Common use of Preparation and Filing of Tax Returns; Payment of Taxes Clause in Contracts

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders Sellers shall file prepare or cause to be filed prepared all income Tax Returns (federal, state, local or otherwise) of the Company Entities for any Acquired Party for all taxable periods period that end ends on or before prior to the Closing Date that are due to be filed (taking into account extensions) after the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Taxes shown due thereon. Such Tax Returns shall be prepared in accordance with the past custom and practice of the Company Entities in preparing their Tax Returns except as otherwise required by applicable Law. To the extent any such Tax Return is required to be filed by a Company Entity, the Sellers shall deliver such Tax Return to the Company at least thirty (30) Business Days prior to the due date for filing such Tax Return (taking into account extensions), and the Company will thereupon timely file or cause to be timely filed such Tax Return. The Sellers shall provide a copy to Purchaser of, and permit Purchaser to review and comment on, each such Tax Return at least fifteen days in the case of income Tax liabilities Returns, and at least fifteen (15) days in excess the case of all amounts already paid other types of Tax Returns, prior to filing, and Sellers shall incorporate any timely and reasonable comments requested by Purchaser to the extent such comments and the related Tax treatment (i) are in accordance with respect thereto or properly accrued or reserved with respect thereto applicable Tax Law, (ii) could have any material effect on the Financial Statementsamount of Taxes in any post-Closing period for which Purchaser is liable, and (iii) with respect will not materially increase the amount of Taxes for the Sellers for any Pre-Closing Tax Period or the portion of any Straddle Period prior to the Company's operations for all periods through and including the Closing Date. (b) AmPaM Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all separate Tax Returns ofof the Company Entities for any Straddle Period that are due after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. To the extent that includesuch Tax Returns relate to the portion of any Straddle Period ending on the Closing Date, such Tax Returns shall be prepared in accordance with the past custom and practice of the Company Entities in preparing its Tax Returns except as otherwise required by applicable Law. Purchaser shall permit the Sellers to review and comment on the applicable portion of each such Tax Retur relating to the Pre-Closing Tax Period at least ten (10) days prior to filing, and Purchaser shall incorporate any Acquired Party timely and reasonable comments requested by any Seller to the extent such comments and the related Tax treatment (i) are in accordance with applicable Tax Law, (ii) could have any material effect on the amount of Taxes in any Pre-Closing Tax Period for all taxable periods ending which the Sellers are liable, and (iii) will not materially increase the amount of Taxes for Purchaser or any Company Entity for any Tax Period beginning after the Closing Date or the portion of any Straddle Period after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. Until the Closing Date, the Seller (ai) The Companyshall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries which are due prior to the Closing Date (taking into account extensions for timely filing that are granted or allowed), but in the case of the Subsidiaries only if possible, or otherwise the Stockholders shall file or cause such return first became due to be filed after the Chicago Closing Date or the Aladdin Closing Date, as applicable, and the Seller has Knowledge that such Tax Return is required to be filed and (ii) shall make commercially reasonable efforts to cause the Subsidiaries to promptly prepare and file all income Tax Returns of the Subsidiaries which, to the Knowledge of the Seller, are delinquent and not yet filed as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. The Seller shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in clause (i) of the preceding sentence, and shall make commercially reasonable efforts to cause the Company and the Subsidiaries promptly to pay tax obligations of the Subsidiaries which, to the Knowledge of the Seller, are delinquent as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. After the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (federalincluding returns for estimated Taxes) for the Company and the Subsidiaries that are due after the Closing Date (taking into account extensions for timely filing that are granted or allowed), state, local or otherwise) of any Acquired Party for all taxable and that include periods that end on or before the Closing Date, . The Purchaser shall cause the Company and shall permit AmPaM the Subsidiaries to review timely pay all such Taxes shown to be due and payable on Tax Returns prior referred to such filingsin the preceding sentence. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, Neither party may amend any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action the amended Tax Return would result in additional adversely affect the other party's Tax liabilities payable by any of liability or obligations hereunder without the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each written consent of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsparty. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possibleat its expense, or otherwise the Stockholders shall prepare and timely file or shall cause to be prepared and timely filed all income Tax Returns of the Company required to be filed (federaltaking into account extensions) prior to the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the Company’s past practice, stateexcept as required by applicable Law. (b) The Buyer shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns for the Company that are due after the Closing Date. The Buyer shall make all payments required with respect to any such Tax Returns; provided, local however, that the Buyer shall be indemnified in accordance with Section 7.1(d) to the extent any payment the Buyer is required to make relates to the operations of the Company for any period (or otherwiseportion thereof) of any Acquired Party for all taxable periods that end ending on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect Date to the Company's operations extent such Taxes are not accounted for all periods through and including in determining the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing DateNet Working Capital. (c) Unless Any Tax Return to be prepared and filed for taxable periods that include any period before the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return, except as required by applicable law, regulations or government proceedings, AmPaM Law. The Buyer shall not take any action, provide the Company Equityholder Representative with a copy of each proposed income Tax Return including any amendment of a period prior to the Closing Date (and such additional information regarding such Tax Return as may reasonably be requested by the Company Equityholder Representative) for review and comment at least forty-five (45) days prior to the filing of any Acquired Party, if such action would result Tax Return. The Buyer shall consider in additional Tax liabilities payable by any good faith all comments of the Stockholders for periods Company Equityholder Representative with respect to the portion of the period ending on or prior to the Closing Date. (d) Each party hereto shallThe Buyer shall be indemnified for any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including notary fees) arising in connection with the consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) to the extent provided in Section 7.1(d). The Company Equityholder Representative, on behalf of the Company Equityholders, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request Buyer will cooperate in filing any Returnall necessary Tax Returns and other documentation with respect to all such Taxes, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation fees and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnscharges. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise PKI shall be responsible for the Stockholders shall file or cause to be filed preparation and filing of all income Tax Returns for Sellers for all periods (federalincluding the consolidated, stateunitary and combined Tax Returns for Sellers, local which include the operations of the Business for any period ending on or otherwisebefore the Closing Date) and for all Tax Returns of any the Acquired Party Companies for all taxable periods that end on or before the Closing Date, and . Sellers shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns. Buyer shall promptly reimburse Sellers for the Company's operations for all amount of any such Taxes paid by Sellers to the extent such Taxes, if any, are attributable (as determined under Section 8.2 hereof) to periods through and including following the Closing DateDate or were included as an accrual, reserve or provision reflected in the Final Working Capital Statement. Any Tax Return that is the responsibility of PKI under this Section 8.1(a) for which Buyer may be obligated to reimburse Seller hereunder or that is a separate Tax Return required to be filed after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return, and PKI shall consult with Buyer concerning each such Tax Return in good faith. (b) AmPaM Buyer shall file or cause be responsible for the preparation and filing of all other Tax Returns for the Business that are required to be filed all separate Returns of, or that include, any Acquired Party for all after the Closing Date with respect to taxable periods ending on or including the Closing Date. Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that PKI shall promptly reimburse Buyer for the amount of any such Taxes to the extent such Taxes are attributable (as determined under Section 8.2 for any taxable period beginning before the Closing Date and ending after the Closing Date) to periods or portions thereof ending on or before the Closing Date, except to the extent the amount of such Taxes was included as an accrual, reserve or provision reflected in the Final Working Capital Statement. No payment pursuant to this Section 8.1(b) shall excuse PKI from its indemnification obligation pursuant to Section 6.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns that are the responsibility of the Sellers exceeds the amount of PKI’s payment under this Section 8.1(b). (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Any Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable to be prepared and filed by any of the Stockholders Buyer for taxable periods ending on or including the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return, and Buyer shall consult with PKI concerning each such Tax Return in good faith; provided, however, that if Buyer is advised by counsel or otherwise determines in good faith after consultation with PKI that the filing of any such Tax Return and the reporting on such Tax Return in accordance with the last previous similar Tax Return is likely to subject Buyer to any penalties or is otherwise inconsistent with applicable law, Buyer may file such Tax Return without regard to last previous similar Tax Return relating to such item. Buyer shall provide PKI with a copy of each proposed draft of any such Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by PKI) at least thirty (30) days prior to the Closing Datefiling of such Tax Return. (d) Each party hereto shallAll payments related to any transfer, sales, use, conveyance, recording, registration, documentary, filing and other non-income Taxes, except for VAT, and shall cause its subsidiaries and Affiliates to, provide to each administrative fees arising in connection with the consummation of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsbe split equally between Buyer and PKI, except as otherwise set forth herein. All stamp duties shall be paid by Buyer. (e) Each Buyer shall be responsible for the payment of any and all Taxes not incurred in the Company, AmPaM and each Stockholder shall comply with Ordinary Course of Business attributable to the tax reporting requirements acts or omissions of Section 1.351-3 of Buyer or Buyer’s Affiliates occurring after the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized Closing on the receipt of cash or other property under Section 351(b) of the CodeClosing Date.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanySellers shall prepare and timely file or shall cause to be prepared and timely filed (i) all Tax Returns for the Sellers for all periods, if possible(ii) all Tax Returns for any Income Taxes of any Business Subsidiary and any Operating Subsidiary for all Pre-Closing Tax Periods, or otherwise and (iii) all other Tax Returns of any Business Subsidiary and any Operating Subsidiary required to be filed (taking into account extensions) prior to the Stockholders Closing Date. The Sellers shall file make or cause to be filed made all income Tax Returns (federal, state, local or otherwise) of payments required with respect to any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior pursuant to this Agreement. The Buyer shall promptly reimburse the Sellers for the amount of any such filings. Unless Taxes paid by the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect Sellers to the Company's operations for all periods through and including extent such Taxes are not Pre-Closing Taxes to the Closing Dateextent that Buyer is so required pursuant to this Agreement. (b) AmPaM The Buyer shall prepare and timely file or shall cause to be prepared and timely filed all separate other Tax Returns offor the Business. The Buyer shall make all payments required with respect to any such Tax Returns; provided, or however, that includesubject to Section 8.1(c), the Sellers shall promptly reimburse the Buyer to the extent any Acquired Party for all taxable periods ending after payment the Buyer is required to make is a Pre-Closing DateTax. (c) Unless The Buyer shall provide the Sellers with the Buyer’s calculations regarding the amount of any Taxes which the Buyer determines has given rise to a right of indemnification pursuant to Section 8.2 hereof in sufficient detail and particularity to enable the Sellers to verify the amount of the required by applicable law, regulations or government proceedings, AmPaM indemnification. The Buyer shall not take any action, including any amendment also provide the Sellers with a copy of a each proposed Tax Return of any Acquired Party, if (and such action would result in additional information regarding such Tax liabilities payable Return as may reasonably be requested by any of the Stockholders for periods ending on or Sellers) at least thirty (30) days prior to the Closing Datedue date for such Tax Return to the extent possible in light of the number of days between the end of the applicable Tax period and the due date for the Tax Return. No later than fifteen (15) days prior to the due date for filing of such Tax Return (or as soon as practicable following Buyer’s provision of the Tax Return to Sellers where Buyer has provided the Tax Return less than thirty (30) days before the due date for the Tax Return), the Sellers shall notify the Buyer of any reasonable objections the Sellers may have to the Buyer’s calculations regarding the amount of such Taxes which the Buyer determined has given rise to a right of indemnification pursuant to Section 8.2 hereof and to any items set forth in such draft Tax Returns. The Buyer and the Sellers agree that any such objections shall be resolved in a manner consistent with the past practices with respect to such items unless (i) required by law or (ii) pursuant to the advice of Buyer’s tax counsel, provided, however, that if the Sellers object to the advice of Buyer’s tax counsel, the parties agree to consult and resolve in good faith any such objection and the parties further agree that if they are unable to resolve such objection, they will submit the dispute to binding arbitration in accordance with the provisions of Section 7.3(e) of this Agreement. (d) Each party hereto shallAny transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries other non-Income Taxes and Affiliates toadministrative fees (including, provide to each without limitation, notary fees) arising in connection with the consummation of the other parties hereto such cooperation transactions contemplated by this Agreement (“Transfer Taxes”) shall be paid as follows: (i) the first $150,000 of Transfer Taxes shall be paid by the Buyer and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning (ii) the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation amount of any documents or information so provided. Subject to Transfer Taxes in excess of $150,000 shall be paid equally by the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsBuyer and the Sellers. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise Seller shall be responsible for the Stockholders shall file or cause to be filed preparation and filing of all income Tax Returns relating to the direct or indirect ownership or operation of the Acquired Assets or the Business for (federal, state, local or otherwisei) of any Acquired Party for all taxable periods that end ending on or before prior to the Closing Date, and shall permit AmPaM (ii) any taxable period that begins before, and ends after the Closing Date, to review all the extent such Tax Returns prior to such filings. Unless the Company Return is a C corporationTax Return of Seller (including a consolidated, the Stockholders unitary or combined Tax Return of Seller). Seller shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns. Buyers shall be responsible, and shall promptly reimburse Seller, for the Company's operations amount of any such Taxes paid by Seller to the extent such Taxes are attributable (as determined in accordance with Section 8.2(b) hereof) to the direct or indirect ownership or operation of the Acquired Assets or the Business for all taxable periods through and including (or portions thereof) beginning after the Closing Date. (b) AmPaM Buyers shall file be responsible for the preparation and filing of all other Tax Returns relating to the direct or cause indirect ownership or operation of the Acquired Assets or the Business. Buyers shall make all payments required with respect to any such Tax Returns. Seller shall be filed all separate Returns ofresponsible, and shall promptly reimburse Buyer, for the amount of any such Taxes paid by Buyers to the extent such Taxes are attributable (as determined in accordance with Section 8.2(b) hereof) to the direct or that include, any indirect ownership or operation of the Acquired Party Assets or the Business for all taxable periods ending after the Closing Date. (cor portions thereof) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (dc) Each party hereto shallAll transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries other such Taxes and Affiliates to, provide to each administrative fees (including notary fees) arising in connection with the consummation of the other parties hereto such cooperation transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne 50% by Buyers and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes50% by Seller. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party The Party that is legally required to file Returns pursuant a Tax Return relating to this Agreement such Transfer Taxes shall bear all costs of be responsible for preparing and timely filing such ReturnsTax Return, and the other Party shall cooperate in such preparation and filing to the extent required by applicable Law. (d) Buyers shall be responsible for the payment of any and all Taxes not incurred in the Ordinary Course of Business attributable to the acts or omissions of Buyers or Buyers’ Affiliates occurring after the Closing beginning on the Closing Date. (e) Each of After consultation with Seller, Buyers shall be authorized to withhold from the Companyamounts payable hereunder any Taxes that are required to be withheld from such amounts under applicable Law. For all purposes, AmPaM such Taxes withheld and each Stockholder shall comply with paid to the tax reporting requirements of Section 1.351-3 of applicable Taxing Authorities will be treated as having been paid by Buyers to the Treasury Regulations promulgated applicable payee under the Code, and treat the transaction as a tax-free contribution under Section 351(a) terms of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codethis Agreement.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders Seller shall file prepare or cause to be filed prepared all income Tax Returns (federal, state, local or otherwise) for any Income Taxes of the Company and any Acquired Party Subsidiary for all taxable periods that end on or before the Closing Date. The Seller shall pay to the Purchaser all Taxes, and shall permit AmPaM to review all if any, imposed on the Company in respect of each such Tax Returns Return to the extent such Taxes are not accounted for in determining the Working Capital as of the Closing, at least 5 days prior to the due date for such filingsTaxes. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM The Purchaser shall file or cause to be filed each such Tax Return and remit the Taxes due to the appropriate Governmental Entity. (b) The Purchaser shall prepare or cause to be prepared and file all separate other Tax Returns of, or that include, any Acquired Party for all taxable periods ending of the Company and the Subsidiaries required to be filed after the Closing Date, and shall pay all Taxes shown thereon or otherwise imposed on or payable by the Company or the Subsidiaries after the Closing Date; provided, however, that within fifteen (15) days after the date on which the Purchaser pays or caused to be paid any such Taxes, the Seller shall reimburse the Purchaser to the extent any payment the Purchaser is required to make relates to the operations of the business of the Company or any Subsidiary for any period ending (or deemed pursuant to Section 12.2(b) to end) on or before the Closing Date to the extent such Taxes are not accounted for in determining the Working Capital as of the Closing. (c) Unless Any Tax Return to be prepared and filed for Taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return unless otherwise required by a Legal Requirement. The Purchaser shall provide the Seller with a copy of each such proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Seller for review and comment) at least 15 days prior to the filing of such Tax Return in the case of income Tax Returns, and in such period of time prior to filing as the Purchaser shall reasonably determine to be practicable in the case of other Tax Returns. The Purchaser shall report all items with respect to the portion of the period ending on the Closing Date in accordance with the instructions of the Seller to the extent such reporting is allowable without risk of the imposition of penalties or additions to Tax as determined by the Purchaser in consultation with its Tax advisors. (d) Any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-Income Taxes and administrative fees (including, without limitation, notary fees) arising in connection with the consummation of the transactions contemplated by this Agreement shall be shared equally between the Purchaser, on the one hand, and the Seller, on the other, and each shall be responsible for one-half of such Taxes. Notwithstanding anything herein to the contrary, in no even shall the Purchaser or the Company be responsible for any income or capital gains Taxes or Taxes based on income, gains, or gross receipts of the Seller or its members. The party required by Law to do so will file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges and, if required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request will join in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation execution of any documents such Tax Returns and other documentation. In addition, Seller shall be solely responsible for any and all Taxes, including, but not limited to, withholding Taxes, interest and penalties related in any way to any and all compensatory payments made to employees or information so provided. Subject to any other Person made by Seller (or the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (eCompany or its Subsidiaries) Each of the Company, AmPaM and each Stockholder shall comply in connection with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codetransactions contemplated hereunder.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The CompanyAt their expense, if possible, or otherwise the Stockholders Target shall prepare and timely file or shall cause to be prepared and timely filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, Target and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending APN due on or prior to the Closing Dateand all Tax Returns for Income Taxes for all Pre-Closing Tax Periods. The Members shall make or cause to be made all payments required with respect to any such Tax Returns to the extent any such Taxes are not included in the Closing Accrued Tax Amount. Unless otherwise required by Law, all Tax Returns shall be filed in a manner consistent with past practice and on a basis consistent with the last previous similar Tax Return. (dii) Each party hereto shallAt its expense, Purchaser shall prepare and timely file or shall cause its subsidiaries to be prepared and Affiliates totimely filed, provide all Tax Returns for Target and the Surviving Corporation required to each of be filed after the other parties hereto Closing Date except for Tax Returns required to be filed by the Target Parties under Section 6.09(a)(i). Purchaser shall make or cause to be made all payments required with respect to any such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating subject to rulings the reimbursement rights specified below. Target shall inform Purchaser of any past practices affecting the Tax Liability of Target or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of propertyMembers, which Purchaser will continue to follow for any Tax Return covering a Straddle Period provided that the past practices are reasonable and do not subject Purchaser to adverse Tax consequences. In absence of such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost information, Purchaser will use common Tax practices and professional Tax judgment to provide explanation of any documents or information so provided. Subject to prepare Target’s Tax Returns covering the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsStraddle Period. (eiii) Each In the case of Taxes that are payable with respect to a taxable period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), the portion of any such Tax that is allocable to the portion of the Companyperiod ending on and including the Closing Date (and which Taxes shall be borne by the Members) shall be: (A) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, AmPaM tangible or intangible), deemed equal to the amount which would be Payable if the taxable year ended on and each Stockholder shall comply with included the tax reporting requirements of Section 1.351-3 Closing Date (an interim closing of the Treasury Regulations promulgated under books); and (B) in the Codecase of Taxes imposed on a periodic basis with respect to the assets of Target or APN, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on and treat including the transaction as Closing Date and the denominator of which is the number of calendar days in such Straddle Period. (iv) At least 15 days prior to the date on which any Straddle Period Tax Return is to be filed, the Purchaser shall submit such Tax Return to the Member Representative for the Member Representative’s review and approval, which approval will not be unreasonably withheld, conditioned or delayed; and shall be deemed granted if no written objection is received within such 15 day period. If Member Representative timely objects to the filing of any such Straddle Period Tax Return, Purchaser and the Member Representative shall use their commercially reasonable efforts to negotiate a tax-free contribution under Section 351(aresolution of such objections, provided that if a resolution is not reached within ten (10) days following Purchaser’s receipt of the Code subject Member Representative’s written objection, Purchaser may proceed to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codefile such Straddle Period Tax Return without change.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) At their expense, the Target Parties shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns for Target and Telemed due on or prior to the Closing. The Company, if possible, or otherwise the Stockholders Target Parties shall file make or cause to be filed made all income payments required with respect to any such Tax Returns. Unless otherwise required by Law, all Tax Returns shall be filed in a manner consistent with past practice and on a basis consistent with the last previous similar Tax Return. (federalii) At its expense, stateParent shall prepare and timely file or shall cause to be prepared and timely filed, local all Tax Returns for the Surviving Corporation required to be filed after the Closing Date. Parent shall make or otherwise) cause to be made all payments required with respect to any such Tax Returns, subject to the reimbursement rights specified below. The Target shall inform Parent of any Acquired Party past practices affecting the Tax Liability of Target or the Stockholders, which Parent will continue to follow for all any Tax Return covering the Straddle Period provided that the past practices are reasonable and do not subject Parent to adverse Tax consequences. In absence of such information, Parent will use common Tax practices and professional Tax judgment to prepare Target’s Tax Returns covering the Straddle Period. (iii) In the case of Taxes that are payable with respect to a taxable periods period that end begins on or before the Closing DateDate and ends after the Closing Date (a “Straddle Period”), the portion of any such Tax that is allocable to the portion of the period ending on and including the Closing Date (and which Taxes shall be borne by Target) shall be: (A) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be payable if the taxable year ended on and included the Closing Date (an interim closing of the books); and (B) in the case of Taxes imposed on a periodic basis with respect to the assets of Target or any of its Subsidiaries, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on and including the Closing Date and the denominator of which is the number of calendar days in such Straddle Period. (iv) At least 15 days prior to the date on which any Straddle Period Tax Return is to be filed, the Parent shall submit such Tax Return to the Stockholder Representative for the Stockholder Representative’s review and approval, which approval will not be unreasonably withheld, conditioned or delayed; and shall permit AmPaM be deemed granted if no written objection is received within such 15 day period; provided that in the event the Stockholder Representative objects (or does not provide its approval) to review all the filing of any such Straddle Period Tax Returns prior to Return and Parent submits such filings. Unless the Company is a C corporationStraddle Period Tax Return notwithstanding such objection, the Stockholders shall pay or cause not be liable to be paid all income Parent for any amounts arising from the filing of such Straddle Period Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing DateReturn. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The CompanyExcept as set forth below in section (ii), if possible, or otherwise the Stockholders Buyer shall prepare and timely file (or cause to be filed prepared and timely filed) all income Tax Returns (federal, state, local or otherwiseother than Parent Consolidated Tax Returns) of any Acquired Party for all taxable periods that end on or before required to be filed after the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Date by any Business Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations Business. With respect to any such Tax Return for or including a Pre-Closing Tax Period, Buyer shall deliver to Parent for its review, at least thirty days prior to the due date for the filing of such Tax Return (taking into account any applicable extensions), a copy of such Tax Return, together with any additional information that Parent may reasonably request. Parent shall have the right to review such Tax Return and any such additional information prior to the filing of such Tax Return, and Buyer shall consider in good faith Parent’s comments to such Tax Returns submitted by Parent at least five days prior to the due date of such Tax Return. (ii) For purposes of this Agreement (including for purposes of determining Closing Indebtedness) and allocating Taxes that are attributable to a Pre-Closing Tax Period, (A) all deductions of the Business Companies arising as a result of the payment, discharge or satisfaction of Closing Indebtedness or Business Expenses shall, to the extent such position is more likely than not correct under applicable Law, be allocated to a Pre-Closing Tax Period; (B) in the case of income Taxes and all other Taxes for a Straddle Period that are not imposed on a periodic basis, such Taxes shall be allocated to a Pre-Closing Straddle Period as if the taxable years or periods through of the Business Companies ended on the Closing Date based on the interim closing of the books (for such purpose, the taxable period of any controlled foreign corporation or passthrough entity in which any Business Company holds a direct or indirect beneficial interest shall be deemed to terminate at such time); and (C) in the case of any Taxes that are imposed on a periodic basis, the amount of such Taxes allocated to a Pre-Closing Tax Period shall equal the amount of such Taxes for the Straddle Period multiplied by a fraction, the numerator of which shall be the number of calendar days from the beginning of the period up to and including the Closing DateDate and the denominator of which shall be the number of calendar days in the entire period. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders Acquiror shall prepare and file or cause to be prepared and filed all income Tax Returns (federal, state, local or otherwise) of the Company for any Acquired Party for all taxable periods that end Taxable period ending on or before the Closing DateDate and that portion of any Straddle Period ending on the Closing Date (together, and shall permit AmPaM a “Pre-Closing Tax Period”) that are filed after the Closing Date and, subject to review all such Tax Returns prior to such filings. Unless the Company is a C corporationindemnification obligations hereunder, the Stockholders shall pay or cause to be paid all Taxes due with respect to such Tax Returns. Acquiror shall provide the Company Holders’ Agent copies of all income Tax liabilities Returns and all other material Tax Returns for any Pre-Closing Tax Period that reflects a Tax for which the Company Stockholders are responsible for pursuant to this Agreement at least ten (10) days prior to their filing, shall permit the Company Holders’ Agent to review and comment on each such Tax Return prior to filing and shall consider in excess good faith all reasonable comments made by the Company Holders’ Agent in writing. Acquiror will not, and will not cause or permit the Company and Company Subsidiaries to, amend any Tax Return of all amounts already paid with respect thereto the Company or properly accrued any Company Subsidiary or reserved with respect thereto on the Financial Statements) make or change any Tax election with respect to the Company's operations for all periods through Company or any Company Subsidiary, if such action could reasonably give rise to an indemnification claim against the Company Stockholders under this Agreement without first consulting with the Company Holders’ Agent and including considering in good faith any comments of the Company Holders’ Agent. “Straddle Period” means any Tax period beginning before the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods Date and ending after the Closing Date. (c) Unless required by applicable law. With respect to Taxes of the Company relating to a Straddle Period, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return the portion of any Acquired PartyTax that is allocable to the Pre-Closing Tax Period will be determined as follows: (i) in the case of Property Taxes, if the amount of such action would result Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in additional the Pre-Closing Tax liabilities payable by any Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all other Taxes, determined as though the taxable year of the Stockholders for periods ending Company terminated at the close of business on or prior to the Closing Date. , except that exemptions, allowances or deductions that are calculated on an annual basis (d) Each party hereto shallincluding depreciation and amortization deductions), and other than with respect to property placed in service after the Closing, shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available be allocated on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsper diem basis. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) Seller shall prepare or cause to be prepared all Tax Returns (other than those relating to Transfer Taxes, which are addressed by Section 2.07) required to be filed with a Taxing Authority by or with respect to each of the Transferred Companies and their Subsidiaries for any Tax period of each such entity ending on or before the Closing Date (the “Pre-Closing Tax Returns”). The CompanyPre-Closing Tax Returns shall be prepared in a manner that is consistent with past practice, if possibleexcept as otherwise required by applicable Law or agreed by the parties in writing. (A) In the case of any Pre-Closing Tax Return that is required to be filed by any of the Transferred Companies or their Subsidiaries before the Closing Date, or otherwise the Stockholders Seller shall timely file or cause to be filed all income such Tax Returns Return with the relevant Taxing Authority. (federal, state, local or otherwiseB) In the case of any Acquired Party for all taxable periods Pre-Closing Tax Return that end on is required to be filed by Buyer or before any of its Affiliates (including the Transferred Companies and their Subsidiaries) after the Closing Date, and Seller shall permit AmPaM to review all present each such Tax Returns prior Return to Buyer for review and comment at least 30 days before the due date of such filingsTax Return (taking into account extensions). Unless the Company is a C corporation, the Stockholders shall pay or cause If Buyer delivers an objection to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) Seller with respect to the Company's operations for all periods through such Tax Return within 20 days after receipt thereof, then Seller shall consider in good faith any reasonable comments from Buyer and including the Closing Date. (b) AmPaM Buyer shall timely file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after such Tax Return in the Closing Dateform agreed by Seller in writing with the relevant Taxing Authority. (cii) Unless Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than those relating to Transfer Taxes, which are addressed by Section 2.07) required to be filed by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide with respect to each of the other parties hereto Transferred Companies and their Subsidiaries for any Straddle Period; provided, however, that, with respect to each such cooperation and information as any of them reasonably may request in filing any Tax Return, amended to the extent relating to any Pre-Closing Tax Period, such Tax Return shall be prepared in a manner that is consistent with past practice, except as otherwise required by applicable Law or claim agreed by the parties in writing. Buyer shall present each such Tax Return to Seller for refund, determining a liability for Taxes or a right to refund review and comment at least 30 days before the due date of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returnssuch Tax Return (taking into account extensions), together with any additional information that Seller may reasonably request. If Seller does not object to such Tax Return within 20 days after receipt thereof, then Seller shall be deemed to have accepted such Tax Return and Buyer shall timely file or cause to be filed such Tax Return with the relevant accompanying schedules Taxing Authority in such accepted form. If Seller delivers an objection to Buyer with respect to such Tax Return within 20 days after receipt thereof, then Buyer shall incorporate all reasonable comments submitted by Seller to such Tax Return insofar as they relate to Taxes for which Seller has the obligation to indemnify Buyer pursuant to Section 10.04(a) and Buyer shall timely file or cause to be filed such Tax Return with the relevant work papersTaxing Authority as so adjusted. Neither Buyer nor any of its Affiliates (including the Transferred Companies and their Subsidiaries) shall file an amended Tax Return which would reasonably be expected to increase Taxes for which Seller has the obligation to indemnify Buyer pursuant to Section 10.04(a) or otherwise pay to a Taxing Authority, relevant documents or agree to any waiver or extension of the statute of limitations relating to rulings Taxes with respect to, the Transferred Companies and their Subsidiaries or other determinations by Taxing Authorities and relevant records concerning the ownership and Business for a Pre-Closing Tax basis Period or a Straddle Period without the prior written consent of propertySeller which shall not be unreasonably withheld, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents conditioned or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsdelayed. (eiii) Each of All Taxes due and payable with respect to Tax Returns described in Section 7.07(a) will be paid or caused to be paid by filer to the Companyrelevant Taxing Authority, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on reimbursement by the receipt of cash or other property under party pursuant to Section 351(b) of the Code10.04.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The CompanySeller shall prepare and file, if possible, or otherwise the Stockholders shall file or cause to be filed prepared and filed, all income Tax Returns (federal, state, local or otherwise) of any Acquired Party the Transferred Company for all taxable periods Pre-Closing Tax Periods that end are due (including applicable extensions) on or before the Applicable Closing Date, . Seller shall also prepare and shall permit AmPaM file all Tax Returns for the Transferred Company that are required to review all be included in (or filed with) a Tax Return of an Affiliated Group. Any such Tax Returns prior described in this Section 7.08(a)(i) (other than Tax Returns for the Transferred Company that are required to be included in (or filed with) a Tax Return of an Affiliated Group) shall be prepared on a basis consistent with the past practices of the Transferred Company (other than any United States federal income Tax Return containing the Section 338(h)(10) Election and any state income Tax Return giving effect to such filings. Unless Section 338(h)(10) Election) unless Seller notifies Buyer in writing that a different position is required by applicable Law, and the Company is a C corporationparties mutually agree on the resolution of such issue (and each party shall reasonably endeavor to reach such mutual agreement). (ii) Buyer shall prepare and timely file, the Stockholders shall pay or cause to be paid prepared and timely filed, all income Tax liabilities Returns (other than (A) those relating to Transfer Taxes, which are addressed by Section 2.06, and (B) those that are required to be included in excess or filed with a Tax Return of all amounts already paid an Affiliated Group, which will be filed by Seller) required to be filed by the Transferred Company, or in respect of the Transferred Assets or the Business, and which are required to be filed after the Applicable Closing Date. Any such Tax Returns as are filed by the Transferred Company that include a Pre-Closing Tax Period shall be prepared on a basis consistent with respect thereto or properly accrued or reserved with respect thereto the past practices of the Transferred Company, unless Buyer notifies Seller in writing that a different position is required by applicable Law, and the parties mutually agree on the Financial Statementsresolution of such issue (and each party shall reasonably endeavor to reach such mutual agreement). With respect to any Tax Return required to be filed by Buyer for or including a Pre-Closing Tax Period, Buyer shall deliver to Seller for its approval, at least thirty days prior to the due date for the filing of such Tax Return (taking into account any applicable extensions), a statement setting forth the amount of Tax for which Seller is responsible pursuant to Section 7.08(d)(i) and a copy of such Tax Return, together with any additional information that Seller may reasonably request. Seller shall have the right to review such Tax Return, statement and additional information, if any, prior to the filing of such Tax Return, and Buyer shall reflect on such Tax Return any reasonable comments submitted by Seller at least five days prior to the due date of such Tax Return. Any Tax Return of the Transferred Company or an Asset Selling Affiliate for a Straddle Period shall, to the extent permitted by applicable Law, be filed on the basis that the relevant Tax period ended as of the close of business on the Applicable Closing Date. Neither Buyer nor any of its Affiliates (including the Transferred Company) shall file an amended Tax Return, or agree to any waiver or extension of the statute of limitations relating to Taxes, with respect to the Transferred Company's operations , the Transferred Assets, or the Business for all periods through and including a Pre-Closing Tax Period or a Straddle Period without the Closing Dateprior written consent of Seller. Neither Seller nor any of its Affiliates shall file an amended Tax Return, or agree to any waiver or extension of the statute of limitations relating to Taxes, with respect to the Transferred Company, the Transferred Assets, or the Business for a Straddle Period without the prior written consent of Buyer; provided, that no such consent shall be required where such Tax Return, or such waiver or extension, relates to a Tax Return of an Affiliated Group (or does not otherwise solely relate to the Transferred Company, Transferred Assets or the Business). (biii) AmPaM Each of Seller and Buyer shall file timely pay, or cause to be timely paid, all Taxes due and payable with respect to Tax Returns required to be filed all separate Returns ofby it under Section 7.08(a), without limiting or that includealtering any reimbursement obligation by the other party pursuant to Section 7.08(d); provided that, with respect to any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of described in Section 7.08(a)(ii) relating to any Acquired PartyPre-Closing Tax Period, if such action would result in additional Tax liabilities payable by Seller shall pay any of the Stockholders Taxes for periods ending on or which Seller has an indemnification obligation pursuant to Section 7.08(d) to Buyer no later than five days prior to the Closing Datedue date for the filing of such Tax Return. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of For any Acquired Party for all taxable periods that end period ending on or before the Closing Date, and Seller shall permit AmPaM to review all such submit the Tax Returns prior for Autopal (and any additional information regarding those Tax Returns as may reasonably be requested by Buyer) to such filings. Unless Buyer (and Autopal) for filing at least thirty (30) calendar days in advance of the Company due date of the filing to allow Buyer and Autopal to review, comment, and object to the Tax Return based on Buyer’s reasonable review. (i) All Autopal Tax Returns for taxable periods ending on or before the Closing Date shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by Law. (ii) In the event of any objection by Buyer with respect to Autopal Tax Returns for taxable periods ending on or before the Closing Date, Buyer and Seller shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute within five (5) Business Days, Buyer shall cause Autopal to file the disputed Tax Return in the manner prescribed by Seller; except if Buyer is advised by counsel that the filing of any Tax Return and the reporting on that Tax Return in the manner proposed by Seller may subject Buyer to any penalties, Buyer may cause Autopal to file that Tax Return in a C corporation, manner which shall be as consistent as possible with the Stockholders position taken by Seller but which would not subject Buyer or Autopal to a material risk of the imposition of penalties in the view of Buyer’s counsel. (iii) Seller shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any Tax Returns referred to in this Section 9.4(a). Buyer shall promptly reimburse Seller for the Company's operations for all amount of any taxes paid by Seller to the extent those Taxes are attributable (as determined under Section 9.5 hereof) to taxable periods through and including (or portions thereof) beginning after the Closing Date. (b) AmPaM Except as otherwise provided by Section 9.4(e), Buyer shall file or cause be responsible for the preparation and filing of all other Tax Returns for the Business that are due after the Closing Date and that are not legally required to be filed by Seller, including all separate Tax Returns ofrelated to Mexican Taxes related to customs, or IMMEX Program compliance, and foreign trade related matters. Buyer shall make all payments required with respect to those Tax Returns, provided that include, any Acquired Party Seller shall be responsible for all taxable periods ending after the Closing Dateportion of those Taxes as required by Section 9.5 of this Agreement. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Any Tax Return to be prepared and filed for a taxable period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”) shall be prepared on a basis consistent with the last previous similar Tax Return and in a manner consistent with applicable Law. (i) Buyer shall consult with Seller concerning each Tax Return for a Straddle Period. (ii) Buyer shall provide Seller with a copy of each proposed Tax Return (and any Acquired Party, if such action would result in additional information regarding that Tax liabilities payable Return as may reasonably be requested by any of the Stockholders for periods ending on or Seller) at least twenty (20) days prior to the Closing Datefiling of that Tax Return. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders Seller shall prepare and timely file or shall cause to be prepared and timely filed or, if necessary, submit to Buyer for filing (i) all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for Seller for all taxable Taxable periods through the close of the Tax year in which the Closing Date occurs, (ii) all Tax Returns relating to any income Taxes of each Company for all Taxable periods that end on or before the Closing Date, and shall permit AmPaM to review (iii) all such other Tax Returns of each Company required to be filed (taking into account extensions) prior to such filingsthe Closing Date. Unless the Company is a C corporation, the Stockholders Seller shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to the Company's operations for all periods through and including the Closing Dateany such Tax Returns. (b) AmPaM Buyer shall prepare and timely file or shall cause to be prepared and timely filed all separate other Tax Returns offor each Company and shall make all payments required with respect to any such Tax Returns; provided, or however, that, in the case of Taxes other than income Taxes, to the extent that include, any Acquired Party for all taxable the aggregate payments by Buyer in respect of periods ending after prior to the Closing DateDate does not match the reserve for Taxes reflected in the final Closing Net Working Capital Statement, the parties shall, promptly following the completion of payments under Tax Returns for periods which include both pre-Closing and post-Closing times, effect settlement and payment between each other such that the amount actually paid by or charged to Seller for Taxes paid subsequent to the Closing in respect of pre-Closing periods equals the amount of such reserve. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Any Tax Return to be prepared and filed for Taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return. Buyer shall provide Seller with a copy of any Acquired Party, if each proposed Tax Return (and such action would result in additional information regarding such Tax liabilities payable Return as may reasonably be requested by any of the Stockholders for periods ending on or Seller) at least 20 days prior to the Closing Date. (d) Each party hereto shallfiling of such Tax Return, and Buyer shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as consider in good faith any of them reasonably may request in filing any Return, amended Return adjustment or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations corrections suggested by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject Seller prior to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs due date of filing such ReturnsTax Return. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The CompanySeller, if possible, or otherwise the Stockholders Company and the Affiliated Entities shall prepare and file or cause to be prepared and filed (at Seller's cost and expense and, to the extent permissible under applicable Law, in a manner consistent with past practice) on a timely basis all U.S. federal and state income Tax Returns of the Company and each of the Affiliat- ed Entities that is an S Corporation or a partnership for income tax purposes for all Pre-Clos- ing Periods (federal"Seller Tax Returns"); provided, statehowever, local or otherwisethat Seller shall cooperate with Acquiror with respect to reporting any items giving rise to Acquiror Taxes (as defined in subparagraph (e)(iii)(C) of this Section 8.9) on such Seller Tax Returns and, provided further, that no later than ten days before the due date (including extensions) of any Acquired Party Seller Tax Return, Seller shall provide or cause to be provided to Acquiror, for all taxable periods that end on Acquiror's review, a copy of such Seller Tax Return. If any such Seller Tax Return includes an item which could give rise to a liability for Acquiror Taxes or before any other Taxes for which Acquiror is or could be liable pursuant to this Agreement, Seller shall not file any such Seller Tax Return without the Closing Dateprior written approval of Acquiror with respect to such item, which approval shall not unreasonably be withheld. If Acquiror does not approve any such Seller Tax Return, the manner of reporting any disputed item shall be resolved by an independent accounting firm mutually chosen by Seller and Acquiror, and shall permit AmPaM to review all such the Seller Tax Returns prior shall be filed or, if necessary, amended, in accordance with the decision of such independent accounting firm. Seller shall pay all Taxes due and payable as a result of the income on the Seller Tax Returns; provided, however, that Acquiror shall deliver to Seller the funds necessary for Seller to pay any Acquiror Taxes no later than the later of five days after Seller delivers to Acquiror copies of Tax Returns showing the amount of Acquiror Taxes owed or five days before such filings. Unless payments are due. (ii) Acquiror shall cause the Company is and each of the Affiliated Entities to prepare and file on a C corporationtimely basis all Tax Returns of the Company and each Affiliated Entity other than those Tax Returns provided for in Section 8.9(c)(i) hereof. Subject to Section 8.9(e) hereof, the Stockholders Acquiror shall pay or cause the Company and each of the Affiliated Entities to pay all Taxes shown to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through due and including the Closing Datepayable thereon. (biii) AmPaM Seller and Acquiror shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shallcooperate, and shall cause its subsidiaries their respective officers, employees, agents, auditors and Affiliates torepresentatives to cooperate, provide to in preparing and filing the Tax Returns of the Company and each of the Affiliated Entities, including maintaining and making available to each other parties hereto all records necessary in connection with Taxes payable with respect to such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a Tax Returns. Seller shall have the right to refund review all Tax Returns prepared by Acquiror with respect to Pre-Closing Periods and Straddle Periods, and Acquiror shall not file such Tax Returns without the prior written consent of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of propertySeller, which such party may possess. Each party consent shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsnot unreasonably be withheld. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanyBuyer shall prepare or cause to be prepared all Tax Returns or reports for Rotmans that must be filed after Closing for all periods of Rotmans ending on or before the Closing. Buyer shall permit the Stockholders’ Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing. Except to the extent otherwise required by law, if possiblesuch Tax Returns will, or unless requested otherwise by the Stockholders, be prepared in a manner that permits the Stockholders to obtain the benefit of installment sale tax reporting. Buyer shall file or cause to be filed each such Tax Return. The Stockholders shall pay to Buyer, and Buyer shall remit to the appropriate Governmental Entity, all income Taxes, if any, imposed on Rotmans in respect of such Tax Return. (b) Buyer shall prepare or cause to be prepared and file all other Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before Rotmans required to be filed after the Closing Date, and shall permit AmPaM to review pay all such Tax Returns prior to such filings. Unless Taxes shown thereon or otherwise imposed on or payable by Rotmans after the Company is a C corporationClosing Date; provided, however, that the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect promptly reimburse Buyer to the Company's extent any payment Buyer is required to make relates to the operations of the business of Rotmans for all periods through and including the Closing Date. any period ending (bor deemed pursuant to Section 8.4(b) AmPaM shall file to end) on or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after before the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Any Tax Return to be prepared and filed for taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return. Buyer shall provide the Stockholders’ Representative with a copy of any Acquired Party, if each proposed Tax Return (and such action would result in additional information regarding such Tax liabilities payable Return as may reasonably be requested by any of the Stockholders for periods ending on or Stockholders’ Representative) at least 20 days prior to the Closing Datefiling of such Tax Return. (d) Each party hereto shallThe Stockholders shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries other non-income Taxes and Affiliates toadministrative fees (including, provide to each without limitation, notary fees) arising in connection with the consummation of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsAgreement. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanyXxxxxx shall be responsible for the preparation and filing of all Tax Returns for Xxxxxx that relate to the Business and the Business Subsidiaries for all periods (including the consolidated, if possibleunitary, and combined Tax Returns for Xxxxxx and the Business Subsidiaries which include the operations of the Business for any period ending at or otherwise before the Stockholders Closing Time) that end at or before the Closing Time. Xxxxxx shall file make or cause to be filed made all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns. The Buyers shall, joint and severally, promptly reimburse Xxxxxx for the Company's operations for all amount of any such Taxes paid by Xxxxxx to the extent such Taxes are attributable (as determined under Section 8.1(c) hereof) to periods through and including following the Closing DateTime. (b) AmPaM The Buyers shall file or cause be responsible for the preparation and filing of all other Tax Returns for the Business and the Business Subsidiaries. The Buyers shall make all payments required with respect to be filed all separate any such Tax Returns of, or that include, (subject to the indemnification provisions of Section 8.1 hereof). Xxxxxx shall promptly reimburse the Buyers for the amount of any Acquired Party for all taxable such Taxes paid by the Buyers to the extent such Taxes are attributable (as determined under Section 8.1(c) hereof) to periods ending after prior to the Closing DateTime. (c) Unless required Any Tax Return of the Business Subsidiaries or with respect to the Acquired Assets to be prepared and filed for taxable periods beginning before the Closing Time and ending after the Closing Time shall be prepared on a basis consistent with the last previous similar Tax Return, and the Buyers shall consult with Xxxxxx concerning each such Tax Return and report all items with respect to the period ending at the Closing Time in accordance with the instructions of Xxxxxx; provided, however, that if the Buyers are advised by applicable law, regulations or government proceedings, AmPaM shall not take counsel that the filing of any action, including any amendment of a Tax Return and the reporting on such Tax Return of any Acquired Partyitem in accordance with the instructions of Xxxxxx is likely to subject the Buyers to any penalties, if including, without limitation, penalties relating to transfer price claims, the Buyers may file such action would result in Tax Return without regard to Xxxxxx’ instructions relating to such item. The Buyers shall provide Xxxxxx with a copy of each proposed Tax Return (and such additional information regarding such Tax liabilities payable Return as may reasonably be requested by any of the Stockholders for periods ending on or Xxxxxx) at least twenty (20) days prior to the Closing Datefiling of such Tax Return. (d) Each party hereto shallExcept to the extent of a Tax resulting from or attributable to a breach of Xxxxxx’ covenant in Section 9.10, the Buyers shall be responsible, joint and shall cause its subsidiaries severally, for the payment of any and Affiliates to, provide all Taxes not incurred in the ordinary course of business attributable to each the acts or omissions of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return Buyers or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis Buyers’ Affiliates occurring after the Closing at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsClosing Time. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanyPurchaser shall prepare, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Dateprepared, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporationtimely file, the Stockholders shall pay or cause to be paid timely filed, all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) Returns with respect to any Pre-Closing Tax Period the Company's operations for all periods through and including due date of which is after the Closing Date(including extensions, validly obtained) for the Company or any Subsidiary thereof. (b) AmPaM shall file or cause Any Tax Return to be prepared and filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required Date for taxable periods beginning before the Closing Date shall be prepared on a basis consistent with the past practice of the Company to the extent permitted by applicable lawLaw and its Subsidiaries in filing their Tax Returns and shall be prepared by the party historically retained by the Company to prepare such Tax Returns. For the avoidance of doubt, regulations the Transaction Tax Deductions shall be claimed on the U.S. federal (and applicable state, local, and non-U.S.) Tax Returns of the Company and its Subsidiaries for the Pre-Closing Tax Period or government proceedingsthe pre-Closing portion of any Straddle Period, AmPaM as applicable, to the greatest extent permitted by applicable Law. The Purchaser shall not take any actionprovide the Seller with a copy of such proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Seller) at least forty five (45) days prior to the filing of such Tax Return, including any amendment except that in the case of a Tax Return due within ninety (90) days following the Closing Date, the copy shall be provided to the Seller within twenty (20) days prior to the filing. The Purchaser shall accept any comments of the Seller to such Tax Returns to the extent they are reasonable and not inconsistent with the past practice of the Company and its Subsidiaries in preparing Tax Returns, and the Purchaser shall not file any Acquired Partysuch Tax Returns without the Seller's prior written consent, if such action would result in additional not to be unreasonably withheld, conditioned or delayed. The Purchaser and the Seller shall use good faith efforts to resolve any dispute regarding the preparation of Tax liabilities payable by Returns after the Closing Date for Tax periods beginning before the Closing Date (including a dispute regarding whether any of Seller's comments to such Tax Returns are reasonable or consistent with the Stockholders past practice of the Company and its Subsidiaries in preparing Tax Returns), but if they are unable to do so reasonably prior to the due date (including extensions) for periods ending filing such Tax Return for a Pre-Closing Tax Period (a "Pre-Closing Tax Return"), then the Purchaser and the Seller will submit such disagreement to a nationally recognized accounting firm acceptable to both the Purchaser and the Seller (the "Accounting Firm") for resolution so as to allow such Tax Return to be filed by the due date (including extensions) following which the Purchaser shall use commercially reasonable efforts to cause the applicable Pre-Closing Tax Return to be filed on or prior to such due date (including extensions) in accordance with the resolution of the Accounting Firm; provided, the Purchaser and the Seller shall each use reasonable best efforts to cause the Accounting Firm to resolve the disagreement reasonably prior to the due date (including extensions) for filing the applicable Pre-Closing Date. Tax Return so as to allow such Pre-Closing Tax Return to be filed by the due date (dincluding extensions); provided, further, if the Accounting Firm is not able to resolve the disagreement by the due date (including extensions) Each party hereto for filing the applicable Pre-Closing Tax Return, the Purchaser shall timely file the disputed Pre-Closing Tax Return in accordance with the Seller's position, and following resolution of the dispute, the Purchaser shall, and or shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with to the tax reporting requirements of Section 1.351extent permitted by applicable Law, to amend such Pre-3 Closing Tax Return if necessary to reflect the ultimate resolution of the Treasury Regulations promulgated under underlying dispute. The Seller and the CodePurchaser shall cause to be released from the Indemnification Escrow Funds to the Purchaser at least three (3) days prior to the due date on which Taxes for a Pre-Closing Tax Return are due to the applicable Governmental Body (including extensions) any Taxes reflected on such Tax Returns to the extent such Taxes were not included in Closing Working Capital or were not otherwise taken into account hereunder as an adjustment to the Closing Cash Proceeds, and treat the transaction as a tax-free contribution under Section 351(a) of Purchaser shall cause any amounts shown to be due on such Tax Returns to be timely remitted to the Code subject applicable Governmental Body no later than such due date (including extensions); provided, that if the Indemnification Escrow Funds is exhausted, the Purchaser shall have no recourse with respect to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codesuch Taxes.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise Buyer shall cause Monterrey to prepare and timely file all Returns of Monterrey for the Stockholders Straddle Period. Buyer shall file pay or cause Monterrey to pay all Taxes shown to be filed all income Tax Returns due and payable thereon. Not less than forty-five (federal45) business days prior to the due date for filing any Return of Monterrey (taking into account any applicable extensions) for any Straddle Period, stateBuyer shall deliver a copy of such Return to Seller for its review and comment thereon. Buyer and Seller shall make good faith efforts to agree on such calculation. Seller shall pay directly to Buyer Seller's portion of the Taxes shown to be due on any Return for any Straddle Period as determined under paragraph (b) below within ten (10) business days prior to the due date for the filing of such Return. (b) For purposes of calculating the Taxes imposed which relate to a Straddle Period, local or otherwise) the Closing Date shall be treated as the last day of a taxable period, and the portion of any Acquired Party for all such Tax that is allocable to the taxable periods period that is so deemed to end on and include the Closing Date: (i) in the case of Taxes that are either (x) based upon or before related to income or receipts or (y) imposed in connection with any sale, transfer, assignment or distribution of property (real or personal, tangible or intangible), shall be deemed equal to the amount which would be payable if the period for which such Tax is assessed ended on and included the Closing Date, and (ii) in the case of Taxes other than Taxes described in clause (i) hereof, shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is be computed on a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Dateper diem basis. (c) Unless required by applicable lawFrom the Closing Date until January 1, regulations or government proceedings2004, AmPaM Buyer and its Affiliates shall not take any actioncause (i) Monterrey to declare, including any amendment of and Monterrey will not pay, a Tax Return cash or in-kind distribution of any Acquired Partykind, and (ii) Monterrey to sell assets outside of the ordinary course of its business if such action sale would result in additional Tax liabilities payable by any of the Stockholders materially increase Monterrey's earnings and profits as calculated for periods ending on or prior to the Closing DateU.S. tax purposes. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanySellers shall be responsible for the preparation and timely filing of (1) all Tax Returns of the Sellers for all periods (including all the consolidated, if possible, unitary and combined income Tax Returns for the Sellers which include the operations of the business of the Companies and the business conducted by U.S. Seller and Mexico Seller with the U.S. Assets and the Mexico Assets for any Pre-Closing Tax Period) and (2) all Tax Returns of the Companies that are filed or otherwise the Stockholders shall file or cause required to be filed all income Tax Returns (federal, state, local or otherwise) of taking into account any Acquired Party for all taxable periods extensions that end on or before have been obtained prior to the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date; provided that, with respect to the Tax Returns referred to in clause (2), (x) each such Tax Return shall be prepared in a manner consistent with past practices, unless otherwise required by Law and (y) the Sellers shall furnish a completed copy of each such Tax Return to Buyer for Buyer’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) not later than 20 days before the due date for filing such Tax Return (including extensions thereof). In the event the Parties are unable to resolve any dispute within 10 days prior to the due date for filing such Tax Return, such dispute shall be resolved pursuant to Section 7.9, which resolution shall be binding on the Parties. (b) Following the Closing, Buyer shall be responsible for the preparation and timely filing of all Tax Returns for the Companies for any Pre-Closing Tax Period or any Straddle Period that are not covered by Section 7.1(a) and, subject to the rights to payment from the Sellers under Section 7.1(c), Buyer shall make or cause to be made all payments required with respect to any such Tax Returns. To the extent that such Tax Returns relate to a Pre-Closing Tax Period, such Tax Returns shall be prepared in a manner consistent with past practices, unless otherwise required by Law. Buyer shall furnish a completed copy of such Tax Return to the applicable Seller for such Seller’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) not later than 20 days before the due date for filing such Tax Return (including extensions thereof), together with a statement setting forth the amount of Taxes for which the Sellers are responsible pursuant to Section 7.2 (the “Tax Statement”). In the event the Parties are unable to resolve any dispute within 10 days prior to the due date for filing such Tax Return, such dispute shall be resolved pursuant to Section 7.9, which resolution shall be binding on the Parties. (c) Not later than 5 days before the due date for the payment of Taxes with respect to any Tax Return covered by Section 7.1(b), and notwithstanding any dispute as to the Tax Statement, the Sellers shall pay to Buyer an amount equal to the Taxes shown on the Tax Statement as being the responsibility of the Sellers under Section 7.2, but only to the extent that the amount of Taxes shown on the Tax Statement exceeds the amount of such Taxes that are reflected as a liability in the calculation of Closing Working Capital in the Final Closing Statement. In the event that the Sellers fail to timely make such payment, the Sellers shall be required to pay Buyer interest at the applicable statutory rate for underpayment of Taxes with respect to the amount of such Tax from the date the payment was required to be made until the date the Sellers actually pay such amount to Buyer. No payment pursuant to this Section 7.1 shall excuse the Sellers from their indemnification obligations pursuant to Section 7.2 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns that are the responsibility of the Sellers exceeds the amount of any payments by the Companies or the Sellers under this Section 7.1(c). (d) Each party hereto shallUnless otherwise required by Law, and without the applicable Sellers’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), Buyer shall not cause its subsidiaries and Affiliates to, provide to each of or permit the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject amended Tax Return with respect to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs Companies for any Pre-Closing Tax Period if the Sellers would be liable for additional Taxes as a result of filing such Returnsamendment under Section 7.2. (e) Each All transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing or similar Taxes and administrative fees (including notary fees) (“Transfer TaxesTransfer Taxes7.1(e)”) arising in connection with the consummation of the Companytransactions contemplated by this Agreement (other than any Transfer Taxes attributable to the contribution of U.S. Assets to the U.S. Company prior to Closing) shall be borne by Buyer. All necessary Tax Returns and other documentation with respect to all such Transfer Taxes shall be filed by the Party legally obligated to file such Tax Return, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gainand, if anyrequired by applicable Law, recognized on the receipt Parties will, or will cause their Affiliates to, join in the execution of cash or other property under Section 351(b) of the Codeany such Tax Returns.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanySeller shall timely prepare and file, if possible, or otherwise the Stockholders shall file or cause to be filed prepared and filed, on a basis consistent with past practice, all income Tax Returns (federal, state, local or otherwise) of with respect to the Company and the Subsidiaries for any Acquired Party for all taxable periods period that end ends on or before the Closing Date, and . Seller shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall timely pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) any Taxes due with respect to the Company's operations for all periods through and including the Closing Datesuch Tax Returns. (b) AmPaM Purchaser shall file timely prepare, or cause to be prepared, all Tax Returns with respect to the Company and the Subsidiaries for any Straddle Period (a “Straddle Period Tax Return”) and shall present such Straddle Period Tax Returns to Seller for review at least 30 days before the date on which such Straddle Period Tax Returns are required to be filed all separate Returns of, (or that include, any Acquired Party for all taxable periods ending after if the filing due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). If Seller, within ten business days after receipt of any such Straddle Period Tax Return, notifies Purchaser in writing that it objects to any of the items in such Straddle Period Tax Return for which Seller may be liable pursuant to this Agreement, Seller and Purchaser shall attempt in good faith to resolve the dispute, and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time) by an accounting firm selected by mutual agreement of Purchaser and Seller. Upon resolution of all such items, the relevant Straddle Period Tax Return will be filed, or caused to be filed, by Purchaser on that basis. Purchaser shall timely pay or cause to be paid any Taxes due with respect to such Straddle Period Tax Returns. Seller shall pay to Purchaser an amount equal to the portion of Taxes attributable to the Pre-Closing Tax Period with respect to any such Tax Return no later than five (5) days prior to the date on which such Tax Return is required to be filed (taking into account any extension granted with respect to such Tax Return). (c) Unless required by applicable lawPurchaser shall prepare and file, regulations or government proceedingscause to be prepared and filed, AmPaM shall not take all Tax Returns with respect to the Company and the Subsidiaries for any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to taxable period that begins after the Closing Date. (d) Each party hereto shall, and . Purchaser shall cause its subsidiaries and Affiliates to, provide timely pay any Taxes due with respect to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanySellers, if possibleat their expense, (i) shall prepare and timely file or otherwise shall cause to be prepared and timely filed all Tax Returns of the Stockholders Company required to be filed (taking into account extensions) prior to the Closing Date (ii) shall file prepare or cause to be filed prepared all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for the Company required to be filed after the Closing Date for all taxable periods that end on or before the Closing Date, provided, however, that in the case of both clauses (i) and (ii), the content of such Tax Returns shall permit AmPaM be subject to review the approval of the Buyer in its sole discretion. The Sellers shall provide the Buyer with a copy of each proposed Tax Return (and such additional information regarding such Tax Return as may be reasonably requested by the Buyer) at least 20 days prior to the filing due date for each such Tax Return in the case of federal and state income Tax Returns and the New Hampshire Business Enterprise Tax Return and at least five days prior to the filing due date for all other Tax Returns. The Sellers shall deliver to the Buyer at least five days prior to the payment due date, all payments associated with all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all extent such Taxes are attributable (as determined under Section 8.2 hereof) to periods through and including ending (or deemed pursuant to Section 8.2(b) to end) on or before the Closing DateDate and, to the extent such Taxes are not accounted for in a reduction of the Purchase Price, shall promptly reimburse the Buyer for the amount of such Taxes paid by the Buyer or the Company. (b) AmPaM The Buyer shall prepare and timely file or shall cause to be prepared and timely filed all separate other Tax Returns offor the Company. The Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that the Sellers shall promptly reimburse the Buyer to the extent any payment the Buyer is required to make relates to the operations of the Company for any period ending (or that include, any Acquired Party for all taxable periods ending after deemed pursuant to Section 8.2(b) to end) on or before the Closing Date. (c) Unless required by To the extent permissible under applicable lawLaw, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders to be prepared and filed for Taxable periods ending on or prior to beginning before the Closing DateDate and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return. (d) Each party hereto shallThe Sellers shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries other non-income Taxes and Affiliates toadministrative fees (including, provide to each notary fees) arising in connection with the consummation of the other parties hereto such cooperation transactions contemplated by this Agreement, including the transfers required by Section 6.1(h) and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsSection 6.1(j). (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possibleat its expense, or otherwise the Stockholders shall prepare and timely file or shall cause to be prepared and timely filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause required to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (ctaking into account extensions) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the Company’s past practice, except as required by Law. (b) The Buyer, at its expense, shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns for the Company that are due after the Closing Date. Subject to the Buyer’s rights to indemnification under Article VII, the Buyer shall make all payments required with respect to any such Tax Returns. (c) Any Tax Return to be prepared and filed for taxable periods that include any period before the Closing Date shall be prepared on a basis consistent with the past practice of the Company except to the extent the Buyer makes a reasonable determination that a position or other method of reporting in such Tax Return is not in accord with applicable Law. The Buyer shall provide the Company Equityholder Representative with a copy of each proposed income or other material Tax Return including any period prior to the Closing Date (and such additional information regarding such Tax Return as may reasonably be requested by the Company Equityholder Representative) for review and comment at least forty-five (45) days prior to the filing of such Tax Return, if such return shows a Tax due for which the Buyer makes or would reasonably be expected to make an indemnification claim pursuant to Article VII, and the Buyer shall incorporate all reasonable comments of the Company Equityholder Representative with respect to such Tax Returns. (d) Each party hereto shallThe Company Equityholders severally and not jointly shall pay any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries other non-income Taxes and Affiliates to, provide to each administrative fees (including notary fees) arising in connection with the consummation of the transactions contemplated by this Agreement by such Company Equityholder (collectively, “Transfer Taxes”). The Company Equityholders will file all necessary Tax Returns and other parties hereto documentation with respect to all such cooperation Taxes, fees and information as any of them reasonably may request charges and, if required by applicable law, the Buyer will join in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation execution of any documents or information so provided. Subject to the preceding sentence, each party required to file such Tax Returns pursuant to this Agreement shall bear all costs of filing such Returnsand other documentation. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The CompanySeller shall prepare all Tax Returns in respect of the Transferred Assets or the Business for all Tax periods ending on or before the Applicable Closing Date or that are due (including applicable extensions) before the Applicable Closing Date. Such Tax Returns shall be prepared on a basis consistent with past practice, except as required by applicable Law. Seller shall also prepare (A) all Tax Returns that are required to be included in (or filed with) a Tax Return of an affiliated, consolidated, combined, unitary or aggregate group of which Seller or any of its Affiliates is part for Pre-Closing Tax Periods and (B) any other income Tax Return of Seller or any of its Affiliates. Any Tax Returns required to be prepared pursuant to this Section 7.06(a)(i) shall be filed by Seller (except to the extent prohibited under applicable Law, in which case they shall be timely filed, or caused to be timely filed, by Buyer). With respect to any non-income Tax Return in respect of the Transferred Assets or the Business for a Tax period ending on or before the Applicable Closing Date that is filed after the Applicable Closing Date, Seller shall deliver to Buyer, at least fifteen (15) days prior to the due date for filing such Tax Return (taking into account any applicable extensions), or as soon as reasonably practicable in the event that the due date for the filing of such Tax Return is less than fifteen (15) days after the Applicable Closing Date, a copy of such Tax Return, together with any additional information that Buyer may reasonably request. Buyer shall have the right to review such Tax Return and additional information, if possibleany, or otherwise prior to the Stockholders filing of such Tax Return, and Seller shall file consider in good faith any reasonable comments submitted by Buyer at least five (5) days prior to the due date of such Tax Return. (ii) From and after the Applicable Closing Date, Buyer shall prepare and timely file, or cause to be filed prepared and timely filed, all income other Tax Returns (federalother than those relating to Transfer Taxes, statesuch Tax Returns being addressed by Section 2.06) required to be filed in respect of the Transferred Assets or the Business. With respect to any Tax Return required to be filed by Buyer with respect to a Straddle Period, local Buyer shall deliver to Seller for its approval, at least fifteen (15) days prior to the due date for the filing of such Tax Return (taking into account any applicable extensions), or otherwiseas soon as reasonably practicable in the event that the due date for the filing of such Tax Return is less than fifteen (15) of any Acquired Party for all taxable periods that end on or before days after the Applicable Closing Date, a statement setting forth the amount of Tax for which Seller is responsible pursuant to Section 7.06(c)(i) and a copy of such Tax Return, together with any additional information that Seller may reasonably request. Seller shall permit AmPaM have the right to review all such Tax Returns Return, statement and additional information, if any, prior to the filing of such filingsTax Return, and Buyer shall reflect on such Tax Return any reasonable comments submitted by Seller at least five (5) days prior to the due date of such Tax Return. Unless Any Tax Return of a Selling Affiliate for a Tax period that would otherwise be a Straddle Period shall, to the Company is a C corporationextent permitted by applicable Law, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto filed on the Financial Statements) basis that the relevant Tax period ended as of the close of business on the Applicable Closing Date. Neither Buyer nor any of its Affiliates shall file an amended Tax Return or agree to any waiver or extension of the statute of limitations relating to Taxes with respect to the Company's operations Transferred Assets or the Business for all periods through and including a Pre-Closing Tax Period or a Straddle Period without the Closing Date. prior written consent of Seller (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM which consent shall not take be unreasonably withheld, conditioned or delayed); provided that any actionfailure by Seller to consent to any such amendment, including any amendment waiver or extension that would not reasonably be expected to increase the liability of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by Seller or any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to under this Agreement shall bear all costs will be deemed unreasonable for purposes of filing such Returnsthis Section 7.06(a)(ii). (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) all income Tax Returns for any Affiliated Group of which the Company is a member and include the income of the Company for all taxable periods through the Closing Date on such returns, (federal, state, local or otherwiseii) all Tax Returns for any Income Taxes of the Company (excluding any Tax Returns described in clause (i) of any Acquired Party this Section 9.1(a)) for all taxable periods that end on or before the Closing Date, and (iii) all other Tax Returns of the Company required to be filed (taking into account extensions) prior to the Closing Date. All such Tax Returns, to the extent related to the operations of the Company, shall permit AmPaM be prepared consistent with past practice. Seller shall provide Buyer with a copy of each proposed Tax Return described in clause (ii) of this Section 9.1(a) to be filed after the Closing Date (and any such additional information regarding such Tax Return as may be reasonably requested by Buyer) a reasonable period of time prior to the filing of such Tax Return for review all and comment and Seller shall prepare such Tax Returns prior to such filingsconsistent with any comments of Buyer. Unless the Company is a C corporation, the Stockholders Seller shall pay or cause to be paid make all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns, and Buyer shall promptly reimburse Seller for the Company's operations for all amount of any such Taxes paid by Seller to the extent such Taxes are attributable (as determined under Section 9.3) to periods through and including following the Closing Date. (b) AmPaM Buyer shall prepare and timely file or shall cause to be prepared and timely filed all separate other Tax Returns offor the Company. Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that Seller shall promptly reimburse Buyer to the extent any payment Buyer is required to make relates to the operations of the Company for any period ending (or that include, any Acquired Party for all taxable periods ending after deemed pursuant to Section 9.3(b) to end) on or before the Closing Date. (c) Unless Any Tax Return to be prepared and filed for taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return, unless otherwise required by applicable law. Buyer shall provide Seller with a copy of each proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by Seller) at least fifteen (15) days prior to the filing of such Tax Return for review and comment. Buyer shall prepare such Tax Returns consistent with any comments reasonably requested by Seller. (d) Buyer shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-Income Taxes and administrative fees (including notary fees) arising in connection with the consummation of the transactions contemplated by this Agreement. Buyer will file all necessary Tax Returns and other documentation with respect to all such taxes, fees and charges, and if required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return Seller will join in the execution of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior Returns and other documentation to the Closing Date. (d) Each party hereto shallextent necessary. Buyer shall provide Seller with a reasonable opportunity to review and comment on any such proposed Tax Returns or other documentation to be executed by Seller, and Buyer shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto prepare such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit Tax Returns or other proceeding in respect documentation consistent with any comments of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsSeller. (e) Each Any Tax sharing agreement between the Company and Seller shall be terminated as of the Company, AmPaM Closing Date and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codehave no further effect for any taxable period.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Each Company, if possibleat its expense, or otherwise the Stockholders shall (i) prepare and timely file or shall cause to be prepared and timely filed all income Tax Returns of the Company and any Subsidiary required to be filed (federaltaking into account extensions) prior to the Closing Date and (ii) make all payments required with respect to any such Tax Returns. The Buyers shall prepare and timely file or shall cause to be prepared and timely filed all other Tax Returns for each Company and any Subsidiary. The Buyers shall make all payments required with respect to any Tax Returns prepared by the Buyers; provided, statehowever, local that the Seller shall promptly reimburse the Buyers to the extent any payment the Buyers are required to make relates to the operations of either Company or otherwiseany Subsidiary for any period ending (or deemed pursuant to Section 5.12(c) of any Acquired Party for all taxable periods that end to end) on or before the Closing Date, and shall permit AmPaM to review all such . Any Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause Return to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations prepared and filed for all taxable periods through and including beginning before the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return except to the extent that the Buyers make a good faith determination that a position or other method of reporting in such Tax Return is not reasonably likely to be sustained upon audit. The Buyers shall provide the Representative with a copy of each proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Representative) for review and comment at least 45 days prior to the filing of such Tax Return, in the case of income Tax Returns, and in such period of time prior to filing as the Buyers shall reasonably determine to be practicable in the case of other Tax Returns. The Buyers shall accept all reasonable comments of the Representative with respect to any period or portion thereof ending on the Closing Date. . The Buyers and the Seller shall each be responsible for the payment of one half (c1/2) Unless of any transfer (including real estate transfer), sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including notary fees) (together, such taxes, “Transfer Taxes”) arising in connection with the consummation of the transactions contemplated by this Agreement. The Seller will file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges and, if required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return the Buyers will join the Seller in the execution of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing DateReturns and other documentation. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanySeller shall, if possibleand shall procure that the other Seller Parties and the Companies will, or otherwise the Stockholders shall file prepare and timely file, or cause to be filed timely filed, all income Tax Returns of the Companies and all Tax Returns in respect of the assets, liabilities, or the operation of the Business (federal, state, local or otherwisei) of any Acquired Party for all taxable periods that end are not yet filed as at the Signing Date but due on or before the Closing DateDate or (ii) for any Tax period that ends on or before the Closing Date and are due after the Closing Date (excluding for the avoidance of doubt, any Straddle Period), and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Taxes shown on such Tax liabilities Returns or on any Tax assessment notices received by the Seller Parties (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Business or any Company's operations for all periods through and including ) or the Companies on or before the Closing Date, provided that any such Tax which is not yet paid at the Closing Date shall be deemed paid by Seller if taken into account in the determination of the Purchase Price pursuant to Sections 1.4, 1.5 and 1.6. Such Tax Returns shall be prepared in accordance with applicable Law. Seller shall, and shall procure that the Seller Parties and the Companies will, (i) provide Purchaser with copies of completed drafts of such Tax Returns timely so as to allow Purchaser to review and comment on such drafts, and (ii) incorporate any timely and reasonable comments communicated by Purchaser, provided such comments are not likely to increase Seller’s liability under this Agreement. Purchaser hereby expressly acknowledges that it shall not be entitled to file, or cause to be filed, any amendment, change or note whatsoever in relation to Tax Returns of the Companies or to Tax Returns in respect of the assets, liabilities, or the operation of the Business (i) filed on or before the Closing Date or (ii) for any Tax period that ends on or before the Closing Date and are due after the Closing Date without Seller’s consent. Notwithstanding anything herein to the contrary, Purchaser may file, or cause to be filed, an amended Tax Return to the extent required by applicable Law. (b) AmPaM Seller shall file or cause be entitled to be filed all separate Returns of, or that includerefunds received by Purchaser, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations of its Subsidiaries or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending Companies, net of all reasonable after-tax costs incurred by or imposed on Purchaser, any of its Subsidiaries, or any of the Companies with respect to such refunds, of any Taxes borne by any Seller Party or Company in relation to a period that ends on or prior before the Closing Date (the “Pre-Closing Tax Refunds”) only to the extent that the individual Pre-Closing Date. (d) Each party hereto Tax Refund exceeds EUR 25,000. Purchaser shall, and shall cause any of its subsidiaries and Affiliates Subsidiaries or any of the Companies to, provide take such reasonable steps as shall be necessary to each effectively obtain such refunds. Notwithstanding anything herein to the contrary, Seller shall not be entitled to any Pre-Closing Tax Refunds to the extent they are reflected as a receivable in the Net Working Capital in the Closing Date Accounts, and Seller’s right to receive the Pre-Closing Tax Refunds shall survive only until the expiration of the other parties hereto such cooperation and information as any relevant statute of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnslimitation. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise Seller shall be responsible for the Stockholders shall file or cause to be filed preparation and filing of all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for Seller for all taxable periods that end as to which Tax Returns are due after the Closing Date (including the consolidated, unitary and combined Tax Returns for Seller which include the operations of the Business for any period ending on or before the Closing Date, and ). Seller shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns. Buyer shall promptly reimburse Seller for the Company's operations for all amount of any such Taxes paid by Seller to the extent such Taxes are attributable (as determined under Section 9.2 hereof) to periods through and including following the Closing Date. (b) AmPaM Buyer shall file be responsible for the preparation and filing of all other Tax Returns for the Business. Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that Seller shall promptly reimburse Buyer to the extent any payment Buyer is required to make relates to the operations of the Business for any period ending (or cause deemed pursuant to be filed all separate Returns of, Section 9.2(b) to end) on or that include, any Acquired Party for all taxable periods ending after before the Closing Date. (c) Unless required Any Tax Return to be prepared and filed for taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous Tax Return, and Buyer shall consult with Seller concerning each such Tax Return and report all items with respect to the period ending on the Closing Date consistent with the past practices of the Business; provided, however, that subject to the provisions of Section 9.4 hereof, if the Buyer is advised by applicable law, regulations or government proceedings, AmPaM shall not take counsel that the filing of any action, including any amendment of a Tax Return and the reporting on such Tax Return of any Acquired Party, if such action would result item in additional Tax liabilities payable by any accordance with the past practices of the Stockholders for periods ending on Business would be likely to subject Buyer to any penalties or fines, Buyer may file such Tax Return without regard to such past practices to the extent required to avoid such penalties and fines. Buyer shall provide Seller with a copy of each proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by Seller) at least 20 days prior to the Closing Datefiling of such Tax Return. (d) Each party hereto shallBuyer and Seller shall each be responsible for the payment of one-half of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries and Affiliates to, provide to each other non-income Taxes arising in connection with the consummation of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsAgreement. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanyCompany shall at its sole cost and expense prepare and timely file all Tax Returns of the Company required to be filed (taking into account extensions) prior to the Closing Date. Such Tax Returns shall be prepared on a basis consistent with past practice, if possibleexcept as required by Law. At least forty five (45) days prior to filing any such Tax Return that is a federal or state income or other material Tax Return, or otherwise the Stockholders Company shall file submit a copy of such proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by Parent) to Parent for Parent’s review and comment and the Company shall consider in good faith any comments of Parent to such Tax Returns. (b) Parent shall prepare, or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Dateprepared, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporationtimely file, the Stockholders shall pay or cause to be paid filed, at its sole cost and expense all income other Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) Returns with respect to the Company's operations Company (or the Surviving Corporation). Such Tax Returns shall be prepared on a basis consistent with past practice, except as required by Law. If any such Tax Return reports any Stockholders’ Taxes, (i) at least forty five (45) days prior to filing any such Tax Return, Parent shall submit, or caused to be submitted, a copy of such proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by Stockholder Representative) to Stockholder Representative for Stockholder Representative’s review and Parent shall consider, or cause to be considered, in good faith any reasonable comments of the Stockholder Representative to such Tax Returns; and (ii) the Stockholders shall pay, or cause to be paid, to Parent any Stockholders’ Taxes reported on such Tax Return at least five (5) Business Days before payment of Taxes (including estimated Taxes) is due to the applicable Governmental Authority. (c) Except as required by Law, Parent shall not, and shall not allow the Company (or the Surviving Corporation) or any of their Subsidiaries, to amend any Tax Return of the Company or its Subsidiaries for a Pre-Closing Tax Period or Straddle Period or otherwise initiate (or agree to) any other matter relating to Stockholders’ Taxes without the prior written consent of the Stockholder Representative; such consent not to be unreasonably withheld or delayed. (d) No election under Section 338(g) of the Code shall be made with respect to the acquisition of the Company contemplated by this Agreement. (e) In the case of any Straddle Period, the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date shall be deemed to be: (i) in the case of all periods through real property Taxes, personal property Taxes and including similar ad valorem Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date. (bf) AmPaM Parent and the Stockholder Representative shall file or (and Parent shall cause to be filed all separate Returns of, or that include, the Surviving Corporation and its Subsidiaries to) (i) cooperate and assist each other in the preparation and timely filing of any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Partythe Company or the Surviving Corporation, if such action would result in additional Tax liabilities payable by as applicable, or any of the Stockholders their respective Subsidiaries for periods ending on a Pre-Closing Tax Period or prior to the Closing Date. Straddle Period; (dii) Each party hereto shall, cooperate and shall cause its subsidiaries and Affiliates to, provide to assist each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in Proceeding with respect to Taxes or Tax Returns of Taxes. Such cooperation the Company or the Surviving Corporation, as applicable, and information shall include providing copies of all relevant portions of relevant Returnstheir respective Subsidiaries for a Pre-Closing Tax Period or Straddle Period; (iii) make available to each other any information, together with relevant accompanying schedules and relevant work papersrecords, relevant or other documents relating to rulings any Taxes or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the CompanyCompany or the Surviving Corporation, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Codeas applicable, and treat the transaction as its Subsidiaries (including copies of Tax Returns and related work papers) for a taxPre-free contribution under Section 351(aClosing Tax Period or Straddle Period; and (iv) of the Code subject provide certificates or forms, and timely execute any Tax Returns, that are necessary or appropriate to gain, if any, recognized on the receipt of cash establish an exemption for (or other property under Section 351(breduction in) of the Codeany Transfer Tax.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanyFor any period ending on or before Closing, PKI shall submit the Tax Returns for PKI Indonesia (and such additional information regarding such Tax Returns as may reasonably be requested by Buyer) to Buyer (and PKI Indonesia) for filing at least twenty (20) business days in advance of the due date of such filing to allow Buyer and PKI Indonesia to review, comment, and object to such Tax Return based on the Buyer’s reasonable review thereof. All such PKI Indonesia Tax Returns shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by law. In the event of any objection by Buyer, Buyer and PKI shall negotiate in good faith in an attempt to resolve such objection to the reasonable satisfaction of both parties and, if possiblethey are unable to resolve such dispute within five (5) business days, or otherwise the Stockholders Buyer shall file such Tax Return in the manner prescribed by PKI; provided, however, that if Buyer is advised by counsel that the filing of any Tax Return and the reporting on such Tax Return in the manner proposed by PKI may subject Buyer to any penalties, Buyer may file such Tax Return in a manner which shall be as consistent as possible with the position taken by PKI but which would not subject Buyer or cause PKI Indonesia to a material risk of the imposition of penalties in the view of such counsel. PKI shall be filed responsible for the preparation and filing of all income Tax Returns for Sellers for all periods (federalincluding the consolidated, stateunitary, local and combined Tax Returns for Sellers which include the operations of the Business for any period ending on or otherwisebefore the Closing Date) and for all Tax Returns of any Acquired Party PKI Indonesia for all taxable periods that end on or before the Closing Date, and . Sellers shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns. Buyer shall promptly reimburse Sellers for the Company's operations for all amount of any such Taxes paid by Sellers to the extent such Taxes are attributable (as determined under Section 9.2 hereof) to periods through and including following the Closing Date. (b) AmPaM Buyer shall file or cause be responsible for the preparation and filing of all other Tax Returns for the Business. Buyer shall make all payments required with respect to any such Tax Returns, provided that PKI shall be filed all separate Returns of, or that include, any Acquired Party responsible for all taxable periods ending after the Closing Datesuch portion of such Taxes as required pursuant to Sections 6.1(c) and 9.2(c) hereof. (c) Unless required Any Tax Return to be prepared and filed for taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return, and Buyer shall consult with PKI concerning each such Tax Return and report all items with respect to the period ending on the Closing Date in accordance with the instructions of PKI; provided, however, that if Buyer is advised by applicable law, regulations or government proceedings, AmPaM shall not take counsel that the filing of any action, including any amendment of a Tax Return and the reporting on such Tax Return of any Acquired Partyitem in accordance with the instructions of PKI may subject Buyer to any penalties, if Buyer may file such action would result in Tax Return without regard to PKI’s instructions relating to such item. Buyer shall provide PKI with a copy of each proposed Tax Return (and such additional information regarding such Tax liabilities payable Return as may reasonably be requested by any of the Stockholders for periods ending on or PKI) at least 20 days prior to the Closing Datefiling of such Tax Return. (d) Each party hereto shallBuyer and PKI shall share the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries other non-income Taxes and Affiliates to, provide to each administrative fees (including notary fees) arising in connection with the consummation of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsin the manner contemplated by Section 4.1(b) hereof. (e) Each Buyer shall be responsible for the payment of any and all Taxes not incurred in the Company, AmPaM and each Stockholder shall comply with ordinary course of business attributable to the tax reporting requirements acts or omissions of Section 1.351-3 of Buyer or Buyer’s Affiliates occurring after the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized Closing on the receipt of cash or other property under Section 351(b) of the CodeClosing Date.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The Company, if possibleat its expense, or otherwise the Stockholders shall prepare and timely file or shall cause to be prepared and timely filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, and the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause Subsidiaries required to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (ctaking into account extensions) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the Company’s or such Subsidiary’s past practice. (dii) Each party hereto shall, The Buyer shall prepare and timely file or shall cause its subsidiaries to be prepared and Affiliates to, provide to each of timely filed all other Tax Returns for the other parties hereto such cooperation Company and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party Subsidiaries that are required to file Returns pursuant to this Agreement shall bear all costs of filing such be filed after the Closing Date (“Buyer Prepared Returns”). (eiii) Each All Buyer Prepared Returns that relate to Pre-Closing Tax Periods (including Straddle Periods), in each case, shall (1) be prepared and filed in a manner consistent with past practice of the CompanyCompany or its applicable Subsidiary unless otherwise required by applicable Law and (2) to the extent such Tax Return is an income Tax Return for a Pre-Closing Tax Period, AmPaM include all Transaction Deductions to the maximum extent permitted by applicable Law. Buyer shall provide drafts of any such Tax Returns described in the preceding sentence to the Company Equityholder Representative at least 30 days prior to the applicable due date for filing thereof (or, if such due date is within 30 days of the Closing Date, as promptly as practicable following the Closing Date) and each Stockholder shall comply permit the Company Equityholder Representative to review and comment on any such Tax Return prior to filing. Buyer shall consider in good faith all comments reasonably requested by the Company Equityholder Representative. To the extent Taxes are due with respect to any Buyer Prepared Returns that relate to any Pre-Closing Tax Periods (including Straddle Periods) and such Taxes were not taken into account in Closing Indebtedness to reduce the Aggregate Consideration, Buyer may recover such Taxes pursuant to Article VIII. (iv) All transfer, sales, use, stamp, conveyance, real property transfer, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including, without limitation, notary fees) arising in connection with the tax reporting requirements of Section 1.351-3 consummation of the Treasury Regulations promulgated under transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne fifty percent by the CodeCompany Equityholders and fifty percent by Buyer. The party responsible by applicable law for filing any Tax Return relating to Transfer Taxes shall be responsible for filing such Tax Return and the other party shall cooperate with the filing party in the filing of any such Tax Returns with respect to Transfer Taxes, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject including promptly supplying any information in its possession that is reasonably necessary to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codecomplete such Tax Returns.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The CompanyAt its expense, if possible, Target shall prepare and timely file or otherwise shall cause to be prepared and timely filed all Tax Returns for Target due on or prior to the Stockholders Closing. Target shall file make or cause to be filed made all income payments required with respect to any such Tax Returns (federalto the extent any such Taxes are not included in the Closing Accrued Tax Amount. Unless otherwise required by Law, stateall such Tax Returns shall be prepared in a manner consistent with past practice and on a basis consistent with the last previous similar Tax Return. At least 15 days prior to the date on which any such Tax Return is to be filed, local or otherwise) Target shall submit such Tax Return to Purchaser for Purchaser’s review and approval, which shall be deemed granted if no written objection is received within such 15 day period. If Purchaser timely objects to the filing of any Acquired Party such Tax Return, Purchaser and the Equityholder Representative shall use their commercially reasonable efforts to negotiate a resolution of such objections, provided that if a resolution is not reached within ten (10) days following the Target’s receipt of the Purchaser’s written objection, Target may proceed to file such Tax Return without change. (ii) Purchaser shall prepare and timely file or shall cause to be prepared and timely filed, all Tax Returns for the Surviving Company and for Target required to be filed after the Closing Date. Purchaser shall make or cause to be made all payments required with respect to any such Tax Returns, provided that, to the extent that any such Taxes are not included in the Closing Accrued Tax Amount, Purchaser shall be entitled to reimbursement from the Stockholders and Optionholders for (x) any such Taxes that are payable with respect to a Pre- Closing Tax Period, and (y) any such Taxes that are payable with respect to a taxable periods period that end begins on or before the Closing DateDate and ends after the Closing Date (a “Straddle Period”) and which are allocable to the Stockholders and Optionholders in accordance with Section 7.08(a)(iii) below. If any amount is due to Purchaser by the Stockholders and Optionholders pursuant this Section, then (A) Purchaser and the Equityholder Representative shall first jointly instruct the Escrow Agent to disburse such amount (which may be satisfied in cash, stock, other property or a combination thereof, at Purchaser’s discretion) from the Escrow Fund, and (B) to the extent that any amount remains due following such disbursement in accordance with clause (A), such amount shall permit AmPaM immediately be paid by the Stockholders and Optionholders by wire transfer of immediately available funds to review all such account as directed by the Purchaser. (iii) In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Tax Returns prior that is allocable to such filings. Unless the Company is a C corporation, portion of the period ending on and including the Closing Date (and which Taxes shall be borne by the Stockholders and Optionholders) shall pay be: (A) in the case of Taxes that are either (x) based upon or cause related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be paid all income Tax liabilities payable if the taxable year ended on and included the Closing Date (an interim closing of the books); and (B) in excess the case of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto Taxes imposed on the Financial Statements) a periodic basis with respect to the Company's operations assets of Target, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for all periods through the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on and including the Closing DateDate and the denominator of which is the number of calendar days in such Straddle Period. (biv) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or At least 15 days prior to the date on which any Pre-Closing Date. (d) Each party hereto shallTax Period or Straddle Period Tax Return is to be filed, the Purchaser shall submit such Tax Return to the Equityholder Representative for the Equityholder Representative’s review and approval, which approval will not be unreasonably withheld, conditioned or delayed; and shall cause its subsidiaries be deemed granted if no written objection is received within such 15 day period. If Equityholder Representative timely objects to the filing of any such Pre-Closing Tax Period or Straddle Period Tax Return, Purchaser and Affiliates tothe Equityholder Representative shall use their commercially reasonable efforts to negotiate a resolution of such objections, provide to each provided that if a resolution is not reached within ten (10) days following Purchaser’s receipt of the other parties hereto such cooperation and information as any of them reasonably Equityholder Representative’s written objection, Purchaser may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required proceed to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsPre-Closing Tax Period or Straddle Period Tax Return without change. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanySubject to Section 12.01(b) and (c), if possiblethe Purchaser and the Company shall prepare, or otherwise the Stockholders shall file or cause to be prepared, and timely file, or cause to be filed, all Tax Returns with respect to the Company or any Subsidiary required to be filed after the Closing. The Purchaser shall make, or cause to be made, all payments required with respect to any such Tax Returns. (b) Any Income Tax Return to be prepared and filed after the Closing Date for the Pre-Closing Tax Period or for a Straddle Period shall be prepared (subject to the last sentence of Section 12.01(c)) on a basis consistent with the last similar Tax Return and the agreements in Section 12.01(c). The party preparing each such Tax Return shall provide the Seller with a copy of such proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Seller) at least thirty (30) days prior to the filing of such Tax Return, except that in the case of an income Tax Return due within ninety (90) days following the Closing Date, the copy shall be provided to the Seller within ten (10) days prior to the filing. Subject to the last sentence of Section 12.01(c), the Purchaser shall accept any reasonable comments of the Seller to such Tax Returns that are consistent with the past practice of the Company and its Subsidiaries in preparing Tax Returns and that are consistent with the agreements set forth in Section 12.01(c). Unless otherwise required by Law, none of the Purchaser or any of its Affiliates shall (federalor shall cause or permit any other Person to) (i) amend, statere-file or otherwise modify any Tax Return (other than for purposes of carrying back any net operating losses) relating in whole or in part to the Company or any Subsidiary with respect to any Pre-Closing Tax Period, local (ii) extend or otherwisewaive the applicable statute of limitations or reassessment period with respect to a Tax of the Company or any Subsidiary for a Pre-Closing Tax Period; (iii) file any ruling or other request with any Governmental Body that relates to Taxes or Tax Returns of the Company or any Subsidiary for a Pre-Closing Tax Period; (iv) other than elections provided for in this Agreement, make any Tax election that has retroactive effect to any Pre-Closing Tax Period, or (v) pursue or enter into any voluntary disclosure or similar agreements with any Governmental Body regarding or affecting any Tax or Tax Returns of the Company or any Subsidiary for a Pre-Closing Tax Period, in each case, without the prior written consent of the Seller, not to be unreasonably withheld, conditioned or delayed. (c) The Seller and the Purchaser agree as follows with respect to the following Tax matters: (i) the Purchaser shall not make or cause to be made any election under Section 338(g) of the Code to the extent such election has retroactive effect prior to the Closing Date without the prior written consent of the Seller, not to be unreasonably withheld conditioned or delayed. (ii) To treat, to the maximum extent permitted by applicable Law, any Acquired Party for all taxable periods that end Transaction Tax Deductions paid or accrued on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is as deductible in a C corporation, the Stockholders shall pay period (or cause to be paid all income Tax liabilities (in excess portion of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto a Straddle Period) ending on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (biii) AmPaM shall file or cause To properly make an election under Revenue Procedure 2011-29 to be filed all separate Returns of, or deduct seventy percent (70%) of any Transaction Tax Deductions incurred by any member of the Acquired Company U.S. Group that include, any Acquired Party for all taxable periods ending after the Closing Dateare success-based fees as defined in Treasury Regulation Section 1.263(a)-5(f). (civ) Unless required by applicable law, regulations or government proceedings, AmPaM That no election shall not take any action, including any amendment of a Tax Return be made to waive the carry back of any Acquired Party, if such action would result net operating loss or other Tax attribute or Tax credit incurred or realized in additional Tax liabilities payable by a period (or portion of any of the Stockholders for periods Straddle Period) ending on or prior to the Closing DateDate by the Company or any Subsidiary of the Company. (dv) Each party hereto shallTo treat all indemnification payments under this Agreement as adjustments to the Closing Cash Proceeds for all relevant Tax purposes. Unless otherwise precluded by applicable Law or required by a determination of a Governmental Body that is final, the Seller and the Purchaser shall prepare and file all Tax Returns (and cause its subsidiaries the Company and Affiliates to, provide to each Subsidiary of the Company and each other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required applicable Affiliate to file Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. (e) Each of the Company), AmPaM and each Stockholder shall comply consistently with the tax reporting requirements of agreements set forth in this Section 1.351-3 of the Treasury Regulations promulgated under the Code, 12.01(c) and treat the transaction as a tax-free contribution under to timely make all elections in accordance with this Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code12.01(c).

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise Each Savient Company shall be responsible for the Stockholders shall file or cause to be filed all income preparation and filing of (i) its Tax Returns for all periods (federalincluding its consolidated, stateunitary, local and combined Tax Returns which include the operations of the Business for any period ending on or otherwisebefore the Closing Date) and (ii) all Tax Returns for any income or corporation Taxes of any Acquired Party each Rosemont Company for all taxable periods that end on or before the Closing Date, Date and shall permit AmPaM to review all such other Tax Returns of each Rosemont Company required to be filed (taking into account extensions) prior to such filingsthe Closing Date. Unless the Company is a C corporationThe Buyer shall make, the Stockholders shall pay or cause to be paid made, all income payments of Taxes which are payable on or after the Closing Date (whether relating to a pre-Closing or post-Closing Tax liabilities (in excess period), and the Seller shall, subject to Section 5.6(a), promptly reimburse the Buyer for the amount of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect such Taxes to the Company's operations extent such Taxes are attributable (as determined under Section 5.2) to periods ending on or before the Closing Date. The Buyer shall promptly reimburse each Savient Indemnified Party (to the extent such Savient Indemnified Party is not otherwise reimbursed) for all the amount of any Taxes of the Rosemont Companies which are assessed on and paid by such Savient Indemnified Party to the extent such Taxes are attributable (as determined under Section 5.2) to periods through and including following the Closing Date. (b) AmPaM The Buyer shall file be responsible for the preparation and filing of all other Tax Returns for the Rosemont Companies and the Business. The Buyer shall make or cause to be filed made all separate Returns ofpayments required with respect to any such Tax Returns; provided, however, that the Seller shall, subject to Section 5.6(a), promptly reimburse the Buyer to the extent any payment the Buyer is required to make relates to the operations of the Business for any period ending (or that include, any Acquired Party for all taxable periods ending after deemed pursuant to Section 5.2(b) to end) on or before the Closing Date. (c) Unless required Any Tax Return of each Rosemont Company to be prepared and filed for taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return (including, for the avoidance of doubt, by applicable lawusing any elections, regulations allowances or government proceedingsother methods of tax accounting as used by the Rosemont Companies for such previous periods), AmPaM and the Buyer shall not take consult with Savient concerning each such Tax Return and report all items with respect to the period ending on the Closing Date in accordance with the instructions of Savient; provided, however, that if any action, including of the Rosemont Companies or the Buyer is advised by counsel that the filing of any amendment of a Tax Return and the reporting on such Tax Return of any Acquired Party, if such action item in accordance with the instructions of Savient would result in additional Tax liabilities payable by be misleading or untrue or raises a significant possibility that any of the Stockholders for periods ending on Rosemont Companies or Buyer would be subject to non-de minimis penalties or fines, such Rosemont Company or Buyer, as the case may be, may file such Tax Return without regard to the instructions of Savient relating to such item. The Buyer shall provide Savient with a copy of each proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Savient Companies) at least 20 days prior to the Closing Datefiling of such Tax Return. (d) Each party hereto shallThe Buyer shall be responsible for the payment of any transfer, sales, use, stamp duty, stamp duty reserve, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries other non-income Taxes and Affiliates to, provide to each administrative fees (including notary fees) arising in connection with the consummation of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsAgreement. (e) Each The Buyer shall be responsible for the payment of any and all Taxes of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 Rosemont Companies arising solely in consequence of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) acts or omissions of the Code subject to gain, if any, recognized on Buyer or the receipt of cash or other property under Section 351(b) of Buyer’s Affiliates occurring after the CodeClosing.

Preparation and Filing of Tax Returns; Payment of Taxes. Until the Closing Date, the Seller (ai) The Companyshall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries which are due prior to the Closing Date (taking into account extensions for timely filing that are granted or allowed), but in the case of the Chicago Subsidiaries, only if possible, or otherwise the Stockholders shall file or cause such return first became due to be filed after the Chicago Closing Date, and the Seller has Knowledge that such Tax Return is required to be filed and (ii) shall make commercially reasonable efforts to cause the Company's Subsidiaries to promptly prepare and file all income Tax Returns of the Subsidiaries which, to the Knowledge of the Seller, are delinquent and not yet filed as of the Chicago Closing Date. The Seller shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in clause (i) of the preceding sentence, and shall make commercially reasonable efforts to cause the Company and the Subsidiaries promptly to pay tax obligations of the Subsidiaries which, to the Knowledge of the Seller, are delinquent as of the Chicago Closing Date. After the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (federalincluding returns for estimated Taxes) for the Company and the Subsidiaries that are due after the Closing Date (taking into account extensions for timely filing that are granted or allowed), state, local or otherwise) of any Acquired Party for all taxable and that include periods that end on or before the Closing Date, . The Purchaser shall cause the Company and shall permit AmPaM the Subsidiaries to review timely pay all such Taxes shown to be due and payable on Tax Returns prior referred to such filingsin the preceding sentence. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, Neither party may amend any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action the amended Tax Return would result in additional adversely affect the other party's Tax liabilities payable by any of liability or obligations hereunder without the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each written consent of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsparty. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The Company, if possible, Seller shall prepare and file all Tax Returns of the Transferred Companies or otherwise in respect of the Stockholders Transferred Assets or the Business that are due (including applicable extensions) before the Applicable Closing. Seller shall prepare and file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such other than Tax Returns prior to such filings. Unless of the Company is a C corporation, Transferred Companies) in respect of the Stockholders shall pay Transferred Assets or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party Business for all taxable periods ending after on or before the Applicable Closing Date. . Seller shall also prepare and file all Tax Returns for Transferred Companies that are required to be included in (cor filed with) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Partyan affiliated, if such action would result in additional Tax liabilities payable by consolidated, combined, unitary or aggregate group of which Seller or any of its Affiliates (other than a Transferred Company) is parent for Pre-Closing Tax Periods. Any Tax Returns required to be prepared pursuant to this Section 7.08(a)(i) shall be prepared on a basis consistent with the Stockholders past practices of the Transferred Company or with respect to the Transferred Assets or the Business, respectively. (ii) From and after the Closing, Buyer shall prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns (other than those relating to Transfer Taxes, such Tax Returns being addressed by Section 2.06) required to be filed by the Transferred Companies, or in respect of the Transferred Assets or the Business, and any such Tax Returns of Transferred Companies for periods ending any Pre-Closing Tax Period or Straddle Period shall be prepared on a basis consistent with the past practices of the Transferred Companies as applicable, unless Buyer notifies Seller in writing that a different position is required by applicable Law, and the parties mutually agree on the resolution of such issue (and each party shall reasonably endeavor to reach such mutual agreement). With respect to any Tax Return required to be filed by Buyer for or including a Pre-Closing Tax Period, Buyer shall deliver to Seller for its approval, at least thirty (30) days prior to the Closing Date. (d) Each party hereto shalldue date for the filing of such Tax Return in the case of an income Tax Return, and shall cause its subsidiaries at least ten (10) days prior to the due date for the filing of such Tax Return in the case of a non-income Tax Return (in each case taking into account any applicable extensions), a statement setting forth the amount of Tax for which Seller is responsible pursuant to Section 7.08(d)(i) and Affiliates to, provide to each a copy of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules any additional information that Seller may reasonably request. Seller shall have the right to review such Tax Return, statement and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gainadditional information, if any, recognized prior to the filing of such Tax Return, and Buyer shall reflect on such Tax Return any reasonable comments submitted by Seller at least five (5) days prior to the due date of such Tax Return. Any Tax Return of a Transferred Company or an Asset Selling Affiliate for a Tax period that would otherwise be a Straddle Period shall, to the extent permitted by applicable Law, be filed on the receipt of cash or other property under Section 351(b) basis that the relevant Tax period ended as of the Codeclose of business on the Applicable Closing Date. Neither Buyer nor any of its Affiliates (including any Transferred Company) shall file an amended Tax Return or agree to any waiver or extension of the statute of limitations relating to Taxes with respect to any Transferred Company, the Transferred Assets or the Business for a Pre-Closing Tax Period (or a Straddle Period), to the extent such amendment, waiver or extension would reasonably be expected to increase Seller’s liability for Taxes under this Agreement, without the prior written consent of Seller, which consent shall not be unreasonably withheld. (iii) All Taxes due and payable with respect to Tax Returns described in Section 7.08(a) will be paid by the filer, subject to reimbursement by the other party pursuant to Section 7.08(d); provided that, with respect to any Tax Return described in Section 7.08(a)(ii) for any Pre-Closing Tax Period or any Straddle Period, Seller shall pay any Excluded Taxes or any Taxes that are Excluded Liabilities, in each case relating to such Tax Return, to Buyer no later than five (5) days prior to the due date for the filing of such Tax Return.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The CompanySeller shall timely prepare and file, if possible, or otherwise the Stockholders shall file or cause to be prepared and filed on a basis consistent with past practice, all income Tax Returns (federal, state, local or otherwise) of with respect to the Company and the Subsidiaries for any Acquired Party for all taxable periods period that end ends on or before the Closing Date. The Seller shall be responsible for the timely payment of any Taxes of the Company or the Subsidiaries with respect to such periods, except to the extent and in such amount as such Taxes are taken into account in determining the Adjustments described in Section 9.2 hereof (as finally reconciled pursuant to the terms and conditions thereof), for which the Purchaser shall be responsible. (ii) The Purchaser shall timely prepare, or cause to be prepared, on a basis consistent with the past practice of the Company and the Subsidiaries, all Tax Returns with respect to the Company and the Subsidiaries for any Straddle Period (a “Straddle Period Tax Return”) and shall present such Straddle Period Tax Returns to the Seller for Seller’s reasonable review and approval at least thirty (30) Calendar Days before the date on which such Straddle Period Tax Returns are required to be filed (or if the filing due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). Upon resolution of all items, the relevant Straddle Period Tax Return will be filed, or cause to be filed by the Purchaser, and the Purchaser shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall timely pay or cause to be paid all income any Taxes due with respect to such Straddle Period Tax liabilities Returns. The Seller shall pay to the Purchaser an amount equal to the portion of the Taxes attributable to the Pre-Closing Tax Period with respect to any such Straddle Period Tax Return no later than five (in excess of all amounts already paid 5) Calendar Days prior to the date on which such Straddle Period Tax Return is required to be filed; provided, however, that such payment shall only be required to the extent that such Taxes attributable to the Pre-Closing Tax Period exceed the Taxes taken into account with respect thereto or properly accrued or reserved with respect thereto on in determining the Financial Statements) with respect Adjustments described in Section 9.2 hereof (as finally reconciled pursuant to the Company's operations for all periods through terms and including the Closing Dateconditions thereof). (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) Seller shall prepare and file all Tax Returns required to be filed by or on behalf of the Company for any Tax period of such entities ending on or before the Closing Date (the “Pre-Closing Tax Returns”). The CompanyPre-Closing Tax Returns shall be prepared in a manner that is consistent with past practice, if possibleexcept as otherwise required by applicable Law or agreed by the parties in writing. Seller shall also prepare and file all Tax Returns for the Company that are required to be included in (or filed with) a Tax Return of an affiliated, consolidated, combined, unitary or otherwise aggregate group of which Seller or any of its Affiliates is part for Pre-Closing Tax Periods, which Tax Returns, for the Stockholders avoidance of doubt, shall not be considered Pre-Closing Tax Returns. (A) In the case of any Pre-Closing Tax Return that is required to be filed by the Company before the Closing Date, Seller shall (1) provide Buyer with a copy of such Tax Return for Buyer’s review within a reasonable period of time before the filing of such Tax Return (such period to be no less than 30 calendar days with respect to an income Tax Return), and (2) timely file or cause to be filed all income such Tax Returns Return with the relevant Taxing Authority. (federal, state, local or otherwiseB) In the case of any Acquired Party for all taxable periods Pre-Closing Tax Return that end on is required to be filed by Buyer or before any of its Affiliates (including the Company) after the Closing Date, and Seller shall permit AmPaM to review all present each such Tax Returns Return to Buyer for Buyer’s review and comment within a reasonable period of time prior to the filing of such filings. Unless the Company is a C corporationTax Return, the Stockholders shall pay or cause such period to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) no less than 30 calendar days with respect to the Company's operations for all periods through an income Tax Return, taking into account extensions. If Buyer delivers an objection to Seller, Seller shall consider in good faith any reasonable comments from Buyer and including the Closing Date. (b) AmPaM Buyer shall timely file or cause to be filed such Tax Return in the form agreed by Seller in writing with the relevant Taxing Authority and Seller shall pay all separate Returns ofTaxes reflected as due on such Tax Return by the due date thereof. To the extent the parties are unable to reach agreement on a disputed item and such item is expected to have a material effect on a Tax Liability of the Company or Buyer for any Post-Closing Tax Period, or that include, any Acquired Party for all taxable periods ending then the parties shall submit such dispute to the Tax Matters Accounting Arbitrator in accordance with the procedures set forth in Section 7.07(a)(ii) no later than 20 calendar days after the Closing Datedate of Buyer’s delivery of an objection to Seller. (cii) Unless Seller shall prepare, or cause to be prepared, all Tax Returns required to be filed by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any on behalf of the Stockholders Company for periods ending on or prior to any Straddle Period (the Closing Date. (d“Straddle Period Tax Returns”) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to consistent with the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each past practices of the Company, AmPaM unless a different position is required by applicable Law or agreed by the parties in writing. With respect to any such Tax Return, Seller shall deliver to Buyer for review and each Stockholder approval at least 30 calendar days prior to the due date for the filing of such Tax Return (taking into account any applicable extensions), a statement setting forth the amount of Tax for which Buyer is responsible pursuant to Section 10.03(d) and a copy of such Tax Return, together with any additional information that Buyer may reasonably request. Buyer shall comply deliver written notice to Seller within 15 calendar days after Buyer’s receipt of such statement and Tax Return either accepting or objecting to such statement or Tax Return, and, if Buyer shall not have delivered such written notice within such 15-day period, Buyer shall be deemed to have agreed to such statement and Tax Return and shall timely file or cause to be filed such Tax Return in such accepted form with the tax reporting requirements relevant Taxing Authority. If Buyer objects to such statement or Tax Return in accordance with the immediately preceding sentence, Seller and Buyer shall attempt to resolve their differences by good faith negotiation to agree on such statement and Tax Return. If Seller and Buyer are unable to agree on such statement and Tax Return within 15 calendar days after delivery of Section 1.351-3 Buyer’s objection to such statement and Tax Return in accordance with the immediately preceding sentence, Seller and Buyer shall jointly request that an independent accounting firm mutually agreed upon by Buyer and Seller (“Tax Matters Accounting Arbitrator”) make a determination in resolution of any issue in dispute as promptly as possible. The determinations of the Treasury Regulations promulgated under Tax Matters Accounting Arbitrator shall be final, binding and conclusive and Buyer shall timely file or cause to be filed the Code, and treat Straddle Period Tax Return in accordance with such determinations with the transaction as a tax-free contribution under Section 351(a) relevant Taxing Authority. The Tax Matters Accounting Arbitrator will determine the allocation of the Code cost of its review and report to each party based on the inverse proportion of (x) the portion of the Tax Matters Accounting Arbitrator’s determination (before such allocation) successfully awarded to such party bears to (y) the total amount of the Tax Matters Accounting Arbitrator’s determination (before such allocation) as originally submitted to the Tax Matters Accounting Arbitrator. For example, should the items in dispute total $1,000 and the Tax Matters Accounting Arbitrator awards $600 in favor of Seller’s position, 60% of the costs of the Tax Matters Accounting Arbitrator’s review would be borne by Buyer and 40% of the costs would be borne by Seller. Seller and Buyer shall pay the fees and expenses of the Tax Matters Accounting Arbitrator as so allocated. (iii) Unless otherwise required by Law, neither Buyer nor any of its Affiliates (including the Company) shall file an amended Tax Return of, or agree to any waiver or extension of the statute of limitations relating to Taxes with respect to, the Company for a Pre-Closing Tax Period or a Straddle Period without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (iv) Except as otherwise provided in Section 7.07(a)(i)(B), all Taxes due and payable with respect to Tax Returns described in Section 7.07 will be paid by filer, subject to gain, if any, recognized on reimbursement by the receipt of cash or other property under party pursuant to Section 351(b7.07(h) of the Codeand Section 10.03(d).

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The Seller shall prepare and file all Tax Returns of the Transferred Companies or in respect of the Transferred Assets or the Business, in each case, that are due (including applicable extensions) before the Closing. Seller shall prepare all income Tax Returns of the Transferred Companies for all taxable periods ending on or before the Closing Date that are due after the Closing (“Pre-Closing Entity Tax Returns”). Seller shall prepare all Tax Returns (other than Tax Returns of the Transferred Companies) in respect of the Transferred Assets or the Business for all taxable periods ending on or before the Closing Date that are due after the Closing (“Pre-Closing Business Tax Returns” and, together with Pre-Closing Entity Tax Returns, “Pre-Closing Tax Returns”). Seller shall also prepare and file all Tax Returns for Transferred Companies that are required to be included in (or filed with) a Tax Return of an affiliated, consolidated, combined, unitary or aggregate group of which Seller or any of its Affiliates (other than a Transferred Company) is parent for Pre-Closing Tax Periods. With respect to any Pre-Closing Tax Return required to be prepared by Seller pursuant to this Section 7.08(a)(i), if possible(1) such Pre-Closing Tax Returns shall be prepared on a basis consistent with the past practices of the Transferred Companies or with respect to the Transferred Assets or the Business, respectively, unless a different position is required by Law and the parties mutually agree on the resolution of such issue (and each party shall reasonably endeavor to reach such mutual agreement), (2) Seller shall deliver to Buyer for its review and comment, at least thirty (30) days prior to the due date for the filing of such Pre-Closing Tax Return in the case of a separate income Tax Return of the Transferred Companies, and at least ten (10) days prior to the due date for the filing of such Pre-Closing Tax Return in the case of a separate non-income Tax Return of the Transferred Companies or otherwise in respect of the Stockholders Transferred Assets or the Business (in each case taking into account any applicable extensions), a copy of such Tax Return, together with any additional information that Buyer may reasonably request, and (3) Seller shall consider in good faith any reasonable comments submitted by Buyer at least fifteen (15) days prior to the due date of such Pre-Closing Tax Return in the case of a separate income Tax Return of the Transferred Companies, and at least five (5) days prior to the due date for the filing of such Pre-Closing Tax Return in the case of a separate non-income Tax Return of the Transferred Companies or in respect of the Transferred Assets or the Business (in each case taking into account any applicable extensions). If applicable, Seller shall deliver a revised Pre-Closing Tax Return to Buyer before the due date for the filing of such Pre-Closing Tax Return (taking into account any applicable extensions), and Buyer shall timely file or cause to be timely filed all income any Pre-Closing Tax Returns Returns. (federalii) From and after the Closing, stateBuyer shall prepare and timely file, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid prepared and timely filed, all other Tax Returns (other than those required to be prepared by Seller pursuant to Section 7.08(a)(i)) required to be filed by the Transferred Companies, or in respect of the Transferred Assets or the Business, and any such Tax Returns of Transferred Companies for any Pre-Closing Tax Period or Straddle Period shall be prepared on a basis consistent with the past practices of the Transferred Companies as applicable, unless Buyer notifies Seller in writing that a different position is required by applicable Law, and the parties mutually agree on the resolution of such issue (and each party shall reasonably endeavor to reach such mutual agreement). With respect to any Tax Return required to be filed by Buyer for or including a Pre-Closing Tax Period, (1) Buyer shall deliver to Seller for its approval, at least thirty (30) days prior to the due date for the filing of such Tax Return in the case of an income Tax liabilities Return, and at least ten (10) days prior to the due date for the filing of such Tax Return in the case of a non-income Tax Return (in excess each case taking into account any applicable extensions), a statement setting forth the amount of all amounts already paid Tax for which Seller is responsible pursuant to Section 7.08(c)(i) and a copy of such Tax Return, together with respect thereto or properly accrued or reserved any additional information that Seller may reasonably request and (2) Buyer shall reflect on such Tax Return any reasonable comments, except to the extent such comments are inconsistent with respect thereto past practice (unless the parties mutually agree that a position that is inconsistent with past practice is required by applicable Law, pursuant to this Section 7.08(a)(ii)), submitted by Seller at least fifteen (15) days prior to the due date of such Tax Return in the case of an income Tax Return, and at least five (5) days prior to the due date for the filing of such Tax Return in the case of a non-income Tax Return (in each case taking into account any applicable extensions). Any Tax Return of a Transferred Company for a Tax period that would otherwise be a Straddle Period shall, to the extent permitted by applicable Law, be filed on the Financial Statements) with respect to basis that the Company's operations for all periods through and including relevant Tax period ended as of the close of business on the Closing Date. (biii) AmPaM Unless otherwise required by Law (as mutually agreed to by Buyer and Seller (and each party shall reasonably endeavor to reach such mutual agreement)), neither Buyer nor any of its Affiliates (including any Transferred Company) shall file an amended Tax Return or cause agree to any waiver or extension of the statute of limitations relating to Taxes with respect to any Transferred Company, the Transferred Assets or the Business for a Pre-Closing Tax Period (or a Straddle Period), to the extent such amendment, waiver or extension would reasonably be expected to increase Seller’s liability for Taxes under this Agreement, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned, or delayed. (iv) All Taxes due and payable with respect to Tax Returns described in Section 7.08(a) will be paid by the filer, subject to reimbursement by the other party pursuant to Section 7.08(c); provided that, with respect to any Tax Return described in Section 7.08(a)(ii) for any Pre-Closing Tax Period or any Straddle Period and any Tax Return described in Section 7.08(a)(i) that is to be filed all separate Returns ofby Buyer, Seller shall pay any Excluded Taxes or any Taxes that includeare Excluded Liabilities, any Acquired Party in each case relating to such Tax Return, to Buyer no later than five (5) days prior to the due date for all taxable periods ending after the Closing Datefiling of such Tax Return. (cv) Unless required If Seller and Buyer are unable to resolve any disagreement with respect to any Tax Return prepared by applicable lawSeller pursuant to Section 7.08(a)(i) or prepared by Buyer pursuant to Section 7.08(a)(ii), regulations or government proceedingsin each case, AmPaM shall not take prior to the due date (taking into account any actionextension validly obtained) of such Tax Return, including any amendment such Tax Return will be filed as proposed by Seller (in the case of a Tax Return prepared by Seller pursuant to Section 7.08(a)(i)) or as proposed by Buyer (in the case of a Tax Return prepared by Buyer pursuant to Section 7.08(a)(ii)), and any Acquired Partyopen issues shall be referred to the Accounting Firm promptly after the filing of such Tax Return for review and resolution (in accordance with the procedure set forth in Section 2.04). If Seller and Buyer are unable to mutually agree that an item or action is required by applicable Tax Law, if such action would result disagreement shall be referred to the Accounting Firm promptly for review and resolution (in additional Tax liabilities payable by any accordance with the procedure set forth in Section 2.04). Any reimbursement or indemnification payment required under this Section 7.08 shall be adjusted to reflect the resolution of the Stockholders for periods ending on or prior to the Closing DateAccounting Firm. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders Parent shall prepare and file or cause to be prepared and filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods the Company that end on or before are filed after the Closing Date, and shall permit AmPaM and, subject to review all such Tax Returns prior to such filings. Unless the Company is a C corporationindemnification obligations hereunder, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) Taxes due with respect to such Tax Returns. Notwithstanding the Company's operations foregoing, with regard to any Taxes due following the Closing Date for all periods through any portion of the Straddle Period occurring on or prior to the Closing Date (the “Pre-Closing Tax Period”), including any additional amounts owed with regard to such Pre-Closing Tax Period, as a result of any audit or otherwise, determined after the date on which any Tax Return for the Straddle Period is initially filed, the Representative and including Parent shall cause Parent to be reimbursed from the Escrow Fund, within ten (10) business days following the date on which Parent notifies the Representative that any such Taxes have been paid by Parent, (i) in the case of Taxes based on or measured by income or receipts, the amount of any such Taxes allocated to the Pre-Closing Tax Period based on an interim closing of the books the Company and the Subsidiary as of the Effective Time and (ii) in the case of Taxes other than Taxes based on or measured by income or receipts, the amount of any such Taxes equal to the product obtained by multiplying (A) the aggregate amount of such Taxes due for such Straddle Period, by (ii) a fraction, the numerator of which is the number of calendar days of such Straddle Period that occurred on or prior to the Closing Date and the denominator of which is the total number of days of such Straddle Period (collectively, the “Tax Reimbursement Amount”). With respect to Tax Returns of the Company for any Taxable period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date. , Parent shall provide the Representative copies of all such federal income Tax Returns and all other such material Tax Returns at least ten (b10) AmPaM days prior to their filing and shall file permit the Representative to review and comment on each such Tax Return prior to filing; provided, however that Parent may, in its sole discretion, accept or cause to be filed all separate Returns of, or that include, reject any Acquired Party for all taxable periods comments received from the Representative. “Straddle Period” means any Tax period beginning before the Closing Date and ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanySubject to Section 7.3(f), if possible, or otherwise for any taxable period of the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods Companies that end ends on or before the Closing Date, the Seller shall timely prepare, consistent with past practices and custom of the Acquired Companies (unless a contrary position is required by law), and file with the appropriate Tax Authority all required consolidated, combined or unitary Tax Returns that include any of the Acquired Companies (and shall permit AmPaM to review promptly provide the Buyer with copies of all such Tax Returns prior insofar as such Tax Returns relate to such filings. Unless the Company is a C corporation, the Stockholders Acquired Companies) and shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns. The Seller shall not file any Tax Return relating to a Pre-Closing Tax Period without the CompanyBuyer's operations consent if the filing of such Tax Return may cause a net increase of the Tax liability of any of the Acquired Companies for all periods through and including the a Post-Closing DateTax Period. (b) AmPaM The Buyer shall timely prepare and file with the appropriate Taxing Authority all other Tax Returns relating to a Pre-Closing Tax Period or cause Straddle Period required to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing DateDate and shall pay all Taxes due with respect to such Tax Returns. Any Tax Return prepared and filed by the Buyer for a Pre-Closing Tax Period or Straddle Period shall be prepared consistent with past practices and custom of the Acquired Companies (unless a contrary position is required by law) to the extent such Tax Returns relate to the Taxes of any of the Acquired Companies for a Pre-Closing Tax Period, and the Seller shall pay the Buyer (in accordance with the procedures set forth in Section 6.3) for any amount owed by the Seller pursuant to Section 6.3 with respect to any such Tax Returns. The Seller shall reimburse the Buyer for reasonable accountants' fees and expenses incurred in preparing those Tax Returns relating to a Pre-Closing Tax Period. (c) Unless required by applicable lawThe Seller shall be responsible for filing any amended consolidated, regulations combined or government proceedings, AmPaM shall not take any action, including any amendment of a unitary Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by Returns that include any of the Stockholders Acquired Companies for periods taxable years ending on or prior to the Closing DateDate that are required as a result of examination adjustments made by the U.S. Internal Revenue Service or by the applicable state, local or foreign Taxing Authorities for such taxable years as finally determined. For those jurisdictions in which separate Tax Returns are filed by the Acquired Companies, any required amended Tax Returns for taxable years ending on or prior to the Closing Date resulting from such examination adjustments, as finally determined, shall be prepared by the Buyer and a copy thereof shall be furnished to the Seller. The Seller shall not file any amended, consolidated, combined or unitary Tax Returns that include any of the Acquired Companies for a period ending on or before the Closing Date without the Buyer's consent (which consent shall not be unreasonably withheld) if the filing of any such amended Tax Return may affect the Tax liability of any of the Acquired Companies for which the Buyer is liable. (d) Each party hereto shallThe Buyer shall be responsible for the payment of all transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries other non-income Taxes and Affiliates toadministrative fees (including, provide without limitation, notary fees) of up to each (euro) 5,000 in the aggregate arising in connection with the consummation of the transactions contemplated by this Agreement. The Seller shall be responsible for the payment of any amounts in excess of (euro) 5,000 and for all such Taxes and fees arising in connection with the settlement of inter-company items prior to the Closing as contemplated by Section 4.1. The Seller and the Buyer shall cooperate in preparing and filing all Tax Returns and other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available documentation on a mutually convenient timely basis at its cost to provide explanation of any documents or information so provided. Subject as may be required with respect to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs payment of filing such ReturnsTaxes and fees. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanyHoldco shall timely prepare and file, if possible, or otherwise the Stockholders shall file or cause to be filed timely prepared and filed, on a basis consistent with the past practices of the Company and its Subsidiaries, all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause required to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after by the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending Company and its Subsidiaries on or prior to the Closing Date. (d) Each party hereto shall; provided, and however, that such Tax Returns shall not be filed without the written consent of Buyer which shall not be unreasonably withheld. Holdco shall pay, or cause its subsidiaries and Affiliates toto be paid, provide all Taxes due with respect to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (eb) Each Buyer shall timely prepare and file, or cause to be timely prepared and filed, all Tax Returns required to be filed by the Company and its Subsidiaries for any Straddle Period and shall present such Tax Returns to Holdco for review at least 30 days prior to the date on which such Tax Returns are required to be filed. Buyer shall consider in good faith any suggestions or comments made by Holdco after such review. Buyer shall timely pay all Taxes due with respect to such Tax Returns; provided, however, that the portion of such Taxes attributable to the Pre-Closing Tax Period shall be reflected as a liability in the Working Capital Amount. In the case of any Straddle Period (i) real, personal and intangible property Taxes for the Pre-Closing Tax Period shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period and (ii) all other Taxes for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements close of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized business on the receipt of cash or other property under Section 351(b) of the CodeClosing Date.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possibleusing its historic Tax Return preparers, or otherwise the Stockholders shall file prepare or cause to be filed prepared all income Tax Returns of the Acquired Companies for Pre-Closing Tax Periods, the due date of which (federal, state, local or otherwisetaking into account extensions of the time to file) of any Acquired Party for all taxable periods that end on or before is after the Closing Date, Date to the extent not filed prior to the Closing (the "Company Returns"). All such Company Returns shall be prepared and filed in a manner consistent with the past procedures and practices of the Acquired Companies except as required by applicable Law. The Company shall permit AmPaM submit each such Company Return to review all the Seller at least thirty (20) days prior to the due date (taking into account any extensions of the time to file) for the Seller’s approval. Seller shall respond with any comments within ten (10) days of receipt of such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) and any dispute with respect to any Company Return shall be promptly resolved by a mutually agreeable accounting firm in accordance with the Company's operations for principles set forth in Section 2.4 mutatis mutandis. Purchaser shall cause the Acquired Companies to timely file each such Company Return. The Purchaser shall or shall cause the Acquired Companies to pay, when due or as promptly as possible thereafter, all periods through Taxes due and including the Closing Datepayable with respect to any Company Returns. (b) AmPaM The Purchaser shall file prepare or cause to be filed prepared all separate Tax Returns ofwith respect to Taxes of the Acquired Companies Straddle Periods, or that include, any Acquired Party for all taxable periods ending the due date of which (taking into account extensions of the time to file) is after the Closing DateDate to the extent not filed prior to the Closing (the “Purchaser Returns”). All such Purchaser Returns shall be prepared and filed in a manner consistent with the past procedures and practices of the Acquired Companies except as required by applicable Law. The Purchaser shall submit each such Purchaser Return to the Seller at least twenty (20) days prior to the due date (taking into account any extensions of the time to file) for the Seller’s approval. Seller shall respond with any comments within ten (10) days of receipt of such Tax Returns and any dispute with respect to any Purchaser Return shall be promptly resolved by a mutually agreeable accounting firm in accordance with the principles set forth in Section 2.4 mutatis mutandis. Purchaser shall cause the Acquired Companies to timely file each such Purchaser Return. The Purchaser shall or shall cause the Acquired Companies to pay, when due or as promptly as possible thereafter, all Taxes due and payable with respect to any Purchaser Returns. (c) Unless required by applicable law, regulations or government proceedings, AmPaM The Purchaser shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result cause the Company to join in additional Tax liabilities payable by any the Purchaser’s “consolidated group” (as defined in Treasury Regulation Section 1.1502-1(h) beginning of the Stockholders for periods ending on or prior to day following the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each ). The tax year of the other parties hereto such cooperation and information Company shall close as any of them reasonably may request in filing any Returnthe end of the Closing Date for U.S. federal income tax purposes, amended Return or claim for refundand, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentenceextent permitted by applicable Law, each party required for state, local or non-U.S. income tax purposes. The Purchaser and the Seller agree that the Acquired Companies shall (i) allocate all Transaction Deductions accruing on the Closing Date to file Returns the Company’s taxable period ending on the Closing Date pursuant to this Agreement shall bear all costs of filing Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) (and not pursuant to the “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or pursuant to the ratable allocation method under Treasury Regulations Section 1.1502-76(b)(2)(ii) or 1.1502-76(b)(2)(iii)) to the extent “more likely than not” allocable to such Returns. taxable period; and (eii) Each deduct the Transaction Deductions on the Tax Returns of the Company, AmPaM and each Stockholder shall comply with Company for the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized taxable period that ends on the receipt of cash or other property Closing Date to the maximum extent permitted under Section 351(b) of the Codeapplicable Law.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders Representatives shall file or cause to be prepared and timely filed all income Tax Returns of the Company and the Subsidiaries required to be filed (federal, state, local or otherwisetaking into account extensions) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM The Buyer shall cause the Company or the Surviving Corporation, as the case may be, to engage Grant Thornton to prepare the Company's income Tax Returns for any pxxxxx xxxxxx (or deemed pursuant to Section 8.3(b) to end) on or before the Closing Date, including the Stub Period Tax Return. The Buyer shall prepare and timely file or shall cause to be prepared and timely filed all separate other Tax Returns ofwith respect to the Company and the Subsidiaries or in respect of their respective businesses, assets or operations. The Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that include, the Sellers shall promptly reimburse the Buyer to the extent any Acquired Party payment the Buyer is required to make relates to the operations of the Company or any Subsidiary for all taxable periods any period ending after (or deemed pursuant to Section 8.3(b) to end) on or before the Closing DateDate to the extent such portion of the payment exceeds the amount of the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Closing Balance Sheet. (c) Unless required Any Tax Return to be prepared and filed by applicable lawthe Buyer for taxable periods beginning before the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return, regulations and the Buyer shall consult with the Representatives concerning each such Tax Return and report all items with respect to the portion of the period ending on the Closing Date in accordance with the instructions of the Representatives to the extent such reporting is allowable without significant risk of the imposition of penalties or government proceedingsadditions to Tax as jointly determined by the Buyer and the Representatives in consultation with their respective tax advisors. Any dispute related to such filing shall be resolved by the Tax Arbitrator in accordance with the procedures set forth in Section 7.4(e) of this Agreement and the Tax Arbitrator's decisions will be binding on the Parties. The Buyer shall cause the Surviving Corporation to provide the Representatives with a copy of each such proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Representatives) at least 45 days prior to the filing of such Tax Return, AmPaM shall not take any action, including any amendment except that (i) in the case of a Tax Return relating to a monthly taxable period, the copy shall be provided to the Representatives at least 10 days prior to the filing of such Tax Return and (ii) in the case of a Tax Return due within 90 days following the Closing Date, the copy shall be provided to the Representatives in such shorter period of time prior to filing as the Buyer shall reasonably determine to be practicable. (d) In the event that the Sellers have paid to the Buyer any Acquired Party, if such action would amount pursuant to their indemnification obligation pursuant to Section 8.2 hereof as a result in additional Tax liabilities payable by any of the Stockholders Buyer or any Buyer Tax Subsidiary having incurred any Tax liability for periods any period ending (or deemed pursuant to Section 8.3(b) to end) on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each Date in excess of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability reserve for Taxes set forth on the Closing Balance Sheet (a "Company Tax Liability") and within five (5) years after the Closing Date the Buyer or a right to refund of any Buyer Tax Subsidiary shall receive (i) an actual reduction on any Tax Return for income Taxes or in conducting any audit or other proceeding otherwise payable in respect of Taxes. Such cooperation the matters giving rise to the Company Tax Liability or (ii) any refund of income Taxes previously paid in respect of the matters giving rise to the Company Tax Liability, the Buyer shall pay to the Representatives, for distribution to the Sellers, as the case may be, the lesser of (A) the amount of such indemnification payment previously made by the Sellers and information shall include providing copies (B) either (I) the amount of all relevant portions such reduction in future income Taxes or (II) the amount of relevant Returnsany such Tax refund, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings in each case within fifteen (15) days after the Buyer or other determinations by Taxing Authorities and relevant records concerning such Buyer Tax Subsidiary actually realizes the ownership and Tax basis benefit of property, which such party may possess. Each party shall make its employees reasonably available reduction in income Taxes on a mutually convenient basis at its cost to provide explanation of any documents Tax Return or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing receives such ReturnsTax refund. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanySeller, if possibleat his expense, or otherwise the Stockholders shall file prepare or cause to be filed prepared all income Tax Returns (federal, state, local or otherwise) for any Income Taxes of any Acquired Party the Company and the Subsidiaries for all taxable Taxable periods that end on or before the Closing Date. Any such Tax Return shall be prepared on a basis consistent with the past practices of the Company and the Subsidiaries, except as otherwise required by Law. The Seller shall provide Buyer with a copy of each such Tax Return for review and comment at least thirty (30) Business Days prior to the due date (taking into account any extension) of such Tax Return and shall permit AmPaM consider in good faith any changes thereto reasonably requested by the Buyer that the Buyer submits to review all the Seller no less than five (5) Business Days prior to the due date of such Tax Returns Returns. The Seller shall pay to the Buyer all Taxes, if any, imposed on the Company in respect of each such Tax Return at least five (5) days prior to the due date for such filings. Unless the Company is a C corporationTaxes, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect except to the Company's operations for all periods through and including the extent such Taxes were taken into account in determining Closing Date. (b) AmPaM Net Working Capital. The Buyer shall file or cause to be filed each such Tax Return and remit the Taxes due to the appropriate Governmental Entity. (b) Except as provided in Section 9.02(a), the Buyer shall prepare or cause to be prepared and file all separate Tax Returns of, or that include, any Acquired Party for all taxable of the Company and the Subsidiaries with respect to Taxable periods ending on or before the Closing Date and required to be filed (taking into account any extensions) after the Closing Date. The Buyer shall deliver a draft of all such Tax Returns to the Seller for review and comment in such period of time prior to filing as the Buyer shall reasonably determine to be practicable and incorporate any changes thereto reasonably requested by the Seller in writing and received by the Buyer prior to the filing of such Tax Return. (c) Unless Any Tax Return to be prepared and filed for Taxable periods beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Period”) shall be prepared by the Buyer on a basis consistent with the past practice of the Company and the Subsidiaries except as otherwise required by applicable law, regulations or government proceedings, AmPaM Law. The Buyer shall not take any action, including any amendment provide the Seller with a copy of a each proposed Tax Return of the Company or the Subsidiaries for any Acquired Party, if Straddle Period (and such action would result in additional information regarding such Tax liabilities payable Return as may reasonably be requested by any of the Stockholders Seller) for periods ending on or review and comment at least thirty (30) Business Days prior to the Closing Date. (d) Each party hereto shallfiling of such Tax Return, in the case of Income Tax Returns, and in such period of time prior to filing as the Buyer shall cause its subsidiaries reasonably determine to be practicable, in the case of other Tax Returns. The Buyer shall consider in good faith any comments reasonably requested by the Seller in writing and Affiliates to, provide received by the Buyer no less than five (5) Business Days prior to each the due date of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund in the case of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Income Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject prior to the preceding sentencefiling of such Tax Return, each party required to file Returns pursuant to this Agreement shall bear all costs in the case of filing such other Tax Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise Sellers shall be responsible for the Stockholders shall file or cause to be filed preparation and filing of (i) all income Tax Returns of the Sellers for all periods (federalincluding the consolidated, stateunitary and combined Tax Returns for the Sellers which include the operations of the Business for any period or portion thereof ending on or before the Closing Date), local or otherwise(ii) all Tax Returns for Income Taxes of any Acquired Party Business Subsidiary for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review (iii) all such Tax Returns for Income Taxes of any Business Subsidiary for any period beginning before the Closing Date and ending after the Closing Date and (iv) all other Tax Returns of any Business Subsidiary that are required to be filed (taking into account extensions) prior to such filingsthe Closing Date. Unless the Company is a C corporation, the Stockholders The Sellers shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns. The Buyer shall promptly reimburse the Company's Sellers for the amount of any such Taxes paid by the Sellers to the extent such Taxes are (i) Assumed Liabilities, (ii) Taxes attributable (as determined under Section 7.2) to any of the Business Subsidiaries, the Acquired Assets or the operations of the Business for all periods through and including or portions thereof beginning after the Closing DateDate or (iii) included in the Tax Reserves. (b) AmPaM The Buyer shall file be responsible for the preparation and filing of all other Tax Returns for the Business Subsidiaries, the Acquired Assets, and the Business. The Buyer shall make all payments required with respect to any such Tax Returns. Buyer shall promptly reimburse Sellers to the extent that actual Taxes payable by Buyer for periods or cause to be filed all separate Returns of, portions thereof ending on or that include, any Acquired Party for all taxable periods ending after before the Closing DateDate are less than the amount of the Tax Reserves established for such Taxes. (c) Unless required by applicable law, regulations or government proceedings, AmPaM The Buyer shall not take cause or permit the filing of any action, including any amendment of a amended Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by with respect to any of the Stockholders Business Subsidiaries for periods any period ending on or prior to before, or including, the Closing DateDate without the Parent's consent. (d) Each party hereto shallThe Buyer shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries other non-income Taxes and Affiliates toadministrative fees (including, provide to each without limitation, notary fees) arising in connection with the consummation of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsAgreement. (e) Each The Buyer shall be responsible for the payment of any and all Taxes attributable to the acts or omissions of the CompanyBuyer or the Buyer's Affiliates occurring after the Closing. (f) The Buyer shall not make, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated or cause or permit to be made, an election under the Code, and treat the transaction as a tax-free contribution under Section 351(a) section 338 of the Code subject with respect to gain, if any, recognized on the receipt acquisition of cash the Share Capital or other property under Section 351(bwith respect to FPC. (g) The Buyer shall not cause or permit any Tax attribute (including any Tax losses) of FPC arising in a period beginning after the CodeClosing Date to be carried back to a period ending on or before the Closing Date.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise Seller shall be responsible for the Stockholders shall file or cause to be filed preparation and filing of all income Tax Returns for Seller for all periods as to which Tax Returns are due after the Closing Date (federalincluding the consolidated, stateunitary, local and combined Tax Returns for Seller which include the operations of the Business for any period ending on or otherwisebefore the Closing Date) and for all Tax Returns of any Acquired Party SRT for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such . Such Tax Returns prior to such filingsshall be prepared in a manner consistent with the last previous Tax Returns. Unless the Company is a C corporation, the Stockholders Seller shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns except to the Company's operations extent provided in Sections 1.4(b) and 1.4(d) hereof. Buyer shall promptly reimburse Seller for all the amount of any such Taxes paid by Seller (i) to the extent such Taxes are attributable (as determined under Section 9.2 hereof) to periods through and including following the Closing DateDate and (ii) to the extent of any reserves for Taxes on the Most Recent Balance Sheet reduced by any subsequent payments of Taxes reflected in such reserves through the Closing Date and increased by the amount of any subsequent increases in such reserves in accordance with GAAP for Taxes attributable to the operation of the Business in the Ordinary Course of Business following the date of the Most Recent Balance Sheet through the Closing Date (as so adjusted, "TAX RESERVES"). (b) AmPaM Buyer shall file be responsible for the preparation and filing of all other Tax Returns for the Business. Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that Seller shall promptly reimburse Buyer to the extent any payment Buyer is required to make relates to the operations of the Business for any period ending (or cause deemed pursuant to be filed all separate Returns of, Section 9.2(b) to end) on or that include, any Acquired Party for all taxable periods ending after before the Closing DateDate to the extent such portion of the payment exceeds the amount of the Tax Reserves. (c) Unless required Any Tax Return to be prepared and filed for taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous Tax Return, and Buyer shall consult with Seller concerning each such Tax Return and report all items with respect to the period ending on the Closing Date in accordance with the instructions of Seller; provided, however, that if Buyer is advised by applicable law, regulations or government proceedings, AmPaM shall not take counsel that the filing of any action, including any amendment of a Tax Return and the reporting on such Tax Return of any Acquired Partyitem in accordance with the instructions of Seller may subject Buyer to any penalties or fines, if Buyer may file such action would result in Tax Return without regard to Seller's instructions relating to such item. Buyer shall provide Seller with a copy of each proposed Tax Return (and such additional information regarding such Tax liabilities payable Return as may reasonably be requested by any of the Stockholders for periods ending on or Seller) at least 20 days prior to the Closing Datefiling of such Tax Return. (d) Each party hereto shallBuyer shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries and Affiliates to, provide to each other non-income Taxes arising in connection with the consummation of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsAgreement. (e) Each Buyer shall be responsible for the payment of any and all Taxes not incurred in the Company, AmPaM and each Stockholder shall comply with ordinary course of business attributable to the tax reporting requirements acts or omissions of Section 1.351-3 of Buyer or Buyer's Affiliates occurring after the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized Closing on the receipt of cash or other property under Section 351(b) of the CodeClosing Date.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanySellers’ Representative, if possibleat the expense of the Sellers, or otherwise the Stockholders shall file prepare or cause to be filed prepared all income Tax Returns (federal, state, local or otherwise) for any Income Taxes of the Company and any Acquired Party Subsidiary for all taxable periods that end on or before the Closing Date. The Sellers shall pay to the Purchaser all Taxes, and shall permit AmPaM to review all if any, imposed on the Company or any Subsidiary in respect of each such Tax Returns Return to the extent such Taxes are not accounted for in determining the Working Capital as of the Closing, at least 5 days prior to the due date for such filingsTaxes. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM The Purchaser shall file or cause to be filed each such Tax Return and remit the Taxes due to the appropriate Governmental Entity. (b) The Purchaser shall prepare or cause to be prepared and file all separate other Tax Returns of, or that include, any Acquired Party for all taxable periods ending of the Company and the Subsidiaries required to be filed after the Closing Date, and shall pay all Taxes shown thereon or otherwise imposed on or payable by the Company or the Subsidiaries after the Closing Date; provided, however, that the Sellers shall promptly reimburse the Purchaser to the extent any payment the Purchaser is required to make relates to the operations of the business of the Company or any Subsidiary for any period ending (or deemed pursuant to Section 12.2(b) to end) on or before the Closing Date to the extent such Taxes are not accounted for in determining the Working Capital as of the Closing. (c) Unless Any Tax Return to be prepared and filed for Taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return. The Purchaser shall provide the Sellers’ Representative with a copy of each proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Sellers’ Representative) for review and comment at least 45 days prior to the filing of such Tax Return in the case of Income Tax Returns, and in such period of time prior to filing as the Purchaser shall reasonably determine to be practicable in the case of other Tax Returns. The Purchaser shall report all items with respect to the portion of the period ending on the Closing Date in accordance with the instructions of the Sellers’ Representative to the extent such reporting is allowable without significant risk of the imposition of penalties or additions to Tax as determined by the Purchaser in consultation with its Tax advisors. (d) The Purchaser shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-Income Taxes and administrative fees (including, without limitation, notary fees) arising in connection with the consummation of the transactions contemplated by this Agreement. The Purchaser will file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges and, if required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return the Sellers will join in the execution of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing DateReturns and other documentation. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanyTo the extent not filed prior to the Closing Date, if possible, or otherwise the Stockholders Seller shall file prepare or cause to be filed prepared (at its own cost and expense and in a manner consistent with past practice) all income Tax Returns (federal, state, local or otherwise) of any the Acquired Party Companies for all taxable periods that end ending on or before the Closing DateDate (such periods are hereinafter referred to as "Pre-Clos- ing Periods"). Provided that Buyer has complied with its obligations under Section 7.5, and shall permit AmPaM not less than ten (10) business days prior to review all the date on which any such Tax Returns prior Return is due to be filed (taking into ac- count any applicable extensions) (the "Due Date"), Seller shall deliver a draft of each such filingsTax Return (or relevant portion thereof) to Buyer for its review and comment. Unless Seller or Buyer (as required by law) shall file the Company is a C corporation, the Stockholders Tax Return and Seller shall pay or cause to be paid all income the amount due with the Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect Return to the Company's operations for all periods through and including the Closing Dateappropriate taxing authority on a timely basis. (b) AmPaM Buyer shall cause each of the Acquired Companies to prepare and file on a timely basis all Tax Returns of such companies other than those provided for in Section 7.1(a) hereof. Buyer shall pay or cause the appropriate company to pay all Taxes shown to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. due and payable thereon. Not less than twenty (c20) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or business days prior to the Closing Due Date of any Tax Returns for Taxes for which Seller has any liability, the Buyer shall deliver a copy of such Tax Returns (or portion relevant to any Taxes for which the Seller may be liable) to Seller. Seller shall pay directly to Buyer its portion of the Taxes shown to be due on such Tax Return (determined under Section 7.2 of this Agreement) within ten days prior to the Due Date for the filing of such Tax Return. Seller is entitled to object to any items re- flected on such Tax Return relating solely to Taxes for which Seller is liable pursuant to this Agreement. If Seller objects (which objection shall be made no later than fifteen (15) days before the Due Date. ), the parties (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to or each of the parties' accounting firms) shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement, the dispute shall be referred to an independent Big Six accounting firm selected by mutual agreement of the parties at such time (the "Tax Arbitrator"), whose determination shall be binding on the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller, on the one hand, and Buyer, on the other parties hereto such cooperation hand. If the dispute has not been resolved or the Tax Arbitrator has not made its determination 10 days prior to the Due Date, the Tax Return shall be filed as originally proposed by Buyer, reflecting any items previously objected to by Seller and information as any of them reasonably may request in filing any Returnagreed to by Buyer, amended and Seller shall pay to Buyer the amount request- ed by Buyer (the "Buyer Return or claim for refund, determining a liability for Taxes or a right Amount"). When the amount due to refund of Taxes or in conducting any audit or other proceeding Buyer from Seller in respect of Taxes. Such cooperation and information such Tax Return is finally determined by the Tax Arbitrator, a settlement payment shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating be made from Seller to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject Buyer in an amount equal to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gainexcess, if any, recognized on of (i) the receipt amount finally determined to be due over (ii) the Buyer Return Amount or from Buyer to Seller in an amount equal to the excess, if any, of cash or other property under Section 351(b(x) of the CodeBuyer Return Amount over (y) the amount finally determined to be due.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Buyer shall be responsible for the preparation and timely filing, in a manner consistent with past practices of the Company, if possible, or otherwise the Stockholders shall file or cause to be filed of all income Tax Returns (federal, state, local or otherwise) of the Company for any Acquired Party for Straddle Periods and Tax Returns that relate to a Pre-Closing Tax Period. Buyer shall make all taxable periods that end on or before the Closing Date, and shall permit AmPaM payments required with respect to review all any such Tax Returns prior and shall be responsible for the payment of all Taxes attributable to such filingsperiods; provided, however, that except to the extent such Taxes are taken into account in determining Final Closing Working Capital, Seller shall be responsible for such Taxes to the extent attributable to a Pre-Closing Tax Period (allocated as to Straddle Periods in accordance with Section 10.3) and shall promptly reimburse Buyer for the amount of any such Taxes paid by Buyer in connection with the filing of such Tax Returns. Unless the Company is a C corporation, the Stockholders shall pay or cause to If Seller may be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) liable under this Agreement for any Taxes due with respect to a Tax Return prepared by Buyer, Buyer shall submit such Tax Return and such additional information regarding such Tax Return as reasonably requested by Seller, to Seller for Seller’s review, comment and approval, such approval not to be unreasonably withheld, delayed or conditioned, at least 30 days prior to the Company's operations for all periods through due date of such Tax Return (including any applicable extensions) and including Buyer shall revise such Tax Return to reflect any reasonable comments made by Seller prior to the Closing Datefiling of such Tax Return. (b) AmPaM Buyer shall file or cause to be filed all separate Returns of, or that include, any Acquired Party responsible for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return payment of any Acquired Partytransfer, if such action would result sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including notary fees) arising in additional Tax liabilities payable by any connection with the consummation of the Stockholders for periods ending on or prior to the Closing Datetransactions contemplated by this Agreement. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanyCompany shall prepare, if possibleconsistent with the past practices and customs of the Acquired Companies (unless a contrary position is required by applicable Law), or otherwise and timely file with the Stockholders shall file or cause appropriate Governmental Entity, all Tax Returns of the Acquired Companies relating to any Tax Period ending prior to the Closing Date that are required to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM Sellers' Representative shall file prepare at its own expense, consistent with the past practices and customs of the Acquired Companies (unless a contrary position is required by applicable Law), all Income Tax Returns of the Acquired Companies for any Tax Period ending on or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after before the Closing Date. Sellers' Representative shall permit Parent at least thirty (30) days to review and comment on such Income Tax Returns, and to the extent the treatment of any item on such Income Tax Return may increase the Tax liability of Parent or the Acquired Companies in Post-Closing Tax Periods by more than $50,000, then the treatment of such item on such Income Tax Return shall be subject to the approval of Parent (which approval shall not be unreasonably withheld). At least three (3) business days prior to the due date of such Income Tax Returns, the Sellers' Representative shall deliver such Income Tax Returns to Parent for filing. (c) Unless Parent shall prepare, or cause to be prepared, and timely file with the appropriate Governmental Entity all Income Tax Returns of the Acquired Companies relating to Tax Periods beginning after the Closing Date and all Non-Income Tax Returns of the Acquired Companies that are required (with all extensions) to be filed after the Closing Date. Parent shall prepare, consistent with the past practices and customs of the Acquired Companies (unless a contrary position is required by Law), and shall permit Sellers' Representative at least seven (7) calendar days to review and comment on, all material Non-Income Tax Returns that relate to a Pre-Closing Tax Period, and the treatment of any items on such Tax Returns shall, to the extent they relate to a Pre-Closing Tax Period, be subject to the reasonable approval of Sellers' Representative (which approval shall not be unreasonably withheld). (d) Sellers' Representative may prepare at its own expense, consistent with the past practices and customs of the Acquired Companies (unless a contrary position is required by applicable lawLaw), regulations any amended Income Tax Returns of the Acquired Companies for any Tax Period ending on or government proceedingsbefore the Closing Date. Sellers' Representative shall permit Parent at least thirty (30) days to review and comment on such Income Tax Returns, AmPaM and to the extent the treatment of any item on such Income Tax Return may increase the Tax liability of Parent or the Acquired Companies in Post-Closing Tax Periods by more than $50,000, then the treatment of such item on such Income Tax Return shall be subject to the approval of Parent (which approval shall not take be unreasonably withheld). The Sellers' Representative shall deliver such Income Tax Returns to Parent for filing, and Sellers' Representative shall reimburse Parent for its out-of-pocket costs and expenses incurred in connection with the review and filing of such Income Tax Returns. Parent shall be responsible for preparing and filing any action, including any amendment of a amended Non-Income Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by Returns for any of the Stockholders Acquired Companies for periods Tax Periods ending on or prior to the Closing Date. (d) Each party hereto shall. Parent shall not, and after the Closing Date shall cause its subsidiaries and Affiliates not permit any of the Acquired Companies to, provide to each of the other parties hereto such cooperation and information as amend, refile or otherwise modify any of them reasonably may request in filing any Return, amended Income Tax Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings any Tax Period ending on or other determinations by Taxing Authorities and relevant records concerning before the ownership and Tax basis Closing Date without the prior written consent of propertySellers' Representative, which such party consent may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsnot be unreasonably withheld. (e) Each To the extent required by applicable Law, each of the CompanySellers shall include any income, AmPaM and each Stockholder shall comply gain, loss, deduction or other Tax items for Pre-Closing Tax Periods on their Tax Returns in a manner consistent with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the CodeCompany's Schedule K-1's for such Tax Periods (including any income, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if anyloss, recognized on the receipt of cash deduction or other property under Tax items resulting from the Section 351(b) of the Code338 Elections).

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The CompanyOn or prior to the Closing Date, if possible, (1) Redemption Shareholders' Agents shall prepare or otherwise the Stockholders shall cause to be prepared and file or cause to be filed on a timely basis and in a manner consistent with past practice all income Tax Returns (federal, state, local or otherwise) of any Acquired Party the Company for all taxable periods that end Pre-Closing Periods, which Tax Returns are due (giving effect to any extensions thereto) on or before the Closing DateDate (excluding state and federal income Tax Returns for the taxable year ended June 30, 1996) and (2) Redemption Shareholders' Agents or the Company shall be responsible for and shall permit AmPaM to review timely pay all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause Taxes shown to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or due thereon prior to the Closing Date. (dii) Each party hereto shallAfter the Closing Date, Purchasers shall prepare or cause to be prepared and shall file or cause to be filed on a timely basis all other Tax Returns with respect to the Company and shall pay or cause to be paid the Taxes shown due thereon; provided, however, that Purchasers shall allow Redemption Shareholders' Agents to review any Tax Return for a Pre-Closing Period and shall not file any such Tax Return without first obtaining the prior written consent of Redemption Shareholders' Agents, which consent shall not be unreasonably withheld or delayed, provided, however, that if Redemption Shareholders' Agents do not consent to the filing of any such Tax Return, Purchasers shall be entitled to file such Tax Return, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents disputed items relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and such Tax basis of property, which such party may possess. Each party Return shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject be subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsdispute resolution procedures set forth in subparagraph (f). (eiii) Each The party responsible for filing any Tax Return with respect to Transfer Taxes shall prepare or cause to be prepared and shall file or cause to be filed on a timely basis such Tax Return and shall pay or cause to be paid the Transfer Taxes shown due thereon. The filing party shall provide the other party with a schedule calculating in reasonable detail such other party's indemnification obligation pursuant to subsection (a) hereof, which amounts shall be paid to the filing party within five days of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codereceiving such schedule.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) Sellers’ Representative, on behalf of Seller, shall prepare and file all Tax Returns required to be filed by or on behalf of the Acquired Companies for any Tax period ending on or before the Closing Date (the “Pre-Closing Tax Returns”). The CompanyPre-Closing Tax Returns shall be prepared in a manner that is consistent with past practice, if possibleexcept as otherwise required by applicable Law or agreed by the parties in writing. For avoidance of doubt, Pass-through Tax Returns of the Company and its Subsidiaries shall be prepared and filed by Seller and shall not be considered Pre-Closing Tax Returns. (A) In the case of any material Pre-Closing Tax Return and any Pass-through Tax Return that is required to be filed by the Acquired Companies before the Closing Date, Sellers’ Representative shall (1) prepare (or otherwise cause to be prepared) and provide Buyer with a copy of such Tax Return within a reasonable period of time after the Stockholders shall filing of such Tax Return (taking into account any applicable extensions with such period to be no less than thirty (30) calendar days with respect to an income Tax Return), and (2) timely file or cause to be filed such Tax Return with the relevant Taxing Authority and pay all income Taxes reflected as due on such Tax Returns Return. (federal, state, local or otherwiseB) In the case of any material Pre-Closing Tax Return that is required to be filed by the Acquired Party for all taxable periods that end on or before Companies after the Closing Date, and Sellers’ Representative shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay (1) prepare (or cause to be paid all income prepared) and present each such Tax liabilities Return to Buyer for Buyer’s review and approval within a reasonable period of time prior to the filing of such Tax Return (in excess of all amounts already paid taking into account and applicable extensions with respect thereto or properly accrued or reserved with respect thereto on the Financial Statementssuch period to be no less than thirty (30) calendar days with respect to the Company's operations for all periods through an income Tax Return), and including the Closing Date. (b2) AmPaM shall timely file or cause to be filed all separate Returns of, or that include, such Tax Return with the relevant Taxing Authority. The filing of any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired PartyCompany by Seller pursuant to this Section 8.03(a)(i)(B) that requires the signature of Buyer or any of its Affiliates (including any Acquired Company) also shall be subject to Buyer’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed. (C) If Buyer delivers an objection to Sellers’ Representative with respect to any Pre-Closing Tax Return reflected in this Section 8.03(a)(i)(B) within ten (10) calendar days after receipt thereof, the parties shall negotiate in good faith for a period of seven (7) calendar days to resolve any such dispute. If (i) the parties reach agreement on all disputed items or (ii) if such action would result the parties are unable to reach agreement but the disputed items are not described in additional the immediately succeeding sentence (i.e., unless the disputed items are items that are expected to have a material adverse effect on the Tax liabilities of the Acquired Companies for any Post-Closing Tax Period), then Buyer shall timely file or cause to be timely filed such Tax Return with the relevant Taxing Authority in the form agreed by Sellers’ Representative in writing. To the extent the parties are unable reach an agreement to resolve any dispute during such seven day period and the disputed items are reasonably expected to have a material adverse effect on the Tax liabilities of the Acquired Companies for any Post-Closing Tax Period, the parties shall submit such dispute to the Tax Matters Accounting Arbitrator in accordance with the procedures set forth in Section 8.03(a)(ii) no later than ten (10) calendar days after the date of Buyer’s delivery of an objection to Seller. (ii) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by or on behalf of the Acquired Companies for any Straddle Period (the “Straddle Period Tax Returns”) on a basis consistent with the past practices of the Acquired Companies, unless a different position is required by applicable Law or agreed by the parties in writing. With respect to any such Tax Return, Buyer shall deliver to Sellers’ Representative for review and comment at least thirty (30) calendar days prior to the due date for the filing of such Tax Return (taking into account any applicable extensions), a statement setting forth the amount of Tax for which Sellers’ Representative is responsible pursuant to Section 8.03(d) and a copy of such Tax Return, together with any additional information that Sellers’ Representative may reasonably request. Sellers’ Representative shall deliver written notice to Buyer within ten (10) calendar days after Sellers’ Representative’s receipt of such statement and Tax Return either accepting or objecting to such statement or Tax Return. If Sellers’ Representative shall not have delivered such written notice within such ten (10)-day period, Sellers’ Representative shall be deemed to have agreed to such statement and Tax Return and Buyer shall timely file or cause to be filed such Tax Return in such accepted form with the relevant Taxing Authority. If Sellers’ Representative objects to such statement or Tax Return in accordance with the immediately preceding sentence, Buyer and Sellers’ Representative shall attempt to resolve their differences by good faith negotiation to agree on such statement and Tax Return. If Buyer and Sellers’ Representative are unable to agree on such statement and Tax Return within seven (7) calendar days after delivery of Sellers’ Representative’s objection to such statement and Tax Return in accordance with the immediately preceding sentence, Buyer and Sellers’ Representative shall jointly request that an independent accounting firm mutually agreed upon by Buyer and Sellers’ Representative (“Tax Matters Accounting Arbitrator”) make a determination in resolution of any issue in dispute as promptly as possible. The determinations of the Tax Matters Accounting Arbitrator shall be final, binding and conclusive and Buyer shall timely file or cause to be filed the Straddle Period Tax Return in accordance with such determinations with the relevant Taxing Authority. The dispute resolution under this Section 8.03(a)(ii) shall constitute arbitration under rules of the American Arbitration Association (for domestic disputes) or the International Centre for Dispute Resolution (for international disputes). The Tax Matters Accounting Arbitrator will determine the allocation of the cost of its review and report for each party based on the inverse of the percentage represented by the quotient of (i) the Tax Matters Accounting Arbitrator’s determination (before such allocation) successfully awarded to such party, over (ii) the total amount of the total items in dispute as originally submitted to the Tax Matters Accounting Arbitrator. For example, should the items in dispute total One Thousand Dollars ($1,000) and the Tax Matters Accounting Arbitrator awards Six Hundred Dollars ($600) in favor of Sellers’ Representative’s position, sixty percent (60%) of the costs of the Tax Matters Accounting Arbitrator’s review would be borne by Buyer and forty percent (40%) of the costs would be borne by Sellers’ Representative. Sellers’ Representative and Buyer shall pay the fees and expenses of the Tax Matters Accounting Arbitrator as so allocated. (iii) All Taxes due and payable with respect to Tax Returns described in Section 8.03 will be paid by filer, subject to reimbursement by the other party pursuant to Section 8.03(i) and Section 11.03(c). (iv) Notwithstanding anything to the contrary in this Agreement, Buyer and its Affiliates (including, after the Closing, the Acquired Companies) shall not without the prior written consent of Sellers’ Representative take any of the Stockholders following actions with respect to an Acquired Company for periods any Pre-Closing Tax Period (including the portion of the Straddle Period ending on or prior to the Closing Date. ): (da) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as file or amend or otherwise modify any of them reasonably may request in filing any Tax Return, amended Return or claim for refund(b) extend or waive, determining a liability for Taxes or a right cause to refund be extended or waived, any statute of Taxes or in conducting any audit limitations or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning period for the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation assessment of any documents Tax or information so provided. Subject deficiency related to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash any Tax or other property under Section 351(b) of the Code.Tax Return,

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanySubject to Section 14.3(f), if possible, or otherwise for any taxable period of the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods Company that end ends on or before the Closing Date, Seller shall timely prepare, consistent with past practices and custom of the Company (unless a contrary position is required by law), and file with the appropriate Tax Authority all required consolidated, combined or unitary Tax Returns that include any of the Company (and shall permit AmPaM to review promptly provide Buyer with copies of all such Tax Returns prior insofar as such Tax Returns relate to such filings. Unless the Company is a C corporation, the Stockholders Company) and shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns. Seller shall not file any Tax Return relating to a Pre-Closing Tax Period without Buyer's consent (which shall not be unreasonably withheld) if the Company's operations filing of such Tax Return may cause a net increase of the Tax liability of the Company for all periods through and including the a Post-Closing DateTax Period. (b) AmPaM Buyer shall timely prepare and file with the appropriate Taxing Authority all other Company Tax Returns relating to a Pre-Closing Tax Period or cause Straddle Period required to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing DateDate and shall pay all Taxes due with respect to such Tax Returns. Any Tax Return prepared and filed by Buyer for a Pre-Closing Tax Period or Straddle Period shall be prepared consistent with past practices and custom of the Company (unless a contrary position is required by law) to the extent such Tax Returns relate to the Taxes of the Company for a Pre-Closing Tax Period, and Seller shall pay Buyer (in accordance with the procedures set forth in Section 11.2(f)) for any amount owed by Seller pursuant to Section 11.2(f) with respect to any such Tax Returns. (c) Unless required by applicable lawSeller shall be responsible for filing any amended consolidated, regulations combined or government proceedings, AmPaM shall not take any action, including any amendment of a unitary Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of Returns that include the Stockholders Company for periods taxable years ending on or prior to the Closing DateDate that are required as a result of examination adjustments made by the Internal Revenue Service or by the applicable state, local or foreign Taxing Authorities for such taxable years as finally determined. For those jurisdictions in which separate Tax Returns are filed by the Company, any required amended Tax Returns for taxable years ending on or prior to the Closing Date resulting from such examination adjustments, as finally determined, shall be prepared by Buyer and a copy thereof shall be furnished to Seller. Seller shall not file any amended, consolidated, combined or unitary Tax Returns that include the Company for a period ending on or before the Closing Date without Buyer's consent (which consent shall not be unreasonably withheld) if the filing of any such amended Tax Return may affect the Tax liability of the Company for which Buyer is liable. (d) Each party hereto shallSeller shall be responsible for the payment of all transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries other non-income Taxes and Affiliates toadministrative fees (including, provide to each without limitation, notary fees) arising in connection with the consummation of the transactions contemplated by this Agreement. Seller and Buyer shall cooperate in preparing and filing all Tax Returns and other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available documentation on a mutually convenient timely basis at its cost to provide explanation of any documents or information so provided. Subject as may be required with respect to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs payment of filing such ReturnsTaxes and fees. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders MicroStrategy shall prepare and timely file or shall cause to be prepared and timely filed (i) all income Tax Returns (federal, state, local or otherwise) for any Income Taxes of any Acquired Party the Company and the Subsidiary for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review (ii) all such other Tax Returns of the Company and the Subsidiary required to be filed (taking into account extensions) prior to such filingsthe Closing Date. Unless the Company is a C corporation, the Stockholders MicroStrategy shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns. Buyer shall promptly reimburse MicroStrategy for the Company's operations for all amount of any such Taxes paid by MicroStrategy to the extent such Taxes are attributable (as determined under Section 9.2 hereof) to periods through and including following the Closing Date. (b) AmPaM Buyer shall prepare and timely file or shall cause to be prepared and timely filed all separate other Tax Returns offor the Company and the Subsidiary. Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that MicroStrategy shall promptly reimburse Buyer to the extent any payment Buyer is required to make relates to the operations of the Company or that include, the Subsidiary for any Acquired Party for all taxable periods period ending after (or deemed pursuant to Section 9.2(b) to end) on or before the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Any Tax Return to be prepared and filed for taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return to the extent allowable by law. Buyer shall provide MicroStrategy with a copy of any Acquired Party, if each proposed Tax Return (and such action would result in additional information regarding such Tax liabilities payable Return as may reasonably be requested by any of the Stockholders for periods ending on or MicroStrategy) at least 20 days prior to the Closing Datefiling of such Tax Return for review and comment. Buyer shall prepare such Tax Returns by taking into account any reasonable comments of MicroStrategy. (d) Each party hereto shallBuyer and the Sellers shall each be responsible for the payment of one-half (1/2) of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries other non-income Taxes and Affiliates to, provide to each administrative fees (including notary fees) arising in connection with the consummation of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsAgreement. (e) Each Seller shall pay or cause to be paid any Tax incurred by such Seller directly attributable to the making of the Company, AmPaM Section 338(h)(10) Election described in Section 9.5. Buyer shall be responsible for the payment of any and each Stockholder shall comply with all Taxes not incurred in the tax reporting requirements ordinary course of Section 1.351-3 business attributable to the acts or omissions of Buyer or Buyer’s Affiliates occurring after the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized Closing on the receipt of cash or other property under Section 351(b) of the CodeClosing Date.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The Company, if possible, or otherwise the Stockholders Seller shall file prepare (or cause to be filed prepared) all income Tax Returns (federal, state, local or otherwise) of any required to be filed by the Acquired Party Entities for all taxable periods that end on or before prior to the Closing Date, and shall permit AmPaM to review all Date (a “Pre-Closing Period”) (such Tax Returns being the “Pre-Closing Period Tax Returns”) (provided that Seller shall submit a draft of any such Tax Return required to be filed by the Acquired Entities to Purchaser for its review and comment at least twenty (20) days prior to the due date of such filingsTax Return). Unless Seller shall timely file all such Pre-Closing Period Tax Returns, provided, however, if any Pre-Closing Period Tax Return is due after the Company Closing and Seller is a C corporationnot authorized to file such Pre-Closing Period Tax Return by Law, the Stockholders Purchaser shall pay file (or cause to be paid filed) such Pre-Closing Period Tax Return as prepared by Seller with the appropriate Governmental Authorities. Seller shall pay all income Taxes due and payable in respect of all Pre-Closing Periods; provided, however, that if any Pre-Closing Period Tax liabilities Return is due after the Closing and is to be filed (or caused to be filed) by Purchaser, Seller shall pay (in excess immediately available funds) all Taxes due and payable in respect of such Tax Return to Purchaser no later than five (5) days prior to the due date of such Tax Return. (ii) Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns required to be filed by the Acquired Entities for all taxable periods beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”) (such Tax Returns, the “Straddle Period Tax Returns”). Purchaser shall deliver or cause to be delivered drafts of all amounts already paid with Straddle Period Tax Returns to Seller at least twenty (20) days prior to the due date of any such Straddle Period Tax Return (taking into account valid extensions) and notify Seller of Purchaser’s calculation of Seller’s share of the Taxes of the Acquired Entities for any such Straddle Periods. If Seller disputes any item on such Straddle Period Tax Return, it shall notify Purchaser (by written notice within fifteen (15) days of receipt of Purchaser’s calculation) of such disputed item (or items) and the basis for its objection. If Seller does not object by written notice within such period, Purchaser’s calculation of Seller’s share of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof. Purchaser and Seller shall act in good faith to resolve any such dispute prior to the date on which the Straddle Period Tax Return is required to be filed. No later than three (3) days prior to the filing of such Straddle Period Tax Return, Seller shall pay to Purchaser (in immediately available funds) the amount of Seller’s share of the Tax liability for the Straddle Period determined pursuant to this Section 6.7(a). (iii) In order to apportion appropriately any Taxes relating to a Straddle Period, the parties hereto shall, to the extent required or permitted under applicable Law, treat the Closing Date as the last day of the taxable year or period of the Acquired Entities for all Tax purposes. In any case where applicable Law does not permit the Acquired Entities to treat the Closing Date as the last day of the taxable year or period, such Taxes (including all real and personal property taxes) shall be prorated as of the Effective Time. With respect thereto or properly accrued or reserved with respect thereto to such prorated Taxes, the portion of any Taxes that are allocable to the portion of the Straddle Period ending on the Financial StatementsClosing Date shall be: (A) in the case of Taxes that are imposed on a periodic basis (such as real property Taxes), deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and (B) in the case of Taxes not described in (A) (such as (x) Taxes that are based upon or measured by income or receipts or imposed in connection with respect any sale or other transfer or assignment of property (real or personal, tangible or intangible) and (y) payroll and similar Taxes), deemed equal to the Company's operations for all periods through and including amount that would be payable if the taxable year or period ended on the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The Company, if possible, or otherwise the Stockholders Seller shall file prepare (or cause to be filed prepared) all income Tax Returns (federal, state, local or otherwise) of any required to be filed by the Acquired Party Entities for all taxable periods that end on or before prior to the Closing DateDate (a "Pre-Closing Period") (such Tax Returns, the "Pre-Closing Period Tax Returns") (provided that Seller shall submit a draft of any such Pre-Closing Period Tax Return required to be filed by the Acquired Entities to Purchaser for its review and comment at least twenty (20) days prior to the due date of such Pre-Closing Period Tax Return (taking into account valid extensions)). In the event of any disagreement between Seller and Purchaser as to the proper reporting of any item on any Pre-Closing Period Tax Return, Seller and Purchaser (after good faith attempt to resolve such disagreement) shall permit AmPaM submit such disagreement to review a mutually-agreed upon public accounting firm whose determination as to the proper reporting of such item shall be binding on Seller and Purchaser. Seller and Purchaser shall share equally the costs of such public accounting firm. Seller shall timely file all such Pre-Closing Period Tax Returns prior Returns, provided, however, if any Pre-Closing Period Tax Return is due after the Closing and Seller is not authorized to file such filings. Unless the Company is a C corporationPre-Closing Period Tax Return by Law, the Stockholders Purchaser shall pay file (or cause to be paid filed) such Pre-Closing Period Tax Return as prepared by Seller with the appropriate Governmental Authorities. Seller shall pay all income Taxes due and payable in respect of all Pre-Closing Periods; provided, however, that if any Pre-Closing Period Tax liabilities Return is due after the Closing and is to be filed (or caused to be filed) by Purchaser, Seller shall pay (in excess immediately available funds) all Taxes due and payable in respect of such Tax Return to Purchaser no later than five (5) days prior to the due date of such Tax Return. (ii) Purchaser shall prepare and file (or cause to be prepared and filed), all Tax Returns required to be filed by the Acquired Entities for all taxable periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period") (such Tax Returns, the "Straddle Period Tax Returns"). Purchaser shall deliver or cause to be delivered drafts of all amounts already paid with respect thereto Straddle Period Tax Returns to Seller for its review and comment at least twenty (20) days prior to the due date of any such Straddle Period Tax Return (taking into account valid extensions) and notify Seller of Purchaser's calculation of Seller's share of the Taxes of the Acquired Entities for any such Straddle Periods. In the event of any disagreement between Seller and Purchaser as to the proper reporting of any item on any Straddle Period Tax Return or properly accrued calculation of Taxes for such Straddle Period Tax Return, Seller and Purchaser (after a good faith attempt to resolve such disagreement) shall submit such disagreement to a mutually-agreed upon public accounting firm whose determination as to the proper reporting of such item and calculation of Taxes shall be binding on Seller and Purchaser. Seller and Purchaser shall share equally the costs of such public accounting firm. No later than three (3) days prior to the filing of such Straddle Period Tax Return, Seller shall pay to Purchaser (in immediately available funds) the amount of Seller's share of the Tax liability for the Straddle Period determined as of such time pursuant to this Section 6.7(a). (iii) In order to apportion appropriately any Taxes relating to a Straddle Period, the parties hereto shall, to the extent required or reserved with respect thereto permitted under applicable Law, treat the Closing Date as the last day of the taxable year or period of the Acquired Entities for all Tax purposes. In any case where applicable Law does not permit the Acquired Entities to treat the Closing Date as the last day of the taxable year or period, the portion of any Taxes that are allocable to the portion of the Straddle Period ending on the Financial StatementsClosing Date shall be: (A) in the case of Taxes that are imposed on a periodic basis (such as real property Taxes), deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and (B) in the case of Taxes not described in (A) (such as (x) Taxes that are based upon or measured by income or receipts or imposed in connection with respect any sale or other transfer or assignment of property (real or personal, tangible or intangible) and (y) payroll and similar Taxes), deemed equal to the Company's operations for all periods through and including amount that would be payable if the taxable year or period ended on the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanySubsequent to Closing, if possibleSeller shall have no right or obligation to prepare or file any Tax Returns of the Company and/or the Subsidiaries, or otherwise the Stockholders any liability with respect to any Tax payments required thereby or relating thereto. Subsequent to Closing, Purchaser shall file or cause to be prepared and filed (to the extent permissible under applicable law, in a manner consistent with past practice) on a timely basis all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for the Company and the Subsidiaries for all taxable periods that end ending on or prior to, or including, the Closing Date which have not been filed on or before the Closing Date, Date (the “Pre-Closing Tax Returns”) and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid any Taxes required thereby or relating thereto. Subsequent to the execution of this Agreement through Closing, Seller shall cause to be filed all income Tax Returns of the Company and/or the Subsidiaries when due and shall not seek extension of any filing dates. Seller shall comply with all Tax Laws in preparing such Tax Returns, which shall be correct and complete. Any liability shown on the face of Tax Returns filed by Seller on or prior to Closing shall be at Seller’s sole expense. Any settlement of Tax liabilities of the Company and/or the Subsidiaries subsequent to the execution of this Agreement and on or prior to Closing shall be at Seller’s sole expense. (b) Seller shall provide Purchaser with such assistance and documents, without charge and in excess a timely fashion, as may be reasonably requested by Purchaser in connection with (i) the preparation of any Tax Return, or (ii) the conduct of any audit, hearing, arbitration, suit or other proceeding by or before a Taxing Authority to investigate or resolve the existence or extent of a liability owed with respect to Taxes (a “Tax Contest”); provided that Seller shall not by reason of the foregoing be obligated to incur any out-of-pocket costs. Such assistance shall include, without limitation: (i) the provision of books, records, Tax Returns, documentation or other information relating to any relevant Tax Return (“Tax Data”); (ii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, or in connection with any Tax Contest, including, without limitation, the execution of powers of attorney and extensions of applicable statutes of limitations; and (iii) the use of reasonable efforts to obtain any documentation from any Taxing Authority or other Person that may be necessary or reasonably helpful in connection with the foregoing. (c) Prior to Closing Seller shall, and following Closing Purchaser shall, cause the Company and the Subsidiaries to, retain or cause to be retained the Tax Data, all Tax Returns, schedules and workpapers, and all material records or other documents relating thereto, until one year after the expiration of all amounts already paid with respect thereto applicable statutes of limitations (including any waivers or properly accrued or reserved with respect thereto on the Financial Statementsextension thereof) with respect to the Company's operations for all Taxable periods through to which such Tax Returns and including other documents relate or until the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return expiration of any Acquired Partyadditional period that either Purchaser or Seller, if such action would result as the case may be, may reasonably request in additional Tax liabilities payable by any of writing with respect to specifically designated material records or documents; provided, however, that in the Stockholders for periods ending on event an audit, examination, investigation or other proceeding has been instituted prior to the Closing Dateexpiration date of an applicable statute of limitations, the Tax Data and Tax documentation relating thereto shall be retained until there is a final determination thereof (and the time for any appeal has expired). (d) Each party hereto shallPurchaser and Seller shall each pay one-half of any and all transfer, stamp and documentary Taxes, and shall cause its subsidiaries any transfer or recording fees and Affiliates tocharges, provide to each imposed in connection with the consummation of the other parties hereto such cooperation and information as transactions provided for by this Agreement by any United States state or local Taxing Authority (collectively, “Transfer Taxes”). For the avoidance of them reasonably may request in filing any Returndoubt, amended Return or claim for refundthe Parties agree that no Income Taxes, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat Taxes imposed under the transaction laws of Australia or any other non-U.S. jurisdiction (or of subdivisions, units, or components thereof) shall be deemed Transfer Taxes. The Parties agree to use their commercially reasonable efforts to minimize the Transfer Taxes. Purchaser shall cause to be prepared and timely filed all Tax Returns relating to Transfer Taxes (“Transfer Tax Returns”) which either Purchaser or Seller, as a tax-free contribution the case may be, has primary responsibility for filing under Section 351(aapplicable Law and shall cause all such Transfer Taxes to be duly and timely paid in full. Purchaser shall cause copies of each such Transfer Tax Return and of all relevant work papers and other relevant documents to be delivered to Seller within thirty (30) days after the date of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codefiling such Transfer Tax Return.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The CompanyFor the year ended December 31, if possible2021, or otherwise the Stockholders DSD shall file two different returns, one of which will be for the period ended on the Closing Date (the “Pre-Closing Return”) and one of which shall be for the period ended December 31, 2021 (the “Post-Closing Return”). (ii) DSD, at its expense, shall prepare and timely file or shall cause to be prepared and timely filed all income Tax Returns of DSD (federalincluding, statefor the avoidance of doubt, local or otherwiseany Pre-Closing Returns) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause required to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (ctaking into account extensions) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing DateDate (each, a “DSD Return”). Except to the extent otherwise required by applicable Law, such DSD Returns shall be prepared in a manner consistent with the DSD’s past practice. (diii) Each party hereto shallThe High Tide Parties shall prepare and timely file, or shall cause to be prepared and timely filed, all other Tax Returns for the DSD (including, for the avoidance of doubt, any Post-Closing Returns); provided, however, that the High Tide Parties (i) shall provide the Shareholder Representative with a draft copy of each such Tax Return that includes any Pre-Closing Tax Period at least 5 Business Days before the due date for the filing of such Tax Return (including extensions), (ii) shall consider in good faith any comments provided by the Shareholder Representative and shall incorporate any reasonable comments made by the Shareholder Representative, and (iii) shall not file any such Tax Return without the written consent of the Shareholder Representative (which shall not be unreasonably withheld, conditioned or delayed). The High Tide Parties shall make all payments required with respect to any such Tax Returns; provided, however, that the Shareholders shall promptly reimburse the High Tide Parties to the extent any payment the High Tide Parties is required to make with respect to any such Tax Return relates to the operations of DSD for any Pre-Closing Tax Period to the extent such amounts are excluded from any payments made pursuant to Section 8.03(c). (iv) The High Tide Parties shall not, and shall not cause or permit any of its subsidiaries and Affiliates Affiliates, or the Acquisition Sub to, provide (A) amend any Tax Returns filed with respect to any Pre-Closing Tax Period, (B) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, or (C) initiate any voluntary disclosure with respect to Taxes or otherwise voluntarily approach a Governmental Entity with respect to Taxes, in each case without the prior written consent of the other parties hereto such cooperation and information as any of them reasonably Shareholder Representative (which consent may request in filing any Returnnot be unreasonably withheld, amended Return delayed, or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.conditioned)

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise Parent shall be responsible for the Stockholders shall file or cause to be filed preparation and filing of all Tax Returns for Parent for all periods and for all income Tax Returns (federalof, stateor that include, local the Acquired Companies or otherwise) of any Acquired Party Business Subsidiaries for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all . To the extent such Tax Returns prior relate to such filingsthe Acquired Companies or Business Subsidiaries, they shall be prepared on a basis consistent with the last previous similar Tax Return, unless otherwise required by law. Unless the Company is a C corporation, the Stockholders Parent shall pay make or cause to be paid made all payments required with respect to any such Tax Returns unless such Tax was included as a current liability of the Businesses in the Final Closing Adjustment Amount and taken into account in determining the Purchase Price in which case, such Tax shall be the responsibility of Buyer. Buyer shall be responsible for the preparation and filing of all other Tax Returns relating to the Acquired Companies or Business Subsidiaries for all taxable periods that end on or before the Closing Date and are filed after the Closing Date. Such Tax Returns shall be prepared on a basis consistent with the last previous similar Tax Return, unless otherwise required by law. Buyer shall provide copies of such Tax Returns to Parent and shall consider in good faith any adjustments thereto as may be reasonably requested by Parent prior to filing. Parent shall be liable for all payments required with respect to any such Tax Returns, unless such Tax was included as a current liability of the Businesses in the Final Closing Adjustment Amount and taken into account in determining the Purchase Price. Parent shall provide to Buyer copies of all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any the Acquired Party Companies or Business Subsidiaries for all taxable periods ending that end on or before the Closing Date that are filed after the Closing Date, provided that in the case of any Tax Return filed on a consolidated, combined or unitary basis with Parent or any Parent Affiliate, only the portion of the Tax Return relating to the Acquired Companies or the Business Subsidiaries and any applicable “tax packages” containing the information relating to the Acquired Companies and Business Subsidiaries that was included on such Tax Return shall be provided to Buyer. (b) Buyer shall be responsible for the preparation and filing of all Tax Returns for the Businesses and the Acquired Companies or Business Subsidiaries for taxable periods that begin on or before the Closing Date and end after the Closing Date (“Straddle Period”) which Tax Returns shall be prepared on a basis consistent with the last previous similar Tax Returns, unless otherwise required by law. Any Straddle Period Tax Return relating to income Taxes prepared by Buyer shall be delivered to Parent at least 20 days prior to the applicable filing due date, and Buyer shall make any adjustments thereto relating solely to the portion of the Straddle Period ending on the Closing Date as may be reasonably requested by Parent prior to filing, to the extent such adjustments are consistent with prior similar Tax Returns and are not contrary to law. Buyer shall be liable for all payments required with respect to any such Tax Returns; provided, however, that Parent shall reimburse Buyer within 10 days of the receipt of notification from Buyer of the amount of such Taxes attributable to the portion of the Straddle Period ending on the Closing Date (as determined pursuant to Section 8.2(b)), unless such Tax was included as a current liability of the Businesses in the Final Closing Adjustment Amount and taken into account in determining the Purchase Price. (c) Unless Buyer and Parent shall each be responsible for one-half (1/2) of the payment of any transfer, sales, use, excise, stamp, conveyance, value added, recording, registration, documentary, filing and other fees and charges (including notary fees) (“Transfer Tax”) arising in connection with the consummation of the transactions contemplated by this Agreement. Parent will file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes and, if required by applicable law, regulations or government proceedings, AmPaM Buyer will join in the execution of any such Tax Returns and other documentation. The parties shall not take any actionjointly determine the proper application of transfer Taxes and similar requirements to the various components of the transactions contemplated under this Agreement, including any amendment with respect to establishing values or consideration amounts of a Tax Return of any individual Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing DateAssets consistent with Section 1.2(a)(iii) hereof. (d) Each party hereto shall, Buyer shall be responsible for the payment of any and shall cause its subsidiaries and Affiliates to, provide to each all Taxes of the other parties hereto such cooperation and information as any Acquired Companies or Business Subsidiaries not incurred in the ordinary course of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning business after the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available Closing on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject the Closing Date to the preceding sentence, each party required to file Returns pursuant to extent that such Taxes are not specifically contemplated by this Agreement shall bear all costs of filing such ReturnsAgreement. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders Company shall prepare and timely file or cause to be prepared and timely filed all income Tax Returns for the Company or any Subsidiary required to be filed (federaltaking into account extensions) prior to the Closing Date. The Company shall make or cause to be made all payments required with respect to such Tax Returns. (b) The Buyer shall prepare and timely file or shall cause to be prepared and timely filed all other Tax Returns for the Company and any Subsidiary. The Buyer shall make all payments required with respect to any such Tax Returns; provided, statehowever, local that the Indemnifying Stockholders shall promptly reimburse the Buyer to the extent any payment the Buyer is required to make relates to the operations of the Company or otherwiseany Subsidiary for any period ending (or deemed pursuant to Section 7.3(b) to end) on or before the Closing Date excluding any amounts accrued on the Most Recent Balance Sheet relating to a penalty assessed by the Internal Revenue Service for the Company’s failure to sign a Form 5500 for the 12-month period ended December 31, 2000. (c) Any Tax Return of the Company or any Acquired Party Subsidiary to be prepared and filed for all taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the past practices used with respect to such Tax Return (unless such past practices are no longer permissible under the Code or other applicable Tax law). The Buyer shall provide the Stockholder Representatives with a copy of each proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Stockholder Representatives) at least 30 days prior to the filing of such Tax Return. Upon the reasonable request of the Indemnifying Stockholders, Buyer shall make such changes to any such Tax Returns to the extent that end any return position proposed to be taken by Buyer on such Tax Returns would likely result in an indemnification claim by Buyer under Section 7.2 of this Article VII with respect to Taxes for any taxable period ending on or before the Closing Date; provided, and however, that in no event shall permit AmPaM the Buyer be obligated to review all such make any proposed changes that are not permissible under applicable Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shallThe Indemnifying Stockholders shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries other Taxes and Affiliates toadministrative fees (including, provide to each without limitation, notary fees), arising in connection with the consummation of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsAgreement. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanyCompany shall prepare, if possibleconsistent with the past practices and customs of the Acquired Companies (unless a contrary position is required by applicable Law), or otherwise and timely file with the Stockholders shall file or cause appropriate Governmental Entity, all Tax Returns of the Acquired Companies relating to any Tax Period ending prior to the Closing Date that are required to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM Sellers’ Representative shall file prepare at its own expense, consistent with the past practices and customs of the Acquired Companies (unless a contrary position is required by applicable Law), all Income Tax Returns of the Acquired Companies for any Tax Period ending on or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after before the Closing Date. Sellers’ Representative shall permit Parent at least thirty (30) days to review and comment on such Income Tax Returns, and to the extent the treatment of any item on such Income Tax Return may increase the Tax liability of Parent or the Acquired Companies in Post-Closing Tax Periods by more than $50,000, then the treatment of such item on such Income Tax Return shall be subject to the approval of Parent (which approval shall not be unreasonably withheld). At least three (3) business days prior to the due date of such Income Tax Returns, the Sellers’ Representative shall deliver such Income Tax Returns to Parent for filing. (c) Unless Parent shall prepare, or cause to be prepared, and timely file with the appropriate Governmental Entity all Income Tax Returns of the Acquired Companies relating to Tax Periods beginning after the Closing Date and all Non-Income Tax Returns of the Acquired Companies that are required (with all extensions) to be filed after the Closing Date. Parent shall prepare, consistent with the past practices and customs of the Acquired Companies (unless a contrary position is required by Law), and shall permit Sellers’ Representative at least seven (7) calendar days to review and comment on, all material Non-Income Tax Returns that relate to a Pre-Closing Tax Period, and the treatment of any items on such Tax Returns shall, to the extent they relate to a Pre-Closing Tax Period, be subject to the reasonable approval of Sellers’ Representative (which approval shall not be unreasonably withheld). (d) Sellers’ Representative may prepare at its own expense, consistent with the past practices and customs of the Acquired Companies (unless a contrary position is required by applicable lawLaw), regulations any amended Income Tax Returns of the Acquired Companies for any Tax Period ending on or government proceedingsbefore the Closing Date. Sellers’ Representative shall permit Parent at least thirty (30) days to review and comment on such Income Tax Returns, AmPaM and to the extent the treatment of any item on such Income Tax Return may increase the Tax liability of Parent or the Acquired Companies in Post-Closing Tax Periods by more than $50,000, then the treatment of such item on such Income Tax Return shall be subject to the approval of Parent (which approval shall not take be unreasonably withheld). The Sellers’ Representative shall deliver such Income Tax Returns to Parent for filing, and Sellers’ Representative shall reimburse Parent for its out-of-pocket costs and expenses incurred in connection with the review and filing of such Income Tax Returns. Parent shall be responsible for preparing and filing any action, including any amendment of a amended Non-Income Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by Returns for any of the Stockholders Acquired Companies for periods Tax Periods ending on or prior to the Closing Date. (d) Each party hereto shall. Parent shall not, and after the Closing Date shall cause its subsidiaries and Affiliates not permit any of the Acquired Companies to, provide to each of the other parties hereto such cooperation and information as amend, refile or otherwise modify any of them reasonably may request in filing any Return, amended Income Tax Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings any Tax Period ending on or other determinations by Taxing Authorities and relevant records concerning before the ownership and Tax basis Closing Date without the prior written consent of propertySellers’ Representative, which such party consent may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsnot be unreasonably withheld. (e) Each To the extent required by applicable Law, each of the CompanySellers shall include any income, AmPaM and each Stockholder shall comply gain, loss, deduction or other Tax items for Pre-Closing Tax Periods on their Tax Returns in a manner consistent with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the CodeCompany’s Schedule K-1’s for such Tax Periods (including any income, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if anyloss, recognized on the receipt of cash deduction or other property under Tax items resulting from the Section 351(b) of the Code338 Elections).

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanyGB Ltd. shall be responsible for the preparation and filing of all Tax Returns for Sellers and any Acquired Companies for all Pre-Closing Tax Periods (including the consolidated, if possibleunitary and combined Tax Returns for Sellers, which include the operations of the AS&O Business) that are required to be filed on or otherwise prior to the Stockholders Closing Date (taking into account extensions of time to file) and, in the case of any such Tax Returns that are with respect to income taxes, that are required to be filed on or prior to or after the Closing Date (taking into account extensions of time to file) (each a “Seller Return”). GB Ltd. shall, and shall file cause the Sellers to, make or cause to be filed made all income payments (including all Taxes) required with respect to any Seller Return, and GB Ltd. shall promptly reimburse Buyer with respect to any such amounts paid by Buyer or any Acquired Company after the Closing Date. Any Seller Return that is a separate Tax Returns (federal, state, local or otherwise) Return of any Acquired Party for all taxable periods Company (or that end only includes Acquired Companies) shall be prepared on a basis consistent with the last previous similar Tax Return; provided, however, that if GB Ltd. is advised by counsel or before otherwise determines in good faith that the Closing Date, and shall permit AmPaM to review all filing of any such Tax Returns prior Return and the reporting on such Tax Return in accordance with the last previous similar Tax Return is likely to subject GB Ltd. or any Acquired Company to any penalties or is otherwise inconsistent with applicable Law, then such Tax Return shall be prepared and filed without regard to last previous similar Tax Return relating to such filingsitem. Unless the Company is GB Ltd. shall provide Buyer with a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess copy of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) each proposed draft of any Seller Return with respect to income Taxes that is a separate Tax Return of any Acquired Company (or that only includes Acquired Companies) (and such additional information regarding such Seller Return as may reasonably be requested by Buyer) at least thirty (30) days prior to the Company's operations filing of such Seller Return for Buyer’s review and reasonable comment. GB Ltd. will cause all periods through such Seller Returns (as revised to incorporate Buyer’s reasonable comments) to be timely filed and including the Closing Datewill provide a copy of each such Seller Return as filed to Buyer. (b) AmPaM Buyer shall file or cause be responsible for the preparation and filing of all Tax Returns (other than such Tax Returns that are Seller Returns) the due date of which (taking into account extensions of time to be filed file) is after the Closing Date (each a “Buyer Return”). Buyer shall make all separate Returns ofpayments required with respect to any Buyer Return; provided, or however, that includeGB Ltd. shall promptly, but in any Acquired Party event within ten (10) days prior to the filing of any such Buyer Return, reimburse Buyer for all the amount of any such Taxes to the extent such Taxes are attributable (as determined under Section 9.2 for any taxable periods period beginning before the Closing Date and ending after the Closing Date) to periods or portions thereof ending on or before the Closing Date. (c) Unless required by applicable lawAny Buyer Return shall be prepared on a basis consistent with the last previous similar Tax Return, regulations or government proceedings, AmPaM and Buyer shall not take any action, including any amendment of a consult with GB Ltd. concerning each such Tax Return in good faith; provided, however, that if Buyer is advised by counsel or otherwise determines in good faith after consultation with GB Ltd. that the filing of any such Tax Return and the reporting on such Tax Return in accordance with the last previous similar Tax Return is likely to subject Buyer or any Acquired PartyCompany to any penalties or is otherwise inconsistent with applicable Law, if then such action would result in Tax Return shall be prepared and filed without regard to last previous similar Tax Return relating to such item. Buyer shall provide GB Ltd. with a copy of each proposed draft of any Buyer Return with respect to income taxes (and such additional Tax liabilities payable information regarding such Buyer Return as may reasonably be requested by any of the Stockholders for periods ending on or GB Ltd.) at least thirty (30) days prior to the Closing Date.filing of such Buyer Return for GB Ltd.’s review and reasonable comment. Buyer will cause all such Buyer Returns (as revised to incorporate GB Ltd.’s reasonable comments) to be timely filed and will provide a copy of each such Buyer Return as filed to GB Ltd. (d) Each party hereto shallAll payments related to any transfer, sales, use, value added, conveyance, recording, registration, documentary, filing and shall cause its subsidiaries other non-income Taxes, administrative fees and Affiliates to, provide to each stamp duties arising in connection with the consummation of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs be paid by one-half by Buyer and one-half by GB Ltd.; provided, however, that if any Seller is required by applicable Law to pay any such Taxes, then such Seller shall pay such Taxes, and Buyer shall, subject to receipt of filing reasonably satisfactory evidence of such ReturnsSeller’s payment thereof or in the case of value added taxes receipt of a valid value added tax invoice, pay such Taxes to the Seller or, reimburse such Seller for such Taxes within ten (10) days after delivery of evidence, whether or not such Taxes were correctly or legally imposed by the applicable Taxing Authority. (e) Each Buyer shall be responsible for the payment of any and all Taxes not incurred in the Company, AmPaM Ordinary Course of Business to the extent attributable to the acts or omissions of Buyer or Buyer’s Affiliates occurring after the Closing on the Closing Date (excluding the transactions contemplated by this Agreement and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution any election under Section 351(a) 338 of the Code subject or any corresponding provision of state or local Law with respect to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codeany Acquired Company).

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise Seller shall be responsible for the Stockholders shall file or cause to be filed preparation and filing of all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for Seller for all taxable periods that end as to which Tax Returns are due after the Closing Date (including the consolidated, unitary and combined Tax Returns for Seller which include the operations of the Business for any period ending on or before the Closing Date, and ). Seller shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns except to the Company's operations extent provided in Sections 1.1(d)(ix) and 1.4(b) hereof. Buyer shall assume responsibility for all and promptly reimburse Seller for the amount of any such Taxes paid by Seller (i) to the extent such Taxes are attributable (as determined under Section 9.2 hereof) to periods through and including following the Closing DateDate and (ii) to the extent of any reserves for Taxes on the Most Recent Balance Sheet reduced by any subsequent payments of Taxes reflected in such reserves through the Closing Date and increased by the amount of any subsequent increases in such reserves in accordance with GAAP for Taxes attributable to the operation of the Business in the Ordinary Course of Business following the date of the Most Recent Balance Sheet through the Closing Date (as so adjusted, "Tax Reserves"). (b) AmPaM Buyer shall file be responsible for the preparation and filing of all other Tax Returns for the Business Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that Seller shall promptly reimburse Buyer to the extent any payment Buyer is required to make relates to the operations of the Business for any period ending on or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after before the Closing Date. (c) Unless required Any Tax Return to be prepared and filed for taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous Tax Return, and Buyer shall consult with Seller concerning each such Tax Return and report all items with respect to the period ending on the Closing Date in accordance with the instructions of Seller, if timely received by applicable lawBuyer; provided, regulations or government proceedingshowever, AmPaM shall not take that if Buyer is advised by counsel that the filing of any action, including any amendment of a Tax Return and the reporting on such Tax Return of any Acquired Partyitem in accordance with the instructions of Seller may subject Buyer to any penalties or fines, if Buyer may file such action would result in Tax Return without regard to Seller's instructions relating to such item. Buyer shall provide Seller with a copy of each proposed Tax Return (and such additional information regarding such Tax liabilities payable Return as may reasonably be requested by any of the Stockholders for periods ending on or Seller) at least 10 days prior to the Closing Datefiling of such Tax Return. (d) Each party hereto shallSeller shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries and Affiliates to, provide to each other non-income Taxes arising in connection with the consummation of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsAgreement. (e) Each Buyer shall be responsible for the payment of any and all Taxes not incurred in the Company, AmPaM and each Stockholder shall comply with Ordinary Course of Business attributable to the tax reporting requirements acts or omissions of Section 1.351-3 of Buyer or Buyer's Affiliates occurring after the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized Closing on the receipt of cash or other property under Section 351(b) of the CodeClosing Date.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The CompanySubject to Section 6.2(b)(xvii) of this Agreement, if possible, the Company shall prepare or otherwise the Stockholders shall cause to be prepared and timely file or cause to be timely filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods the Company that end are due on or before the Closing Date, Date and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Taxes shown as due thereon. Such Tax liabilities (Returns shall be prepared in excess accordance with the past custom and practice of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing DateCompany in preparing its Tax Returns, except as otherwise required by applicable Law. (bii) AmPaM Parent shall prepare or cause to be prepared and timely file or cause to be timely filed all separate Tax Returns of, or of the Company that include, any Acquired Party for all taxable periods ending are due after the Closing Date. (c) Unless Date and shall pay or cause to be paid all Taxes shown due thereon, without limitation to its rights to indemnification pursuant to Article VIII. Tax Returns for any Tax Period ending on or before the Closing Date and that portion of any Straddle Period through the end of the Closing Date shall be prepared in a manner consistent with prior Tax Returns, except as otherwise required by applicable law, regulations or government proceedings, AmPaM Law. Parent shall not take any action, including any amendment of a permit the Equityholder Representative to review and comment on each such income Tax Return of for any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods Period ending on or before the Closing Date and that portion of any Straddle Period through the end of the Closing Date at least fifteen (15) days prior to filing and shall give due regard to any timely and reasonable comments requested by the Closing Date. (d) Each party hereto Equityholder Representative. To the extent not expressly taken into account in determining the Initial Merger Consideration and the calculation of Adjusted Working Capital, the Equityholder Representative shall, and shall cause its subsidiaries and Affiliates to, provide to each on behalf of the other parties hereto such cooperation and information as Equityholders, reimburse Purchaser for any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject attributable to the preceding sentence, each party required to file Returns Pre-Closing Tax Period (as determined pursuant to this Agreement shall bear all costs Section 6.8(e)) within three (3) days of filing such Returnsdemand therefor. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise PKI shall be responsible for the Stockholders shall file or cause to be filed preparation of all income Tax Returns for Sellers for all periods (federalincluding the consolidated, stateunitary and combined Tax Returns for Sellers, local which include the operations of the Business for any period ending on or otherwisebefore the Closing Date) and for all Tax Returns of any the Acquired Party Companies for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM PKI shall file or cause to be filed all separate such Tax Returns offor Sellers, and shall file or cause to be filed all such Tax Returns of the Acquired Companies that include, any are required to be filed on or before the Closing Date. Buyer shall file or cause to be filed all such Tax Returns of the Acquired Party for all taxable periods ending Companies that are required to be filed after the Closing Date. Sellers shall make or cause to be made all payments required with respect to any such Tax Returns. Buyer shall promptly (and in any event, prior to required payment (including estimated payments) to the applicable tax authority) reimburse Sellers for the amount of any such Taxes to be paid by Sellers to the extent such Taxes are attributable (as determined under Section 7.2 hereof) to Post-Cutover Tax Periods to the extent not taken into account in Permitted Leakage or Reverse Leakage; provided, however, that (i) Buyer shall not be required to reimburse Sellers for Taxes for which PKI indemnifies the Buyer pursuant to Section 7.1(f) and (ii) Buyer shall not be required to reimburse Sellers for Taxes (other than Transfer Taxes and VAT covered by Section 7.7) imposed with respect to any transactions outside the Ordinary Course of Business that occur during the Locked Box Period (including at Closing). For the avoidance of doubt, for purposes of determining the Taxes attributable to the operations of the Business in the Ordinary Course of Business during the Locked Box Period for which Buyer is responsible, no losses (or other tax attributes) of PKI or any Affiliate of PKI shall be taken into account. (b) Buyer shall be responsible for the preparation and filing of all other Tax Returns for the Business. Buyer shall make all payments required with respect to any such Tax Returns. PKI shall promptly (and in any event, prior to required payment (including estimated payments) to the applicable tax authority) reimburse Buyer for the amount of any such Taxes to be paid by Buyer to the extent such Taxes are (i) attributable (as determined under Section 7.2) to Pre-Cutover Tax Periods or (ii) imposed with respect to any transactions outside the Ordinary Course of Business that occur during the Locked Box Period (including at Closing). (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Any Tax Return of an Acquired Company to be prepared and filed for a Straddle Period shall be prepared on a basis consistent with the last previous similar Tax Return, and Buyer shall consult with PKI concerning each such Tax Return and report all items with respect to the period ending on the Actual Cutover Date or any transactions outside the Ordinary Course of Business that occur during the Locked Box Period in accordance with the instructions of PKI (provided Buyer shall not be required to follow any such instruction to the extent Buyer’s tax advisor concludes such position is not “more likely than not” to prevail). Buyer shall provide PKI with a copy of each proposed Tax Return of an Acquired PartyCompany for a Straddle Period (and such additional information regarding such Tax Return as may reasonably be requested by PKI) at least 30 days prior to the filing of such Tax Return. (d) PKI and Buyer shall each be responsible for 50% of the payment of any transfer, if sales, use, stamp, conveyance, extraterritorial transfer, civil transaction tax, recording, registration, documentary, filing and other non-income Taxes (excluding any VAT, which shall be governed by Section 7.7 or Sections 7.1(a) and 7.1(b), as applicable) and administrative fees arising in connection with the consummation of the transactions contemplated by this Agreement, including, for the avoidance of doubt, the Pre-Closing Transactions (except for Pre-Closing Transactions in which PKI or an Affiliate of PKI transfers assets to an Affiliate of PKI that is not an Acquired Company in the transactions identified in items 5, 6 and 7 of clause (v) of Schedule 4.3) (collectively, “Transfer Taxes”); provided, however, that Buyer shall be responsible for the payment of all Transfer Taxes arising as a result of the Merger. The Party required under applicable Law to file any Tax Returns with respect to such action would result Taxes will file such returns and the other Party shall cooperate in additional the filing of such Tax liabilities payable Returns. (e) Buyer shall be responsible for the payment of any and all Taxes not incurred in the Ordinary Course of Business attributable to the acts or omissions of Buyer or Buyer’s Affiliates occurring after the Closing on the Closing Date and the payment of any and all Taxes of PE US LLC attributable to acts or omissions of Buyer after the Merger Effective Time. (f) From and after the Closing, PKI shall indemnify Buyer in respect of, and hold Buyer harmless against, any and all Damages incurred or suffered by Buyer or any of its Affiliates related to (i) any Taxes of any Seller or any of its Affiliates or any other Person (other than an Acquired Company) which is required to be paid by an Acquired Company by reason of the Stockholders for periods ending Acquired Company (or any predecessor of such Acquired Company) having been a member of any affiliated, consolidated, combined, unitary or similar Tax group on or prior to the Closing Date. , including pursuant to Treasury Regulations Section 1.1502-6 (dor any similar state, local, or non-U.S. law), or as a successor or transferee and (ii) Each party hereto shallany Taxes (other than Transfer Taxes or VAT, which are governed by Section 7.1(d) and shall cause its subsidiaries and Affiliates to, provide to each Section 7.7) arising from or imposed in connection with any of the other parties hereto such cooperation and information transactions occurring as part of, or in connection with, the Pre-Closing Transactions (including any Taxes imposed on any post-Closing dividend or distribution made by an Acquired Company to PKI or any of them reasonably may request in filing any Return, amended Return its Affiliates pursuant to the Pre-Closing Transactions) or claim for refund, determining a liability for Taxes or a right to refund the settlement of Taxes or in conducting any audit intercompany accounts or other proceeding amounts owed pursuant to Section 4.5, in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject each case to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing extent such ReturnsDamages were not included in Closing Indebtedness or Working Capital. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The Company, if possibleat its expense, or otherwise the Stockholders shall prepare and timely file or shall cause to be prepared and timely filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause any Subsidiary required to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (ctaking into account extensions) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (dii) Each party hereto shall, The Buyer shall prepare and timely file or shall cause its subsidiaries to be prepared and Affiliates totimely filed all other Tax Returns for the Company and any Subsidiary. The Buyer shall make all payments required with respect to any such Tax Returns; provided, provide however, that the Company Equityholders shall promptly reimburse the Buyer to each the extent any payment the Buyer is required to make relates to the operations of the other parties hereto such cooperation and information as Company or any of them reasonably may request in filing Subsidiary for any Return, amended Return period ending (or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns deemed pursuant to this Agreement shall bear all costs of filing such ReturnsSection 6.11(b)(ii) to end) on or before the Closing Date. (eiii) Each Any Tax Return to be prepared and filed for taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared and filed, on a basis consistent with the last previous similar Tax Return except to the extent the Buyer makes a good faith determination that a position or method of reporting in such Tax Return is not likely to be sustained upon audit or that such item cannot be so reported without being subject to penalties. Except with respect to any Tax Return to be filed within forty-five days of the Closing Date, the Buyer shall provide the Company Equityholder Representative with a copy of each proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Company Equityholder Representative) for review and comment at least forty-five (45) days prior to the filing of such Tax Return, in the case of income Tax Returns, and in such period of time prior to filing as the Buyer shall reasonably determine to be practicable in the case of other Tax Returns. The Buyer shall accept all comments of the Company Equityholder Representative with respect to the portion of the period ending on the Closing Date that are reasonable in Buyer’s judgment. (iv) The Company Equityholders shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including, without limitation, notary fees) arising in connection with the consummation of the transactions contemplated by this Agreement whether levied on any Buyer Indemnified Party, the Company Equityholders, the Company, AmPaM any Subsidiary or any of their respective Affiliates (“Transfer Taxes”). The Company Equityholders will file all necessary Tax Returns and each Stockholder shall comply other documentation with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Coderespect to all such Taxes, fees and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gaincharges and, if anyrequired by applicable law, recognized on the receipt Buyer will join in the execution of cash or any such Tax Returns and other property under Section 351(b) of the Codedocumentation.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders Representative shall prepare and timely file or cause to be prepared and timely filed (at the Cullman Shareholders' cost and expense and in a manner consistent with past practice) all income Tax Returns of the Company and each of its Subsidiaries (federalincluding, statefor this purpose, local or otherwiseAGA LLC) of any Acquired Party for all Pre-Closing Periods (as defined in Section 12.4(a)). Not less than twenty (20) business days prior to the due date for filing any Tax Return of the Company or any of its Subsidiaries (taking into account any applicable extensions) for any taxable periods that end period ending on or before the Closing Date, the Representative shall deliver a copy of such Tax Return to the Purchaser for its review and comment thereon. Such Tax Returns shall permit AmPaM disclose, in a manner that is reasonably satisfactory to review all the Purchaser, such information as the Purchaser reasonably deems necessary to ensure that the applicable statute of limitations applicable to such Tax Returns prior to shall be determined under Section 6501(a) of the Code and any comparable provisions of state, local, and foreign law. For this purpose, the Purchaser and the Principal Shareholders agree that such filings. Unless disclosure shall include (i) the net unrealized built in gain in Success Business Industries and Landmark on the dates of acquisition by the Company; (ii) the dates of acquisition by the Company is a C corporation, of Success Business Industries and Landmark; (iii) the Stockholders shall pay or cause categories of assets to which such built in gain was attributable on the dates of acquisition; and (iv) the adjustments made to arrive at the current net recognized built in gain to be paid shown on such Tax Returns. The Principal Shareholders shall cause all income Taxes shown to be due and payable on such Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect Returns to the Company's operations for all periods through and including the Closing Datebe timely paid. (b) AmPaM The Purchaser shall cause the Company and its Subsidiaries to prepare and timely file all Tax Returns of the Company and its Subsidiaries other than those Tax Returns provided for in Section 12.3(a) hereof. Subject to Section 12.4, the Purchaser shall pay or cause the Company and its Subsidiaries to pay all Taxes shown to be filed all separate Returns of, or that include, due and payable thereon. Not less than twenty (20) business days prior to the due date for filing any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by the Company or any of its Subsidiaries (taking into account any applicable extensions) for any Straddle Period (as defined in Section 12.4(a)), the Stockholders Purchaser shall deliver a copy of such Tax Return to the Representative for periods ending his review and comment thereon. The Representative shall pay directly to the Purchaser the Cullman Shareholders' portion of the Taxes shown to be due on or any Tax Return for any Straddle Period determined under Section 12.4(d) of this Agreement within ten (10) business days prior to the Closing Datedue date for the filing of such Tax Return. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanySeller shall, if possibleat its expense, or otherwise the Stockholders shall file prepare and file, or cause to be filed prepared and filed, all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause Raydex required to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date, including, in respect of such periods, Tax Returns required to be filed after the Closing Date, and shall pay all Taxes shown as due and payable on such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with past practices of Raydex, to the extent such practices are consistent with applicable Tax Law, and shall be true and complete in all material respects. The Seller shall furnish copies of such Tax Returns to the Buyer for the Buyer’s review at least 15 Business Days prior to filing and shall take into account any changes to such Tax Returns as are reasonably requested by the Buyer. No such Tax Returns shall be filed without the prior approval and consent of the Buyer, which approval and consent shall not be unreasonably withheld, conditioned or delayed. No substantive correspondence that relates to a Pre-Closing Tax Period shall be submitted to any Governmental Entity without the prior written approval and consent of the Buyer, which approval and consent shall not be unreasonably withheld, conditioned or delayed. (b) The Buyer shall prepare and file, or cause Raydex to prepare and file, at the Buyer’s or Raydex’s expense, in each case, all Tax Returns required to be filed by Raydex for all Tax periods ending after the Closing Date, including Straddle Periods. The Buyer shall, or shall cause Raydex to, timely pay all Taxes shown as due and payable on such Tax Returns. At least five days prior to the due date (including extensions) for filing any such Tax Returns required to be filed for Straddle Periods (the “Straddle Tax Returns”), the Seller shall pay to the Buyer an amount equal to the Taxes due as reflected on such Straddle Tax Returns, but only to the extent that such Taxes arise in or are incurred with respect to that portion of the Straddle Period ending on the Closing Date (“Pre-Closing Taxes”) and are not included or reflected in the Final Closing Statement. The Buyer shall furnish copies of relevant portions of the Straddle Tax Returns to the Seller at least 15 Business Days prior to the due date for filing, and the Buyer shall take into account all reasonable comments made by the Seller. All Straddle Tax Returns shall be prepared in a manner consistent with past practices of Raydex, to the extent such practices are consistent with applicable Tax Law, and shall be true and complete in all material respects. No such Straddle Tax Return shall be filed without the prior approval and consent of the Seller, which approval and consent shall not be unreasonably withheld, conditioned or delayed. No substantive correspondence that relates to the portion of a Straddle Period ending on the Closing Date shall be submitted to any Governmental Entity without the prior written approval and consent of the Seller, which approval and consent shall not be unreasonably withheld, conditioned or delayed. (c) The Buyer shall not amend, refile or otherwise modify any Tax Return of Raydex with respect to any Pre-Closing Tax Period (except as required by Law or to correct a material misstatement of fact) without the written consent of the Seller, which consent may not be unreasonably withheld, conditioned or delayed. (d) Each party hereto shallNotwithstanding any other provision of this Agreement to the contrary, all transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and shall cause its subsidiaries other non-income Taxes and Affiliates toadministrative fees (including, provide to each without limitation, notary fees) arising in connection with the consummation of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsbe borne one-half by the Seller and one-half by the Buyer. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, Company shall prepare and timely file all Tax Returns of the Company or otherwise any Subsidiary of the Stockholders shall file or cause Company required to be filed all income Tax Returns (federal, state, local or otherwisetaking into account extensions) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM Subject to Section 12.01(c), the Purchaser shall prepare or cause to be prepared and timely file or cause to be filed all separate other Tax Returns ofwith respect to the Company or any Subsidiary of the Company or in respect of their business, assets or operations. The Representative, on behalf of the Stockholders and Optionholders, shall upon reasonable notice by the Purchaser pay to the Purchaser at least three (3) days prior to the due date for any such other Tax Return the amount of any Income Tax for any Pre-Closing Tax Period or Pre-Closing Straddle Period to the extent any such Income Tax is not accrued as a liability in the Closing Net Tax Amount; provided, that includenone of the Stockholders or the Optionholders shall have any liability pursuant to Section 11.01 or Section 12.02 for any amounts paid pursuant to this Section 12.01(b). To the extent that the Closing Net Tax Amount exceeds the aggregate amount of Income Tax shown as due and owing on all Income Tax Returns for the Pre-Closing Tax Period and the Pre-Closing Straddle Period (the “Net Tax Amount Excess”), any Acquired Party the Purchaser shall pay over the Net Tax Amount Excess, without setoff, to the Representative for all the benefit of the Stockholders and Optionholders no more than three (3) days after the due date for the U.S. federal income Tax Return of the Company for the taxable periods ending after period that ends on the Closing Date; provided, however, that if any Income Tax Return for the Pre-Closing Tax Period includes a Tax Benefit in respect of any year-end performance bonuses paid to the Retained Employees pursuant to Section 8.08, then the Net Tax Amount Excess shall not include any such Tax Benefit included in the calculation of the Performance Bonus Tax Amount. (c) Unless Any Tax Return for Income Taxes to be prepared and filed after the Closing Date for taxable periods beginning before the Closing Date (“Pre-Closing Tax Returns”) shall be prepared on a basis consistent with the past practices of the Company and its Subsidiaries unless otherwise required by applicable lawLaw. Any net operating loss shall be carried back to the fullest extent permitted by Law, regulations or government proceedings, AmPaM and no election will be made for such net operating losses to only be carried forward unless otherwise requested by the Representative. Any net operating loss shall be carried forward where a carry back of such net operating loss is not take any action, including any amendment permitted by Law. The Purchaser shall provide the Representative for review and comment with a copy of a all proposed Pre-Closing Tax Returns (and such additional information regarding such Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable as may reasonably be requested by any of the Stockholders for periods ending on or Representative) at least thirty (30) days prior to the filing of such Tax Return, except that in the case of a Pre-Closing Tax Return related to Income Taxes due within ninety (90) days following the Closing Date. (d) Each party hereto shall, and the copy shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject be provided to the preceding sentence, each party required Representative within ten (10) days prior to file Returns pursuant the filing. The Purchaser and the Representative shall use good faith efforts to this Agreement shall bear all costs resolve any dispute regarding the preparation of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351Pre-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.Closing

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders Sellers shall file prepare or cause to be filed prepared all income Tax Returns (federal, state, local or otherwise) of the Company for any Acquired Party for all taxable periods period that end ends on or before prior to the Closing Date that are due to be filed (taking into account extensions) after the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Taxes shown due thereon. Such Tax Returns shall be prepared in accordance with the past custom and practice of the Company in preparing its Tax Returns except as otherwise required by applicable Law. To the extent any such Tax Return is required to be filed by the Company, the Sellers shall deliver such Tax Return to the Company at least thirty (30) Business Days prior to the due date for filing such Tax Return (taking into account extensions), and the Company will thereupon timely file or cause to be timely filed such Tax Return. The Sellers shall provide a copy to Parent of, and permit Parent to review and comment on, each such Tax Return at least twenty (20) days in the case of income Tax liabilities Returns, and at least fifteen (15) days in excess the case of all amounts already paid other types of Tax Returns, prior to filing, and Sellers shall incorporate any timely and reasonable comments requested by Parent to the extent such comments and the related Tax treatment (i) are in accordance with respect thereto or properly accrued or reserved with respect thereto applicable Tax Law, (ii) could have any material effect on the Financial Statementsamount of Taxes in any post-Closing period for which Parent or its Affiliates (including the Company after Closing) with respect is liable, and (iii) will not materially increase the amount of Taxes for the Sellers for any Pre-Closing Tax Period or the portion of any Straddle Period prior to the Company's operations for all periods through and including the Closing Date. (b) AmPaM Parent shall prepare or cause to be prepared and timely file or cause to be timely filed all separate Tax Returns ofof the Company for any Straddle Period that are due after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. To the extent that includesuch Tax Returns relate to the portion of any Straddle Period ending on the Closing Date, such Tax Returns shall be prepared in accordance with the past custom and practice of the Company in preparing its Tax Returns except as otherwise required by applicable Law. Parent shall permit the Sellers to review and comment on the applicable portion of each such Tax Return relating to the Pre-Closing Tax Period at least ten (10) days prior to filing, and Parent shall incorporate any Acquired Party timely and reasonable comments requested by any Seller to the extent such comments and the related Tax treatment (i) are in accordance with applicable Tax Law, (ii) could have any material effect on the amount of Taxes in any Pre-Closing Tax Period for all taxable periods ending which the Sellers are liable, and (iii) will not materially increase the amount of Taxes for Parent or any of its Affiliates (including the Company after the Closing Date) for any Tax Period beginning after the Closing Date or the portion of any Straddle Period after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanyTo the extent not filed prior to the Closing Date, if possible, or otherwise the Stockholders Seller shall file prepare or cause to be filed pre pared (at its own cost and expense and in a manner con sistent with past practice) all income Tax Returns (federal, state, local or otherwise) of any the Acquired Party Companies for all taxable periods that end ending on or before the Closing DateDate (such periods are hereinafter referred to as "Pre-Closing Periods"). Provided that Buyer has complied with its obligations under Section 7.5, and shall permit AmPaM not less than ten (10) business days prior to review all the date on which any such Tax Returns prior Return is due to be filed (taking into account any applicable extensions) (the "Due Date"), Seller shall deliver a draft of each such filingsTax Return (or relevant portion thereof) to Buyer for its review and comment. Unless Seller or Buyer (as required by law) shall file the Company is a C corporation, the Stockholders Tax Return and Seller shall pay or cause to be paid all income the amount due with the Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect Return to the Company's operations for all periods through and including the Closing Dateappropriate taxing authority on a timely basis. (b) AmPaM Buyer shall cause each of the Acquired Companies to prepare and file on a timely basis all Tax Returns of such companies other than those provided for in Section 7.1(a) hereof. Buyer shall pay or cause the appropriate company to pay all Taxes shown to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. due and payable thereon. Not less than twenty (c20) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or business days prior to the Closing Due Date of any Tax Returns for Taxes for which Seller has any liability, the Buyer shall deliver a copy of such Tax Returns (or portion relevant to any Taxes for which the Seller may be liable) to Seller. Seller shall pay directly to Buyer its portion of the Taxes shown to be due on such Tax Return (determined under Section 7.2 of this Agreement) within ten days prior to the Due Date for the filing of such Tax Return. Seller is entitled to object to any items reflected on such Tax Return relating solely to Taxes for which Seller is liable pursuant to this Agreement. If Seller objects (which objection shall be made no later than fifteen (15) days before the Due Date. ), the parties (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to or each of the parties' accounting firms) shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement, the dispute shall be referred to an independent Big Six accounting firm selected by mutual agreement of the parties at such time (the "Tax Arbitrator"), whose determination shall be binding on the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller, on the one hand, and Buyer, on the other parties hereto such cooperation hand. If the dispute has not been resolved or the Tax Arbitrator has not made its determination 10 days prior to the Due Date, the Tax Return shall be filed as originally proposed by Buyer, reflecting any items previously objected to by Seller and information as any of them reasonably may request in filing any Returnagreed to by Buyer, amended and Seller shall pay to Buyer the amount requested by Buyer (the "Buyer Return or claim for refund, determining a liability for Taxes or a right Amount"). When the amount due to refund of Taxes or in conducting any audit or other proceeding Buyer from Seller in respect of Taxes. Such cooperation and information such Tax Return is finally determined by the Tax Arbitrator, a settlement payment shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating be made from Seller to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject Buyer in an amount equal to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gainexcess, if any, recognized on of (i) the receipt amount finally determined to be due over (ii) the Buyer Return Amount or from Buyer to Seller in an amount equal to the excess, if any, of cash or other property under Section 351(b(x) of the CodeBuyer Return Amount over (y) the amount finally determined to be due.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise PKI shall be responsible for the Stockholders shall file or cause to be filed preparation of all income Tax Returns for Sellers for all periods (federalincluding the consolidated, stateunitary and combined Tax Returns for Sellers, local which include the operations of the Business for any period ending on or otherwisebefore the Closing Date) and for all Tax Returns of any the Acquired Party Companies for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM PKI shall file or cause to be filed all separate such Tax Returns offor Sellers, and shall file or cause to be filed all such Tax Returns of the Acquired Companies that includeare required to be filed on or before the Closing Date. Buyer shall file or cause to be filed all such Tax Returns of the Acquired Companies that are required to be filed after the Closing Date. Sellers shall make or cause to be made all payments required with respect to any such Tax Returns. Buyer shall promptly reimburse Sellers for the amount of any such Taxes paid by Sellers to the extent such Taxes are attributable (as determined under Section 7.2 hereof) to Post-Closing Tax Periods. (b) Buyer shall be responsible for the preparation and filing of all other Tax Returns for the Business. Buyer shall make all payments required with respect to any such Tax Returns. PKI shall promptly reimburse Buyer for the amount of any such Taxes paid by Buyer to the extent such Taxes are attributable (as determined under Section 7.2) to Pre-Closing Tax Periods. (c) Any Tax Return of an Acquired Company to be prepared and filed for a Straddle Period shall be prepared on a basis consistent with the last previous similar Tax Return, and Buyer shall consult with PKI concerning each such Tax Return and report all items with respect to the period ending on the Closing Date in accordance with the instructions of PKI (provided Buyer shall not be required to follow any such instruction to the extent Buyer’s tax advisor concludes such position is not “more likely than not” to prevail). Buyer shall provide PKI with a copy of each proposed Tax Return of an Acquired Company for a Straddle Period (and such additional information regarding such Tax Return as may reasonably be requested by PKI) at least 30 days prior to the filing of such Tax Return. (d) PKI and Buyer shall each be responsible for 50% of the payment of any transfer, sales, use, stamp, conveyance, extraterritorial transfer, civil transaction tax, recording, registration, documentary, filing and other non-income Taxes (excluding any VAT, which shall be governed by Section 7.7) and administrative fees arising in connection with the consummation of the transactions contemplated by this Agreement, including, for the avoidance of doubt, the Pre-Closing Transactions (collectively, “Transfer Taxes”). The Party required under applicable Law to file any Tax Returns with respect to such Taxes will file such returns and the other Party shall cooperate in the filing of such Tax Returns. (e) Buyer shall be responsible for the payment of any and all taxable periods ending Taxes not incurred in the Ordinary Course of Business attributable to the acts or omissions of Buyer or Buyer’s Affiliates occurring after the Closing on the Closing Date. (cf) Unless required From and after the Closing, PKI shall indemnify Buyer in respect of, and hold Buyer harmless against, any and all Damages incurred or suffered by applicable law, regulations Buyer or government proceedings, AmPaM shall not take any action, including of its Affiliates related to (i) any amendment of a Tax Return Taxes of any Acquired Party, if such action would result in additional Tax liabilities payable by Seller or any of its Affiliates or any other Person (other than an Acquired Company) which is required to be paid by an Acquired Company by reason of the Stockholders for periods ending Acquired Company (or any predecessor of such Acquired Company) having been a member of any affiliated, consolidated, combined, unitary or similar Tax group on or prior to the Closing Date. , including pursuant to Treasury Regulations Section 1.1502-6 (dor any similar state, local, or non-U.S. law), or as a successor or transferee and (ii) Each party hereto shallany Taxes (other than Transfer Taxes, and shall cause its subsidiaries and Affiliates to, provide to each which are governed by Section 7.1(d)) arising from or imposed in connection with any of the other parties hereto such cooperation and information transactions occurring as part of, or in connection with, the Pre- Closing Transactions (including any Taxes imposed on any post-Closing dividend or distribution made by an Acquired Company to PKI or any of them reasonably may request in filing any Return, amended Return its Affiliates pursuant to the Pre-Closing Transactions) or claim for refund, determining a liability for Taxes or a right to refund the settlement of Taxes or in conducting any audit intercompany accounts or other proceeding amounts owed pursuant to Section 4.5, in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject each case to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing extent such ReturnsDamages were not included in Closing Indebtedness or Working Capital. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise Sellers shall be responsible for the Stockholders shall file or cause to be filed preparation and filing of all income Tax Returns (federal, state, local or otherwise) for Sellers which include the operations of the Business for any Acquired Party for all taxable periods that end period ending on or before the Closing Date, and . Sellers shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns. Buyer shall promptly reimburse Sellers for the Company's operations amount of any Taxes paid by Sellers to the extent such Taxes are attributable (based, in the case of property and similar ad valorem Taxes, on the proportionate number of days in the relevant Tax period that fall after the Closing Date as compared to the number of days of such period that fall on or before the Closing Date) to periods (or portions thereof) following the Closing Date. Sellers shall promptly reimburse Buyer for all the amount of any Taxes paid by Buyer to the extent such Taxes are attributable (based, in the case of property and similar ad valorem Taxes, on the proportionate number of days in the relevant Tax period that fall before the Closing Date as compared to the number of days of such period that fall on or before the Closing Date) to periods through and including (or portions thereof) on or before the Closing Date. (b) AmPaM Buyer shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including notary fees) arising in connection with the consummation of the transactions contemplated by this Agreement and shall timely file or cause all necessary documents (including Tax Returns) with respect to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Datesuch Taxes. (c) Unless required by applicable law, regulations or government proceedings, AmPaM Buyer shall not take any action, including any amendment of a Tax Return be responsible for the payment of any Acquired Party, if such action would result Taxes not incurred in additional Tax liabilities payable by any the ordinary course of the Stockholders for periods ending on or prior business attributable to the acts or omissions of Buyer or Buyer’s Affiliates occurring after the Closing Dateor the Closing Date and not contemplated by this Agreement. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders Sellers shall prepare and timely file or shall cause to be prepared and timely filed (i) all income Tax Returns (federal, state, local or otherwise) for any Income Taxes of any Acquired Party each Business Subsidiary for all taxable periods that end on or before the Closing Date, Date and shall permit AmPaM to review (ii) all such other Tax Returns of any Business Subsidiary required to be filed (taking into account extensions) prior to such filingsthe Closing Date. Unless the Company is a C corporation, the Stockholders The Sellers shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns. The Buyers shall reimburse the Company's operations Sellers in accordance with the provisions of Section 8.6 for all the amount of any such Taxes paid by the Sellers (i) to the extent such Taxes are attributable (as determined under Section 8.3 hereof) to periods through and including following the Closing DateDate and (ii) to the extent of any Tax Reserves. (b) AmPaM SkillSoft PLC shall prepare and timely file or shall cause to be prepared and timely filed all separate other Tax Returns offor each Business Subsidiary. SkillSoft PLC shall make all payments required with respect to any such Tax Returns; provided, however, that the Sellers shall reimburse SkillSoft PLC in accordance with the provisions of Section 8.6 to the extent any payment SkillSoft PLC is required to make relates to the operations of the Business for any period ending (or that include, any Acquired Party for all taxable periods ending after deemed pursuant to Section 8.3(b) to end) on or before the Closing DateDate to the extent such portion of the payment exceeds the amount of the Tax Reserves. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Any Tax Return of any Acquired Party, if a Business Subsidiary to be prepared and filed for taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return to the extent permitted by applicable Law. SkillSoft PLC shall provide the Sellers with a copy of each proposed Tax Return (and such action would result in additional information regarding such Tax liabilities payable Return as may reasonably be requested by any of the Stockholders for periods ending on or Sellers) at least 30 days prior to the Closing Datefiling of such Tax Return, and the Sellers and their authorized representative shall have the right to review and comment on such Tax Return and information prior to the filing of such Tax Return. The Sellers and the Buyers agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and information by the Sellers or their authorized representative. (d) Each party hereto shallThe Sellers shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value-added, recording, registration, documentary, filing and shall cause its subsidiaries other non-Income Taxes and Affiliates toadministrative fees (including, provide to each without limitation, notary fees) (collectively, "Conveyance Taxes") arising in connection with the consummation of the transactions contemplated by this Agreement, other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of propertythan Irish stamp duty, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to be solely the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each responsibility of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the CodeBuyers.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanyTo the extent not previously prepared and filed, if possible, or otherwise the Stockholders Stockholder shall prepare and timely file or shall cause to be prepared and timely filed (i) all income Tax Returns (federal, state, local or otherwise) for any Income Taxes of any Acquired Party MDS Services and MDS for all taxable periods that end on or before the Closing Date, and shall permit AmPaM (ii) and cause to review be prepared and timely filed all such other Tax Returns of any other Company required to be filed (taking into account extensions) prior to such filingsthe Closing Date. Unless the Company is a C corporation, the Stockholders The Stockholder shall pay make or cause to be paid made all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns. The Buyer shall cooperate fully with the Company's operations for Stockholder in connection with the preparation and filing of such Tax Returns. The Stockholder will promptly provide or make available to the Buyer copies of all periods through and including the Closing Datesuch Tax Returns. (b) AmPaM The Buyer shall prepare and timely file or shall cause to be prepared and timely filed all separate other Tax Returns offor the Companies. The Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that the Stockholder shall promptly reimburse the Buyer to the extent any payment the Buyer is required to make relates to the operations of any Company for any period ending (or deemed pursuant to Section 9.1(d) to end) on or before the Closing. (c) The Buyer and the Stockholder agree that includeif any Company is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Stockholder shall treat such day as the last day of a taxable period. (d) The portion of any Taxes for a taxable period beginning before and ending after the Closing allocable to the portion of such period ending on the Closing Date shall be deemed to equal (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 9.1(e), the amount which would be payable if the taxable year ended with the Closing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the period ending with the Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of the 38 provisions of this Section 9.1(d), each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). For purposes of Section 9.1(d)(i)(x), any Acquired Party for all taxable periods exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day between the period ending on the Closing Date and the period beginning the day after the Closing Date. (ce) Unless required by applicable law, regulations or government proceedings, AmPaM The Stockholder shall not take any action, including any amendment of a Tax Return be responsible for the payment of any Acquired Partytransfer, if such action would result sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-Income Taxes and administrative fees (including, without limitation, notary fees) arising in additional Tax liabilities payable connection with the consummation of the transactions contemplated by this Agreement whether levied on the Buyer, the Stockholder, any Company, or any of the Stockholders for periods ending on or prior to the Closing Date. their respective Affiliates (d) Each party hereto shall, and “Transfer Taxes”). The Base Purchase Price shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation be exclusive of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsTransfer Taxes. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The CompanyCompany shall cause to be prepared and timely filed all Tax Returns of the Company and its Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date; provided, if possiblehowever, or otherwise that the Stockholders Company shall provide the Buyer with copies of all such Tax Returns prior to their filing, and shall not file any such Tax Returns without the consent of the Buyer, which consent shall not be unreasonably withheld. The Company shall make or cause to be made all payments required with respect to any such Tax Returns. (b) The Buyer shall prepare and timely file or shall cause to be prepared and timely filed all other Tax Returns and any Tax Returns which were required to be filed before the Closing Date but were not filed with respect to the Company and each Subsidiary (other than Spinco) or in respect of their businesses, assets or operations. The Buyer shall make all payments required with respect to any such Tax Returns as provided in, and subject to, Section 8.1(c). (c) Any Tax Return to be prepared and filed by the Buyer for taxable periods beginning before the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return, if any. With respect to any such Tax Return, the Buyer shall deliver a copy of a draft Tax Return to the Representative no later than ten (10) days prior to the due date, shall provide the Representative with reasonable opportunity to comment, and shall not file the final Tax Return without the consent of the Representative, which shall not be unreasonably withheld or delayed. With respect to the federal and state income Tax Returns of the Company and each Subsidiary (federalother than Spinco) for the short taxable year ending at the Effective Time, state(i) Buyer shall file such Tax Returns on the due date for such Tax Returns, local without extension, or otherwiseas promptly thereafter as is reasonably possible, (ii) such Tax Returns shall report the distribution of the Spinco Stock pursuant to the Redemption as a redemption by the Company of Company Shares treated as an exchange under Section 302(a) of the Code, and no Party shall take an inconsistent position therewith on any Acquired Party Tax Return or in connection with any Tax Proceeding, (iii) such Tax Returns shall report the Distribution Transaction (including the Dividend), the conversion of Spinco to a Delaware corporation, the Recapitalization and the Redemption in accordance with Schedule 8.1(c), and (iv) upon filing of such Tax Returns, (A) the Buyer shall pay all Taxes shown to be due on such Tax Returns subject to the provisions of this Agreement allowing the Buyer to recover amounts in excess of the Tax Estimate, and (B) if the Tax Estimate exceeds the difference between the actual U.S. federal and state income Taxes as referenced on such Tax Returns and the amount of U.S. federal and state income Taxes that would be owing had the Spin-Off Transaction not occurred, then the Buyer shall deliver to the Paying Agent, for all taxable periods distribution to the Company Participating Equity Holders, the amount of such excess. The Paying Agent shall pay to each Company Participating Equity Holder that end portion of such excess equal to (x) the amount of such excess divided by the Company Participating Equity Equivalents multiplied by (y) the number of Company Participating Equity Equivalents owned by such Company Participating Equity Holder immediately prior to the Effective Time. Notwithstanding the payment by Buyer of Taxes shown to be due on any such Tax Returns, the Company Participating Equity Holders, on the basis and subject to the limitations and procedures set forth in Section 1.10 and Article VII, shall reimburse the Buyer for the aggregate Taxes due and payable pursuant to the Tax Returns of the Company or any Subsidiary (other than Spinco) for any period ending (or deemed pursuant to Section 8.3(b) to end) on or before the Closing Date, and shall permit AmPaM other than Taxes recoverable from the Special Escrow Fund, but only to review all the extent such Taxes exceed the sum of (xi) the Tax Returns Estimate (reduced by any amounts paid by Buyer pursuant to Section 8.1(c)(iv)(B)), (xii) the amount of credits for estimated taxes arising from payments made by the Company or any Subsidiary (other than Spinco) prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date, (xiii) and the amount of the accruals for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Closing Balance Sheet. If the Initial Option Consideration and the Option Tax Amount are not deducted in full on the Tax Returns for the taxable period that ends (or is deemed pursuant to Section 8.3(b) to end) on or before the Closing Date, then when, as and if the Buyer (or any Affiliate thereof, including A-C) actually realizes a Tax benefit (including a reduction in Taxes, refund, credit against Tax or otherwise) from the deduction of the Initial Option Consideration and the Option Tax Amount, the Buyer shall pay any amounts so realized to the Paying Agent. The Paying Agent shall pay to each Company Participating Equity Holder that portion of such realized Tax benefit equal to (i) the amount of such realized Tax benefit divided by the Company Participating Equity Equivalents multiplied by (ii) the number of Company Participating Equity Equivalents owned by such Company Participating Equity Holder immediately prior to the Effective Time. (bd) AmPaM shall file If, following the Closing, the Company or cause any Subsidiary receives any refund of Taxes attributable to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (cor deemed pursuant to Section 8.3(b) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending to end) on or prior to the Closing Date. Date (d) Each party hereto shallincluding without limitation any Tax refund attributable to the Spin-Off Transaction), and the Buyer shall cause its subsidiaries and Affiliates to, provide promptly deliver an amount equal to such Tax refund to the Paying Agent for distribution to the Company Participating Equity Holders. The Paying Agent shall pay to each Company Participating Equity Holder that portion of such Tax refund equal to (i) the other parties hereto amount of such cooperation and information as any Tax refund divided by the Company Participating Equity Equivalents multiplied by (ii) the number of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations Company Participating Equity Equivalents owned by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject Company Participating Equity Holder immediately prior to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsEffective Time. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) At the cost of the Stockholders and Optionholders, the Company shall prepare and timely file all Pre-Closing Flow-Through Tax Returns of the Company or any Subsidiary; provided that the Company shall hire Xxxxxxxx & Xxxx, Inc. to prepare such Tax Returns. The Company, if possibleTransaction Tax Deductions shall be included on the Pre-Closing Flow-Through Tax Returns. The Purchaser shall prepare and file, or otherwise the Stockholders shall file caused to be prepared and filed, all Tax Returns other than Pre-Closing Flow-Through Tax Returns filed or cause required to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before after the Closing Dateby the Company or any of its Subsidiaries relating to Pre-Closing Tax Periods. Any such Tax Return prepared and filed after the Closing Date for a Pre-Closing Tax Period, including a Pre-Closing Flow-Through Tax Return, shall be prepared on a basis consistent with the last previous similar Tax Return. The Purchaser shall allow the Representative to review, comment upon and consent to any Tax Return with respect to a Pre-Closing Tax Period, including a Pre-Closing Flow-Through Tax Return, and shall permit AmPaM to review all provide a draft of any such Tax Returns Return that shows a material amount for which the Stockholders or the Optionholders could be liable under this Agreement or that is a Pre-Closing Flow-Through Tax Return for the Representative’s review as soon as is reasonably practicable, but in no event less than thirty (30) days, prior to the due date for the filing of such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing DateReturn. (b) AmPaM With respect to any Pre-Closing Tax Period, the Purchaser shall not (i) make any elections, (ii) file (or cause or permit any other Person to be filed all separate Returns offile) any amended Tax Return, (iii) extend any statute of limitations, or that include(iv) voluntarily approach any taxing authority with respect to Taxes relating to any Pre-Closing Tax Period. With respect to any Pre-Closing Tax Period, any Acquired Party for all taxable periods ending after upon the Closing Date. (c) Unless required by applicable lawRepresentative’s request and at its expense, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto Purchaser shall, and or shall cause its subsidiaries and Affiliates toany other Person, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or initiate a claim for refund, determining a liability for Taxes refund or a right to refund of Taxes or in conducting amend any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsReturn. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders Seller shall file prepare (or cause to be filed prepared) all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause required to be filed all separate Returns of, or that include, any Acquired Party by the Company for all taxable periods ending after the Pre-Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending Periods that end on or prior to the Closing Date. Date (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating the "Pre-Closing Period Tax Returns") (provided that the Seller shall submit a draft of any such Tax Return required to rulings or other determinations be filed by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available Company on a mutually convenient stand-alone basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentencePurchaser for its review at least five (5) Business Days prior to the due date of such Tax Return). All such Pre-Closing Period Tax Returns, each party required to file Returns pursuant the extent they relate to this Agreement the Company, shall bear all costs of filing such Returns. (e) Each be prepared in a manner that is consistent with the prior practice of the Company, AmPaM except as required by applicable Law. The Seller shall file all such Pre-Closing Period Tax Returns, provided, however, if any Pre-Closing Period Tax Return is due after the Closing and each Stockholder the Seller is not authorized to file such Pre-Closing Period Tax Return by Law, the Purchaser and its Affiliates shall comply file (or cause to be filed) such Pre-Closing Period Tax Return as prepared by Seller (in accordance with this Section 6.1(a)) with the tax reporting requirements appropriate Tax authorities. The Seller shall pay all Taxes due and payable in respect of Section 1.351all Pre-3 Closing Period Taxes and Tax Returns; provided, however, that if any Pre-Closing Period Tax Return is due after the Closing and is to be filed (or caused to be filed) by the Purchaser, the Seller shall pay (in immediately available funds) all Taxes due and payable in respect of such Tax Return to the Purchaser no later than three (3) days prior to the due date of such Tax Return. The Purchaser shall cooperate with Seller in the filing of such Pre-Closing Period Tax Return. (b) The Purchaser shall prepare and timely file, or cause the Company to prepare and timely file, all Tax Returns required to be filed by the Company for all Straddle Periods (such Tax Returns, the "Straddle Period Tax Returns"). All Straddle Period Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Treasury Regulations promulgated under Company, except as required by applicable Law. The Purchaser shall deliver or cause to be delivered drafts of all Straddle Period Tax Returns to the CodeSeller for its review at least thirty (30) days prior to the due date of any such Straddle Period Tax Return (taking into account valid extensions) and shall notify the Seller of the Purchaser's calculation of the Seller's share of the Taxes of the Company for any such Straddle Periods (determined in accordance with Section 6.3(c)); provided, however, that such drafts of any such Straddle Period Tax Returns and treat such calculations of the transaction as a tax-free contribution under Seller's share of the Tax liability for such Straddle Period (determined in accordance with Section 351(a6.3(c)) shall be subject to the Seller's review and approval, which approval shall not be unreasonably withheld or delayed. If the Seller disputes any item on such Straddle Period Tax Return, it shall notify the Purchaser (by written notice within fifteen (15) Business Days of receipt of the Purchaser's calculation) of such disputed item (or items) and the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.basis for its

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise In the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) case of any Acquired Party Tax Return for all any member of the Stock Group for any taxable periods that end period (or portion thereof) ending on or before the Closing Date (the “Pre-Closing Period”), the due date of which is after the Closing Date, Buyer shall be responsible for the preparation of such Tax Return and shall permit AmPaM shall, to the extent reasonably practicable, submit each such Tax Return to Seller at least fifteen (15) Business Days in advance of the due date of the filing to allow Seller to review all and comment on the Tax Return; provided, however, that in the event the due date for any such Tax Return is less than fifteen (15) Business Days after the Closing Date or Buyer is otherwise unable to provide Seller with such Tax Returns prior at least fifteen (15) Business Days in advance of the due date of the filing, Buyer shall prepare such Tax Return and provide a copy to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations Seller for all periods through review and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending comment reasonably promptly after the Closing Date. (ci) Unless All Tax Returns for any member of the Stock Group for a Pre-Closing Period shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by Law. (ii) In the event of any objection by Seller with respect to any Tax Returns for any member of the Stock Group for a Pre-Closing Period, Buyer and Seller shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both Parties and, if they are unable to resolve the dispute within five (5) Business Days, such dispute will be decided by the Accounting Firm prior to the due date of the filing of such Tax Returns, and the cost of the Accounting Firm will be shared equally by Buyer and Seller. (iii) Buyer shall pay or shall cause to be paid the Taxes due with respect to such Tax Returns, provided, at least two (2) days prior to the due date of the applicable Tax Returns described above, Seller shall pay to Buyer (or the applicable member of the Stock Group) all payments required with respect to such Tax Returns, except to the extent that any Liability reflected on such Tax Returns was taken into account as a liability in calculating Closing Net Working Capital and resulted in an adjustment to the amount contributed by Seller to the members of the Stock Group pursuant to Section 4.5 hereof. (b) Any Tax Return to be prepared and filed for a taxable period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”) shall be prepared on a basis consistent with the last previous similar Tax Return, except to the extent otherwise required by applicable lawLaw. (i) Buyer shall consult with Seller concerning each Tax Return for a Straddle Period. (ii) Buyer shall provide Seller with a copy of each proposed Tax Return (and any additional information regarding that Tax Return as may reasonably be requested by Seller) at least twenty (20) Business Days prior to the filing of that Tax Return or, regulations if twenty (20) Business Days is not reasonably practicable, then as soon as is reasonably practicable and in no event less than five (5) Business Days prior to the filing of that Tax Return. In the event of any objection by Seller with respect to any Tax Return for a Straddle Period, Buyer and Seller shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both Parties. (iii) Buyer shall pay or government proceedingsshall cause to be paid the Taxes due with respect to such Tax Returns, AmPaM provided, at least two (2) days prior to the due date of any such Tax Returns, Seller shall pay to Buyer (or the applicable member of the Stock Group) all payments required with respect to such Tax Returns that are allocable to the Pre-Closing Period under Section 9.5(b), except to the extent that any liability reflected on such Tax Returns was taken into account as a liability in calculating Closing Net Working Capital and resulted in an adjustment to the amount contributed by Seller to the members of the Stock Group pursuant to Section 4.5 hereof. (c) Buyer shall be responsible for the payment of any and all Taxes of members of the Stock Group not take incurred in the ordinary course of business (other than any actionmatters contemplated by this Agreement) attributable to the acts or omissions of Buyer or Buyer’s Affiliates occurring (i) after the Closing Date or (ii) on the Closing Date, but after the Closing. (d) Seller shall be responsible for the preparation and filing of, and payment of all Taxes with respect to, all Tax Returns for each Retained Entity for all periods (including consolidated, unitary, and combined Tax Returns) which include the operations of the Business for any amendment of period (or portion thereof); provided that with respect to a consolidated, unitary or combined Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any which a member of the Stockholders for periods ending on or Stock Group is a member, Seller shall provide Buyer with a copy of the portion of each such proposed Tax Return relating to such member (and any additional information regarding such portion as may reasonably be requested) at least twenty (20) Business Days prior to the filing of such Tax Return. In the event of any objection by Buyer with respect to such portion, Buyer and Seller shall negotiate in good faith to resolve the objection to the reasonable satisfaction of both Parties. (e) Buyer shall be responsible for any Taxes of any member of the Stock Group with respect to a taxable period or portion thereof beginning after the Closing Date. (df) Each party hereto shallIn connection with any amounts due to Seller or its Affiliates hereunder, Buyer (or its Affiliates) shall be entitled to withhold any amounts required by applicable Law and such amounts shall cause be treated as having been paid to Seller or its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnshereunder. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise Parent shall be responsible for the Stockholders shall file or cause to be filed preparation of all income Tax Returns for Parent for all periods (federalincluding any consolidated, stateunitary, local and combined Tax Returns for Parent which include the operations of the Acquired Company for any period ending on or otherwisebefore the Closing Date) and for all Tax Returns of any the Acquired Party Company for all taxable periods that end on or before the Closing Date, and . Parent shall permit AmPaM file or cause to review be filed all such Tax Returns prior to such filings. Unless the Company is a C corporationfor Parent, the Stockholders shall pay file or cause to be paid filed all income such Tax liabilities (in excess Returns of the Acquired Company that are required to be filed on or before the Closing Date, and shall make all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) payments required with respect to any such Tax Returns. Buyer shall file or cause to be filed all such Tax Returns of the Company's operations Acquired Company that are required to be filed after the Closing Date. Buyer shall promptly reimburse Parent for all the amount of any Taxes paid by Parent with respect to any such Tax Returns to the extent such Taxes are attributable (as determined under Section 5.2 hereof) to periods through and including following the Closing Date. (b) AmPaM Buyer shall file or cause be responsible for the preparation and filing of all other Tax Returns for the Acquired Company. Buyer shall make all payments required with respect to be filed all separate Returns of, or that include, any Acquired Party such Tax Returns. Parent shall promptly reimburse Buyer for all taxable the amount of any such Taxes paid by Buyer to the extent such Taxes are attributable (as determined under Section 5.2 hereof) to periods ending after on the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Any Tax Return of any the Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders Company to be prepared and filed for taxable periods ending beginning on or before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return, and Buyer shall consult with Parent concerning each such Tax Return. Buyer shall provide Parent with a copy of each proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by Parent) for Parent’s review and approval at least 20 Business Days prior to the Closing Datefiling of such Tax Return. (d) Each party hereto shallXxxxxx and Buyer shall each be responsible for the payment of 50% of any transfer, sales, use, stamp, conveyance, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including notary fees) (“Transfer Taxes”) arising in connection with the consummation of the transactions contemplated by this Agreement. The Party required by law to file all necessary Tax Returns with respect to any Transfer Taxes shall timely prepare, with the other Party’s cooperation, and shall file such Tax Returns. Parent and Buyer agree to timely sign and deliver (or to cause its subsidiaries to be timely signed and Affiliates to, provide delivered) such certificates or forms as may be necessary or appropriate and otherwise to each of the other parties hereto cooperate to establish any available exemption from (or otherwise reduce) such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Transfer Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.