporting documentation, no later than ten such deduction shall be reported on the Tax Return of the Company included in the consolidated group of which Parent is the common parent for the portion of the taxable year occurring after the Closing Date. At least thirty (30) days prior to the due date for filing of any such Tax returnReturn (after applicable extensions) if such Tax Return relates to income Taxes, andand at least fifteen (15) days prior to the due date of any such Tax Return (after applicable extensions) if such Tax Return relates to non-income Taxes, Parent shall deliver to the Stockholder Representative a copy of such Tax Return for the Stockholder Representative’s review and comment but only if such Tax Return could reasonably be expected to result in a Liability of the Sellers pursuant to Section 11.02, after taking into account the limitations described in Section 11.03. Parent will accept such revisions to such Tax Returns as are reasonably requested by Stockholder Representative to the extent they relate to positions that could reasonably be expected to result in a Liability of Sellers pursuant to Section 11.02, after taking into account the limitations described in Section 11.03. After the Closing Date, unless required by Applicable Law, without the prior written consent of the Stockholder Representative, neither Parent, the Surviving Corporation, nor any of their Affiliates will amend any Tax Return, make any election, or take any other action having retroactive effect, in each case relating to a taxable period beginning before the Closing Date, if any Peabody Prepared Return such amendment, election or any Arch Prepared Return action would reasonably be expected to result in or otherwise affect material Taxes a Liability of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined Sellers pursuant to Section 3.5(c)11.02, then after taking into account the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authoritylimitations described in Section 11.03.

Pre-Closing Tax Returns. From and after the Closing, Peabody Seller agrees that it shall prepare and timely file when due (on original filing date or allowable extension dates) all federal income tax returns, as well as any state or local or franchise tax return on which Seller and the Company are customarily consolidated for tax periods ending on or before the Closing Effective Date (“Pre-Closing Consolidated Tax Returns”). Seller shall timely pay or shall cause to be prepared timely paid any and all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, taxes due with respect to such Pre-Closing Consolidated Tax Returns allocable to Seller under Section 6.2. Seller agrees that it will prepare and file for the Peabody Contributed Assets Company all federal, state and local income and franchise tax returns as the Company has for any prior years filed (or the Company is otherwise legally required to file) on a separate return basis for all periods ending prior to or including the Closing Effective Date (“Pre-Closing Separate Tax Returns”) (the Pre-Closing Consolidated Tax Returns and the Pre-Closing Separate Tax Returns are collectively referred to herein as the “Pre-Closing Tax Period (the “Peabody Prepared Returns”), . Seller shall have the exclusive authority and Arch shall obligation to prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period Returns. Such authority shall include, but not be limited to, the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company shall be reported or disclosed in such Pre-Closing Tax Returns; provided, however, that (i) Pre-Closing Separate Tax Returns shall be filed on the “Arch Prepared Returns”). Except same basis as the Company has filed these returns in the past and shall cover the period from the ending date of the prior Company return for such tax to and including the Closing Effective Date, unless otherwise required by applicable Lawlaw; and (ii) other than Pre-Closing Tax Returns relating to any combined, consolidated or unitary group of which the Company is a member and which includes Seller or any of its affiliated entities (other than the Company), each of Peabody such Pre-Closing Separate Tax Return shall be provided to Buyer before filing with the appropriate tax authority for Buyer’s review and Arch comment. Seller shall prepare consider any revisions to such Pre-Closing Separate Tax returns in accordance with past practiceReturns as are reasonably suggested by Buyer. Peabody If there is a dispute between Seller and Arch shall each deliver Buyer as to the JV Company all Peabody Prepared Returns and Arch Prepared contents of any such Pre-Closing Separate Tax Returns, together Seller shall be entitled to make the final decision with all supporting documentationrespect to any disputed item. Notwithstanding anything to the contrary in this Agreement, no later than ten days to the extent that taxes, interest or penalties are incurred by or assessed against or for which the Company may be subject for any period on or prior to the due date for filing such Tax returnClosing Effective Date where said taxes, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review penalties and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch interest are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically not included in Peabody Net Working Capital or Arch Net Closing Working Capital, as any such obligations shall be the case may besole responsibility of Seller. This obligation shall survive until the expiration of any applicable statute of limitations period for said taxes, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return interest and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authoritypenalties.

Pre-Closing Tax Returns. From Except as otherwise provided in this Section 5.02(d), at the direction and after control of the Sellers’ Representative, the Company will cause Xxxxxxx Xxxxx to timely prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all taxable periods ending on or prior to the Closing Date (“Pre-Closing Tax Returns”). Sellers will be responsible for the payment of fees to Xxxxxxx Xxxxx to prepare the Pre-Closing Tax Returns. All such Pre-Closing Tax Returns shall be prepared in accordance with applicable Law and consistent with past practices. The Sellers’ Representative shall provide each Pre-Closing Tax Return to Buyer not later than thirty (30) days before the due date for such Pre-Closing Tax Return for Buyer’s approval, which approval shall be granted unless Buyer reasonably determines that filing such Tax Returns as prepared by Sellers’ Representative would subject Buyer or the Company to penalties. For the avoidance of doubt, such Pre-Closing Tax Returns will include all deductions related to all items of compensation for services to the Company and withholding Tax attributable thereto to the extent accrued on or prior to the Closing. In the event that Buyer reasonably determines that a Pre-Closing Tax Return not previously filed is required to be filed or that a previously filed Pre-Closing Tax Return is required by applicable Law to be amended, Peabody and that failure to file such Pre-Closing Tax Return or such amendment would subject Buyer or the Company to penalties, Buyer shall prepare or cause to be prepared all Tax returns required and file or cause to be filed such Pre-Closing Tax Return or amendment. Such Pre-Closing Tax Return or amendment shall be prepared by Buyer in accordance with applicable Law and in consultation with the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, Sellers’ Representative with respect to the Peabody Contributed Assets for any items contained in such Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch Return or amendment. Buyer shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any provide such Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver Return or -39- PR01/ 1471369.15 amendment to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days Sellers’ Representative prior to filing for the due date for filing such Sellers’ Representative’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Buyer will cause each Pre-Closing Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably amendment approved by Buyer to be expected to result in or otherwise affect material Taxes signed by an appropriate officer of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental AuthorityCompany.

Pre-Closing Tax Returns. From (a) The Company shall, at the Company’s expense, prepare or cause to be prepared and file or cause to be filed all Tax Returns required to be filed by the Acquired Companies (including such Tax Returns filed pursuant to any valid extension of time to file and any amendments thereto) prior to the Closing Date. Such Tax Returns shall be prepared in accordance with past practice of the Acquired Companies unless otherwise required by Legal Requirements. No later than ten (10) days prior to the due date (including extensions) for filing such Tax Returns, the Seller shall deliver the Tax Returns described in this Section 8.8.6 (a) to the Buyer for its review and comment, and shall make all such changes as are reasonably requested by the Buyer no later than five (5) days prior to the due date (including extensions) for filing such Tax Returns. The federal, state, local, and foreign income Tax Returns of the Acquired Companies for the taxable year ending December 31, 2016 (the “2016 Income Tax Returns”) shall be filed on or before the Closing Date, and the amount agreed to and shown on the 2016 Income Tax Returns shall be paid by the Acquired Companies on or prior to the Closing Date to the extent not previously paid by the Acquired Companies. If Seller does not agree to any change requested by Buyer for the 2016 Income Tax Returns, Buyer and Seller shall immediately submit the disputed items to the Independent Accountant for resolution. If the Independent Accountant makes a determination with respect to the disputed item or items prior to the due date of the 2016 Income Tax Returns, then such 2016 Income Tax Returns shall be filed reflecting the determination of the Independent Accountant regarding the disputed or items. If the Independent Accountant has not resolved the disputed item or items prior to the due date of such 2016 Income Tax Returns, then such Tax Returns shall be filed as prepared by the Seller, including any changes to which Buyer and Seller have agreed; provided, that (i) upon determination of the disputed item or items by the Independent Accountant, Buyer and Seller shall cooperate to file amended 2016 Income Tax Returns reflecting such determination, and (ii) if the determination of the Independent Accountant occurs after the Closing Date, any additional income Taxes resulting from the disputed items shall be reflected in the Estimated Taxes Payable at Closing. (b) The Seller shall, Peabody shall at the Seller’s expense, prepare or cause to be prepared all Tax returns required Returns for the Acquired Companies for all taxable periods ending on or prior to the Closing Date that are due after the Closing Date. All such Tax Returns shall be prepared in a manner consistent with past practice of the Acquired Companies, to the extent such past practice complies with applicable Law and, to the extent applicable, with the method of accounting for items on the 2016 Income Tax Returns, including any changes included or to be included on such 2016 Income Tax Returns as a result of an agreement of Buyer and Seller or a determination by the Independent Accountant pursuant to this Section 8.8.6(a) of this Agreement. No later than thirty (30) days prior to the due date (including extensions) for filing such Tax Returns, the Seller shall deliver the Tax Returns described in this Section 8.8.6(b) to the Buyer for its review and comment. The Seller shall make all such changes as are reasonably requested by the Buyer, and shall deliver the Tax Returns, completed as approved by the Buyer and duly executed by an authorized Person, to the Buyer no later than ten (10) days prior to the due date (including extensions) for filing such Tax Returns. The Buyer or its Affiliate shall file or cause to be filed all such Tax Returns on or prior to the due date (including extensions) for filing such Tax Returns, and shall timely pay all Taxes due as reflected on such Tax Returns. The Seller shall remit to the Buyer, no later than five (5) days prior to the due date (including extensions) for filing such Tax Returns, the amount of any Taxes due as reflected on such Tax Returns (as approved and delivered by Seller pursuant to this Section 8.8.6(b)) to the Peabody Transferred Subsidiaries orextent such Taxes are not specifically reflected in the calculation of Estimated Taxes Payable or the Final Working Capital Amount. Not less than ten (10) days prior to the Closing Date, other than Tax returns related the Company shall prepare and deliver to Income Taxesthe Buyer a detailed itemization and description of any Taxes due or owed which the Company seeks to include in the calculation of Estimated Taxes Payable. Buyer shall have seven (7) days to dispute calculation of Estimated Taxes Payable. If Seller does not agree to any change requested by Buyer to the calculation of Estimated Taxes Payable, the Parties shall immediately submit the disputed items to the Independent Accountant for resolution. If the Independent Accountant makes a determination with respect to the Peabody Contributed Assets for any Pre-disputed item or items prior to the Closing Tax Period Date, the items shall be reflected in the calculation of Estimated Taxes Payable as determined by the Independent Accountant, to the extent not already paid by the Acquired Companies. If the Independent Accountant has not resolved the disputed item or items prior to the Closing Date, then amount of the disputed item or items shall be included in the calculation of Estimated Taxes Payable until a determination is made with respect to disputed item or items by the Independent Accountant. (the “Peabody Prepared Returns”), and Arch c) The Buyer shall prepare or cause to be prepared all Tax returns required and file or cause to be filed by any Tax Returns of the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets Acquired Companies for any Pre-Closing Tax Straddle Period (the “Arch Prepared Straddle Returns”). Except as otherwise required by All Straddle Returns shall be prepared in a manner consistent with past practices of the Company, to the extent such past practice complies with applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no No later than ten thirty (30) days prior to the due date (including extensions) for filing the Straddle Returns, the Buyer shall deliver the Straddle Returns to the Seller for review and comment. The Buyer shall make all changes with respect to Straddle Returns as are reasonably requested by the Seller, shall file or cause to be filed the Straddle Returns on or prior to the due date (including extensions) for filing such Tax returnStraddle Returns, andand shall timely pay all Taxes due as reflected on such Straddle Returns. The Seller shall remit to the Buyer an amount equal to the Taxes due as reflected on such Straddle Returns, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material the extent that such Taxes of any JV Entity in any Post(i) are apportioned to a Pre-Closing Taxable PeriodTax Period and (ii) are not specifically reflected in the calculation of Estimated Taxes Payable or the Final Working Capital Amount, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten at least five (5) days prior to the due date (including extensions) for filing such Straddle Returns. (d) To the extent permitted by applicable Legal Requirements, the parties hereto agree to report the deductibility of the Transaction Tax return, Deductions on the Company’s Tax Returns filed for review and reasonable comment by Pre Closing Tax Periods or (or otherwise allocate the JV Company and Arch or Peabody, as deductibility of the case may be, and the party filing such Transaction Tax return shall incorporate any reasonable comments received no later than five days prior Deductions to the due date for filing such Pre-Closing Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(iPeriods), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.

Pre-Closing Tax Returns. From and after the Closing, Peabody Acquiror shall prepare and timely file, or cause to be prepared and timely filed, all Tax returns Returns for Company required to be filed by after the Peabody Transferred Subsidiaries orClosing Date in accordance with applicable Legal Requirements, other than Tax returns related and shall timely remit, or cause to Income Taxesbe remitted, with respect to the Peabody Contributed Assets for appropriate Governmental Entity all Taxes reflected on such Tax Returns. To the extent such Tax Returns relate in whole or in part to any Pre-Closing Tax Period (the “Peabody Prepared Returns”)Period, and Arch such Tax Returns shall prepare or cause to be prepared consistent with prior tax accounting practices and methods of Company in all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except material respects except as otherwise required by applicable LawLegal Requirement, each of Peabody as determined by Acquiror in good faith; provided that, (i) except to the extent Acquiror determines in good faith that Transaction Payroll Taxes are not deductible for income Tax purposes in the taxable year that ends on the Closing Date, all Transaction Deductions shall be deducted for income Tax purposes in the taxable year that ends on the Closing Date, and Arch shall prepare (ii) to the extent Acquiror determines in its good faith that such accounting practices and methods are inconsistent with applicable Legal Requirements, such Tax returns Returns shall be prepared in accordance a manner consistent with past practiceAcquiror’s accounting practices and methods. Peabody and Arch Acquiror shall each deliver provide the Stockholders’ Agent with a draft of all federal income Tax Returns relating to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten Pre-Closing Tax Periods at least 25 days prior to the due date (including extensions) for filing each such income Tax Return; provided, however, that the failure or delay in providing such Tax return, and, if Return shall not reduce or affect the obligations of the Company Stockholders with respect to any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes payable with respect to such Tax return Return. Acquiror shall consider in good faith, prior to filing any such income Tax Return, any reasonable written comments received from the Stockholders’ Agent within 15 days after delivery of such draft income Tax Return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental AuthorityStockholders’ Agent.

Pre-Closing Tax Returns. From and after the Closing, Peabody Sellers shall prepare or cause to be prepared prepared, and file or cause to be filed all Tax returns Returns or claims for refund of the Company for all taxable periods of the Company ending on or prior to the Closing Date ( “Pre-Closing Tax Returns”). For clarification, the Company’s final Federal form 1120S for the taxable period ended the day prior to the Closing Date will be considered a Pre-Closing Tax Return to be filed by Sellers. With respect to any such Pre-Closing Tax Returns required to be filed by Sellers and not filed before the Peabody Transferred Subsidiaries orClosing Date, other than Sellers shall provide Purchaser and its authorized representatives with copies of any such completed Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days Return at least fifteen Business Days prior to the due date for filing of such Tax return, and, if Return and Purchaser and its representatives shall have the right to review (but not to require any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver change to) such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days Return prior to the due date for filing of such Tax returnReturn, for review and reasonable comment by which each Seller is hereby irrevocably authorized to sign on behalf of the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax returnCompany. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor All Taxes with respect to such Tax return Returns ( “Pre-Closing Taxes”) which are less than or equal to the JV accruals therefor as shown on the Closing Audit shall be paid by Purchaser and all Pre-Closing Taxes which exceed the accruals therefor as shown on the Closing Audit shall be paid as follows. All such Taxes which are federal income taxes or are Taxes which are otherwise imposed on Sellers directly shall be paid by Sellers; all other such Taxes shall be paid by Purchaser or the Company no later than the due date and shall constitute a Loss to Purchaser for filing purposes of Section 11.02. Purchaser shall not amend any Pre-Closing Tax Returns without Sellers’ consent. Sellers shall not amend any such Tax return and Return without the JV written approval of Purchaser, which approval may not be unreasonably withheld. To the extent permitted by applicable law, Sellers shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company shall remit to Sellers for such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authorityperiod.

Pre-Closing Tax Returns. From To the extent permitted under applicable Tax law, Seller will include the income or loss of the Company for all Tax periods ending on or before the Closing Date on Seller’s timely filed income Tax Returns and after will file all such Tax Returns when due (including extensions). Seller shall include the Closingincome of the Company (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13 and any excess loss account taken into income by Treasury Regulation Section 1.1502-19 or comparable provisions of state and local income Tax regulations) on Seller’s Tax Returns for all periods through the Closing Date and pay any federal, Peabody shall state, and local income Taxes attributable to such income. Seller shall, at Seller’s expense, prepare and timely file (or cause to be prepared and timely filed) (i) all other Tax returns required Returns of the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date and all other Tax Returns of the Company that are due after the Closing Date that relate solely to periods ending on or before the Closing Date (the “Pre-Closing Tax Returns”). To the extent a Pre-Closing Tax Return is due after the Closing Date, such Tax Return shall be filed delivered to Buyer within twenty (20) calendar days of such due date for Buyer’s review and approval which shall not be unreasonably withheld or delayed. Buyer shall notify Seller in writing within ten (10) calendar days of the receipt of any such Pre-Closing Tax Return of any reasonable objections Buyer may have to any items set forth on such Pre-Closing Tax Return, and Buyer and Seller agree to consult with each other and attempt to resolve in good faith any such objections and to attempt to mutually agree to the filing of such Pre-Closing Tax Return by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect Company prior to the Peabody Contributed Assets due date of such Tax Return (including extensions thereof); provided, however, that for any Pre-Closing Tax Period Return due after the Closing Date that is an income Tax Return, thirty (the “Peabody Prepared Returns”), 30) and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period twenty (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company 20) calendar day periods shall be responsible substituted for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(itwenty (20) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authorityten (10) calendar day periods provided herein.

Pre-Closing Tax Returns. From and after the ClosingThe Seller has caused, Peabody or shall prepare or cause cause, to be prepared all and filed on a timely basis the Tax returns Returns of the Company required to be filed by prior to the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, Closing Date or with respect to the Peabody Contributed Assets for any a Pre-Closing Tax Period (the “Peabody Prepared Pre-Closing Tax Returns”), and Arch such Pre-Closing Tax Returns are, or will be, complete and correct. The Seller shall prepare or cause to be prepared all provide a draft of each Pre-Closing Tax returns required Return to be filed by the Arch Transferred Subsidiaries orSeller after the Closing Date at least five (5) Business Days before filing (unless due within five (5) Business Days of the Closing Date, other than Tax returns related to Income Taxes, with respect to in which case the Arch Contributed Assets for any draft Pre-Closing Tax Period (Return shall be provided by the “Arch Prepared Returns”Seller to the Purchaser on the Closing Date). Except as otherwise required by applicable Law, each of Peabody The Seller shall take into consideration the Purchaser’s reasonable comments in preparing and Arch shall prepare filing such Pre-Closing Tax returns in accordance with past practice. Peabody Returns and Arch shall each deliver provide copies thereof to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to Purchaser within five (5) Business Days of filing. To the due date for filing extent that any Taxes are shown as payable on such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any PostPre-Closing Taxable PeriodTax Returns that were not reflected in the computation of the Purchase Price, Peabody or Arch, as the case may be, Seller shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall promptly pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental AuthorityPurchaser within five (5) Business Days of a written request therefor. If the Company receives any income Tax refunds with respect to income Taxes paid by the Seller that after the Closing were not reflected in the Closing Balance Sheet, the Purchaser shall promptly pay the amount of such refunds to the Seller. For the avoidance of doubt, any future income Tax savings that the Company may receive from the use of the Company’s non-capital Losses existing as of the Closing Date shall be for the sole benefit of the Company (and not the Seller or the Parent) after the Closing Date, and no accounts receivable, provision, accrual, or deferred Tax Asset of the Company in connection therewith shall be included in the Closing Balance Sheet.

Pre-Closing Tax Returns. From and after the Closing, Peabody (a) The Company shall prepare and timely file or cause to be prepared and timely filed all Tax returns Returns of the Company and its Subsidiaries due on or prior to the Closing Date. All such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by applicable Law. (b) The Stockholders’ Representative shall, at Stockholders’ Representative’s expense, prepare, or cause to be filed prepared in a manner consistent with past practices, except as otherwise required by applicable Law, and shall timely file or cause to be timely filed, all income Tax Returns of the Peabody Transferred Company and its Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (not including any Straddle Tax Period ending on and including the “Peabody Prepared Closing Date). No later than fifteen (15) Business Days prior to the due date for filing any such Tax Returns”, the Stockholders’ Representative shall provide Buyer with an opportunity to review and approve such Tax Returns (which approval shall not be unreasonably withheld, conditioned or delayed). Buyer shall file such Tax Return, or cause any such Tax Return to be filed, on a timely basis. If Buyer disagrees with the treatment of any item on such Tax Return, the Stockholders’ Representative and the Buyer shall attempt to resolve such disagreement in good faith. If the Stockholders’ Representative and Buyer cannot resolve such disagreement, any disputed items shall be referred to, and Arch decided by, the Independent Accountant, without limiting Buyer’s right to indemnification hereunder. (c) Buyer shall prepare prepare, or cause to be prepared in a manner consistent with past practice, except as otherwise required by applicable Law, and shall timely file or cause to be timely filed, all Tax returns required to be filed by Returns of the Arch Transferred Company and its Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”including with respect to any Straddle Tax Period) other than Tax Returns prepared and filed pursuant to Section 7.2(a) and Section 7.2(b). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no No later than ten days fifteen (15) Business Days prior to the due date for filing any such Tax returnReturns, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected Buyer shall provide the Stockholders’ Representative with an opportunity to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver review and approve such Tax returnReturns(which approval shall not be unreasonably withheld, together conditioned or delayed). (d) The Preferred Stockholders and Option Holders shall, jointly but not severally, pay Buyer an amount equal to all Taxes shown as due on a Tax Return prepared in accordance with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days Section 7.2(b)or (c)at least three (3) Business Days prior to the due date for filing such Tax return, Return (or within ten (10) Business Days of the Stockholders’ Representative receiving the Tax Return for review and reasonable comment by the JV Company and Arch or Peabodypursuant to Section 7.2(c), as the case may beif later), and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior but only to the due date for filing extent that the aggregate amount of such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay exceeds the amount of Contributor Taxes with respect to such Tax return to reflected as a liability in the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Closing Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.