Common use of Pre-Closing Tax Returns Clause in Contracts

Pre-Closing Tax Returns. (a) With respect to any Tax Return of the Company for any Pre-Closing Tax Period that is required to be filed after the Closing Date (a “Pre-Closing Tax Return”), the Sellers shall appoint and 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.

Pre-Closing Tax Returns. (a) With respect Except as otherwise provided in this Section 5.02(d), at the direction and control of the Sellers’ Representative, the Company will cause Xxxxxxx Xxxxx to any timely prepare or cause to be prepared and file or cause to be filed all Tax Return of Returns for the Company for any Pre-Closing Tax Period that is required all taxable periods ending on or prior to be filed after the Closing Date (a “Pre-Closing Tax ReturnReturns”), . Sellers will be responsible for the Sellers shall appoint and engage, at the Sellers’ expense, a professional tax preparation firm (“Tax Preparer”) payment of its choosing fees to Xxxxxxx Xxxxx 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 ReturnReturns. All such Pre-Closing Tax Returns shall be prepared in accordance with applicable Law and consistent with past practices. The Parties Sellers’ Representative shall instruct the Tax Preparer to provide each of Pre-Closing Tax Return to Buyer not later than thirty (30) days before the Sellers and the Purchaser with a copy of any due date for 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 Buyer’s approval, which approval shall be granted unless Buyer reasonably determines that filing such Tax Preparer shall prepare, Returns as prepared by Sellers’ Representative would subject Buyer or cause to be prepared, and the Company shall timely file, or cause to be timely filedpenalties. 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, 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 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 a manner consistent accordance with applicable Law and in consultation with the past practicesSellers’ Representative with respect to the items contained in such Pre-Closing Tax Return or amendment. Buyer shall provide such Pre-Closing Tax Return or PR01/ 1471369.15 amendment to the Sellers’ Representative prior to filing for the Sellers’ Representative’s approval, electionswhich approval shall not be unreasonably withheld, and methods conditioned or delayed. Buyer will cause each Pre-Closing Tax Return or amendment approved by Buyer to be signed by an appropriate officer 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.

Pre-Closing Tax Returns. (a) With respect Except as otherwise provided in this Section 5.02(d), at the direction and control of the Sellers’ Representative, the Company will cause Xxxxxxx Xxxxx to any timely prepare or cause to be prepared and file or cause to be filed all Tax Return of Returns for the Company for any Pre-Closing Tax Period that is required all taxable periods ending on or prior to be filed after the Closing Date (a “Pre-Closing Tax ReturnReturns”), . Sellers will be responsible for the Sellers shall appoint and engage, at the Sellers’ expense, a professional tax preparation firm (“Tax Preparer”) payment of its choosing fees to Xxxxxxx Xxxxx 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 ReturnReturns. All such Pre-Closing Tax Returns shall be prepared in accordance with applicable Law and consistent with past practices. The Parties Sellers’ Representative shall instruct the Tax Preparer to provide each of Pre-Closing Tax Return to Buyer not later than thirty (30) days before the Sellers and the Purchaser with a copy of any due date for 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 Buyer’s approval, which approval shall be granted unless Buyer reasonably determines that filing such Tax Preparer shall prepare, Returns as prepared by Sellers’ Representative would subject Buyer or cause to be prepared, and the Company shall timely file, or cause to be timely filedpenalties. 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, 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 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 a manner consistent accordance with applicable Law and in consultation with the past practicesSellers’ Representative with respect to the items contained in such Pre-Closing Tax Return or amendment. Buyer shall provide such Pre-Closing Tax Return or -39- PR01/ 1471369.15 amendment to the Sellers’ Representative prior to filing for the Sellers’ Representative’s approval, electionswhich approval shall not be unreasonably withheld, and methods conditioned or delayed. Buyer will cause each Pre-Closing Tax Return or amendment approved by Buyer to be signed by an appropriate officer 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 extensionsii). 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.

Pre-Closing Tax Returns. (a) With respect to any Tax Return of the an Acquired Company for any Pre-Closing Tax Period that is required to be filed after the Closing Date (a “Pre-Closing Tax Return”), the Sellers shall appoint and 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 CompanyAcquired 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 CompanyAcquired Companies) to amend or revoke) any Tax Return of the 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.

Pre-Closing Tax Returns. (a) With Sellers shall prepare and file, on a basis consistent with past practice, all Tax Returns that relate to or include the Company or any of its Subsidiaries and are required to be filed with respect to any Tax Return taxable period of the Company for or any of its Subsidiaries that is a Pre-Closing Tax Period Period. Sellers shall pay, or cause to be paid, all Taxes shown as due thereon. Except where counsel of Sellers determines that a contrary position is required by law, all such Tax Returns of the Company shall be prepared in a manner reasonably consistent with past practices employed by the Company to the extent that failing to do so could reasonably be filed after the Closing Date (a “Pre-Closing Tax Return”), the expected to have an adverse effect on Purchasers. Sellers shall appoint and 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 each Pre-Closing Tax Return at least fortytwenty (20) calendar days prior to the applicable due date, along with supporting work papers, for Purchaser’s review and comment. Seller shall consider any comments of Purchaser in good faith to the extent such comment relates to a position taken by the Seller on such Tax Return that could reasonably be expected to have an adverse effect on Purchasers. Any Tax Return that relates to or includes a Pre-five Closing Tax Period of the Company or any of its Subsidiaries prepared by Sellers and required to be filed by the Company after the Closing shall be furnished by Sellers to Purchaser or the applicable Subsidiary, as the case may be, for signature and filing at least twenty (4520) calendar days prior to the due date thereof for filing such Tax Return (taking into account any applicable extensions) for review ); provided that signing 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 filing a Tax Return in a manner consistent with the past practices, elections, and methods of the Company, except as required by applicable Law. Tax Preparer pursuant to this subsection shall revise not be considered an acknowledgment that such Tax Return to reflect any reasonable comments received from complies with 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 requirements 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 Sellersthis Agreement.

Pre-Closing Tax Returns. (a) With respect to any Tax Return At the direction and control of the Shareholder and the Noteholder, the Company for any Pre-Closing Tax Period that is required shall cause McGladrey & Xxxxxx, LLP to timely prepare or cause to be prepared and file or cause to be filed after all Tax Returns for the Company and each of its Subsidiaries for all taxable periods ending on or prior to the Closing Date (a “Pre-Closing Tax ReturnReturns”). The Company shall be responsible for the payment of fees to McGladrey & Xxxxxx, LLP to prepare the Pre-Closing Tax 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 Sellers Noteholder and the Phantom Unit Holders and shall appoint and engage, at be paid in accordance with 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 7.4Shareholder Portion, the Purchaser shallNoteholder Portion and the Phantom Unit Holder Portion, respectively, from the Indemnification Escrow Amount (without duplication of any rights to recovery, payment, or indemnity set forth herein). All such Pre-Closing Tax Returns shall be prepared in accordance with past practice. The Shareholder and the Noteholder shall cause its Affiliates (including, after the Closing, the Company) to, engage and cooperate with provide each such Pre-Closing Tax Preparer in preparing and filing any Return to the Purchaser not later than sixty (60) days before the due date for such Pre-Closing Tax Return. The Parties shall instruct the Tax Preparer to provide each of the Sellers Shareholder and the Noteholder will permit the Purchaser with a copy 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 any such Pre-Closing Tax Return at least forty-five (45) days prior to Return. The Shareholder and the due date thereof (taking Noteholder will take into account in a reasonable manner any applicable extensions) for review and commentchanges to such Tax Returns as are reasonably requested by the Purchaser. The Sellers and Tax Preparer shall prepare, or cause to be prepared, and For the Company shall timely file, or cause to be timely filedavoidance of doubt, such Pre-Closing Tax Return in a manner consistent with Returns shall include all deductions related to payments to the past practicesPhantom Unit Holders, electionspursuant to Section 1.3(c) the payment of bonuses pursuant to Section 9.1 of this Agreement, and methods all other items of compensation for services to the Company, except extent paid on or prior to the Closing 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)this Agreement. The Purchaser shall not amend or revoke (or permit any of its Affiliates (including, after the Closing, the Company) will cause such Pre-Closing Tax Returns to amend or revoke) any Tax Return be signed by an appropriate officer of the Company for any taxable period ending on or beforesuch Subsidiary, or including, as the Closing Date (or any notification or election relating thereto) without the prior written consent of the Sellerscase may be.

Pre-Closing Tax Returns. (a) With respect Seller shall cause to any be prepared and filed, at Seller’s expense, all Tax Return of Returns for the Company for any Pre-Closing Tax Period that is required Acquired Companies which are to be filed after the Closing Date (a giving effect to any properly obtained extension) for any Pre-Closing Tax Period. All Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax Return”), ) shall be prepared in all material respects in accordance with applicable Tax Law and the Sellers past practice of the Acquired Companies in filing their Tax Returns. Seller shall appoint provide OpCo Purchaser (with respect to the OpCo Acquired Companies) and engage, at PropCo Purchaser (with respect to the Sellers’ expense, PropCo Acquired Companies) with a professional tax preparation firm (“Tax Preparer”) copy 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 Return no later than thirty (30) days prior to the Tax Preparer to provide each of the Sellers and the Purchaser with a copy of any date such Pre-Closing Tax Return at least forty-five is due (45) days prior giving effect to the due date thereof (taking into account any applicable extensionsproperly obtained extension) for review and comment. The Sellers and Tax Preparer shall prepare, or cause to be preparedthe applicable Purchaser’s review, and the Company Seller shall timely file, or cause consider in good faith any comments provided by such Purchaser with respect to be timely filed, such Pre-Closing Tax 129 Return. None of the Purchasers or any of their respective Affiliates shall file, amend or otherwise modify any Pre-Closing Tax Return or Straddle Period Tax Return (except as provided for under Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), to the extent any such filing, amendment or other modification would reasonably be expected to result 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 liability 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 Seller or revoke (or permit any of its Affiliates (including, after including pursuant to 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 Sellersindemnification obligations set forth in Section 18(a)(i)).

Pre-Closing Tax Returns. To the extent that any Tax Returns of the Company or its Subsidiaries that are due after the Closing Date would, 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 and filed such Tax Returns on a basis consistent with the past customs, practices and accounting methods of prior similar Tax Returns of the Company and its Subsidiaries (aincluding applicable methods and elections) With 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 Company case of any Tax Return for any Prenon-Closing Income Taxes, as soon as reasonably practicable) prior to the date on which such Tax Period that Return is required to be filed after the Closing Date (a “Pre-Closing Tax Return”), the Sellers shall appoint and 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 consider 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 good faith any reasonable comments received from the Sellers not later than provided by Seller in writing at least ten (10) days before the date on which such Tax Return is due date thereof to be filed (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 Without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), the Sellersparties hereto agree that (a) the Transaction Tax Deductions shall, to the 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; provided, that Seller shall not withhold their written consent for Parent to file any Tax Returns inconsistently with the foregoing so long as the Closing Equity Proceeds as finally determined are calculated by assuming such reporting positions described in the foregoing are taken.

Pre-Closing Tax Returns. At the expense of Acquirer, Acquirer shall prepare and timely file or cause to be prepared and timely filed (ataking into account all extensions properly obtained) With respect to any all Tax Return Returns of the Company for first due after the Closing Date that include any Pre-Closing Tax Period and are indicated on Schedule 2.12(n) of the Company Disclosure Letter (such Tax Returns, the “Acquirer Prepared Returns”). Acquirer shall prepare Acquirer Prepared Returns for any taxable period that is required to be filed after ends on or before the Closing Date (a “Pre-Closing Tax Return”), the Sellers shall appoint and 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 practice of the Company, except as required by applicable to the extent consistent with Applicable Law. Tax Preparer In the case of any Acquirer Prepared Return that shows a material amount of Pre-Closing Taxes, Acquirer shall revise provide the Stockholders’ Agent with a draft copy of such Tax Return for review and comment (at least twenty (20) calendar days prior to reflect any reasonable comments received from the Sellers not later than ten (10) days before the due date thereof (taking into account all extensions properly obtained) in the case of income Tax Returns, and as soon as reasonably practicable in the case of other Acquired Prepare Tax Returns); provided, that no delay or failure on the part of Acquirer in delivering any extensions). The Purchaser such Acquirer Prepared Return shall not amend or revoke (or permit cause any of its Affiliates (including, after Company Indemnified Party to forfeit any indemnification rights under Article VIII except to the Closing, the Company) to amend or revoke) any Tax Return of extent that the Company for Stockholders are materially prejudiced by such delay or failure. Acquirer shall, in good faith, consider any taxable period ending on or before, or including, reasonable changes to any Acquirer Prepared Return suggested by the Closing Date (or any notification or election relating thereto) without the prior written consent of the Sellers.Stockholders’ Agent. ***Certain Confidential Information Omitted 51

Pre-Closing Tax Returns. Acquiror shall prepare and timely file (aor cause to be prepared and timely filed) With respect to any all Tax Return Returns of the Company Acquired Companies for any Pre-Closing Tax Period that is Periods required to be filed after the Closing Date (a “Pre-Closing Tax Return”), the Sellers shall appoint and 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 shallDate, and shall timely remit (or cause its Affiliates (including, after to be timely remitted) to the Closing, the Company) to, engage and cooperate with each appropriate Governmental Entity all Taxes reflected on such Tax Preparer Returns. To the extent such Tax Returns relate in preparing and filing whole or in part to any Pre-Closing Tax Return. The Parties Period, such Tax Returns shall instruct the Tax Preparer to provide each be prepared consistent with past practices of the Sellers Company, provided (1) such past practices reflect at least a “more likely than not” position (if such position is available), and (2) this limitation does not apply to changes made to reporting practices with respect to Transfer Pricing Matters, or to any reasonably appropriate correlative changes made in connection with such Transfer Pricing Matters. Acquiror shall provide the Purchaser Securityholders’ Agent with a copy of any each such Pre-Closing proposed income and other material Tax Return for review and comment for a reasonable period prior to the filing of such Tax Return (which, in the case of income Tax Returns shall be at least forty-five (45) 20 days prior to the due date thereof (date, taking into account any applicable extensions) for review and comment. The Sellers and validly obtained extensions of time to file); provided that any failure or delay in providing any Tax Preparer Return to the Securityholders’ Agent shall prepare, or cause to be prepared, and not relieve the Company shall timely file, or cause Stockholders of any indemnification obligations with respect 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 except to reflect the extent the Company Stockholders are actually prejudiced as a result thereof. Except in respect of the Transfer Pricing Matters, Acquiror shall consider in good faith any reasonable comments received from changes requested by the Sellers not later than ten Securityholders’ Agent with respect to any Tax Returns of the Acquired Companies for (10i) days before any taxable periods ending on or prior to the due date thereof Closing Date, or (taking into account any extensions). The Purchaser shall not amend or revoke (or permit any of its Affiliates (including, after the Closingii) with respect to a Straddle Period, the Company) to amend or revoke) portion of any Tax Return of the Company for any such 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 SellersDate.

Pre-Closing Tax Returns. (a) With respect to any Tax Return of the Company for any Pre-Closing Tax Period that is required to be filed after the Closing Date (a “Pre-Closing Tax Return”), the Sellers shall appoint and 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 Seller shall prepare, or cause to be prepared, at Seller’s expense, (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company shall timely fileCompany, or cause on the other hand (“Combined Tax Returns”) and (ii) all Tax Returns (other than any Combined Tax Return) that are required to be timely filedfiled by or with respect to the Company for taxable periods ending on or before the Closing Date regardless of when such Tax Returns are due (the Tax Returns described in this clause (ii), the “Pre-Closing Tax Returns”). All such Pre-Closing Tax Return Returns shall be prepared in a manner consistent with the past practices, elections, and methods prior practice of the Company, except as Company unless otherwise required by applicable Law. Tax Preparer Seller shall revise such provide to Buyer drafts of any Pre-Closing Tax Return to reflect any reasonable comments received from the Sellers not for Buyer’s review and comment no later than ten thirty (1030) days before the due date thereof (taking into account any extensions). The Purchaser shall not amend or revoke (or permit any in the case of its Affiliates (including, after the Closing, the Company) to amend or revoke) any a Pre-Closing Tax Return that relates to income Taxes and within a reasonable period of time prior to filing of the Company Tax Return for any taxable period ending on non-income Pre-Closing Tax Returns. Seller shall consider in good faith any comments provided by Buyer to any Pre-Closing Tax Returns described in this Section 7.8(c) that are provided to Seller at least seven (7) days prior to the due date (or, in circumstances where drafts of any non-income Pre-Closing Tax Returns have been provided fifteen (15) or beforefewer days to the due date, at least two (2) days prior to the due date) and thereafter shall execute and timely file or cause to be executed and timely filed all such Pre-Closing Tax Returns and shall pay or cause to be paid the Taxes shown as payable thereon (to the extent that any such Taxes were not otherwise included in the calculation of Net Working Capital, Company Taxes Payable, or including, otherwise in determining the Closing Date (Cash Payment, in which case, Buyer shall pay or cause to be paid any notification or election relating thereto) without the prior written consent of the Sellerssuch Taxes).

Pre-Closing Tax Returns. (a) With respect to The Company shall be responsible for the preparation and filing of any Tax Return of the Company that is required to be filed on or before the Closing Date. Each such Return shall be true and correct in all material respects and shall be completed in accordance with applicable Law and past practice (except to the extent inconsistent with applicable Law). Parent shall be responsible, at the sole expense of the Company Stockholders as a claim by Parent against the Company Stockholders pursuant to Article VIII, for the preparation and filing of any Pre-Closing Tax Period Return of the Company that is required to be filed after the Closing Date that is for any period ending on or before the Closing Date (a the “Pre-Closing Tax ReturnReturns”), and each such Return shall be true and correct in all material respects and shall be completed in accordance with applicable Law and consistent with past practice (except to the Sellers extent inconsistent with applicable Law). Notwithstanding anything to the contrary herein, the parties agree that no Return of the Company for which Parent is responsible pursuant to this Agreement shall appoint reflect any carryback of Tax assets or attributes of the Company to any Tax period or portion thereof ending on or prior to the Closing Date. For the avoidance of doubt, Pre-Closing Returns shall include final income Tax Returns required to be filed after the Closing Date in all relevant jurisdictions with respect to any taxable period ending on the Closing Date. The Company shall permit Parent, and engageParent shall permit the Representative, at the Sellers’ expenseto review and comment on each such income or material sales Tax Return described in this Section 6.16(a) during a reasonable period prior to filing, a professional tax preparation firm (“Tax Preparer”) of its choosing to prepare and shall not 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 income or material sales Tax Return without the other party’s prior written approval (not to be unreasonably withheld, delayed or conditioned). For purposes of this paragraph, a reasonable period shall be at least forty-forty five (45) calendar days prior to the due date thereof (taking into account any applicable including extensions) for review and comment. The Sellers and Tax Preparer shall prepare, or cause filing any Return with respect to be preparedincome Taxes, 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 at least ten (10) calendar days before prior to the due date thereof (taking into account including extensions) for filing 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 other material sales 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 SellersReturn.

Pre-Closing Tax Returns. (a) With respect Seller shall cause to any be prepared and filed, at Seller’s expense, all Tax Return of Returns for the Company for any Pre-Closing Tax Period that is required Acquired Companies which are to be filed after the Closing Date (a giving effect to any properly obtained extension) for any Pre-Closing Tax Period. All Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax Return”), ) shall be prepared in all material respects in accordance with applicable Tax Law and the Sellers past practice of the Acquired Companies in filing their Tax Returns. Seller shall appoint provide OpCo Purchaser (with respect to the OpCo Acquired Companies) and engage, at PropCo Purchaser (with respect to the Sellers’ expense, PropCo Acquired Companies) with a professional tax preparation firm copy of each Pre-Closing Tax Return no later than thirty (“30) days prior to the date such Pre-Closing Tax Preparer”Return is due (giving effect to any properly obtained extension) of its choosing to prepare and file any such Tax Return. Without limiting for the generality of Section 7.4, the Purchaser shallapplicable Purchaser’s review, and Seller shall cause its Affiliates (including, after the Closing, the Company) to, engage and cooperate consider in good faith any comments provided by such Purchaser with each respect to such Tax Preparer in preparing and filing any Pre-Closing Tax Return. The Parties shall instruct the Tax Preparer to provide each None of the Sellers and the Purchaser with a copy Purchasers or any of their respective Affiliates shall file, amend or otherwise modify any such Pre-Closing Tax Return at least forty-five or Straddle Period Tax Return (45except as provided for under Section 18(c)) days without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), to the due date thereof (taking into account extent any applicable extensions) for review and comment. The Sellers and Tax Preparer shall preparesuch filing, amendment or cause other modification would reasonably be expected to be prepared, and the Company shall timely file, or cause to be timely filed, such Pre-Closing Tax Return result 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 liability 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 Seller or revoke (or permit any of its Affiliates (including, after including pursuant to 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 Sellersindemnification obligations set forth in Section 18(a)(i)).