Common use of Preparation and Filing of Tax Returns Clause in Contracts

Preparation and Filing of Tax Returns. (i) 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 Funding and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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. (ia) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due. (iib) TCI HOLDING shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiic) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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. (i) The CompanyCOMPANY, if possible, or otherwise the Stockholders STOCKHOLDERS shall file or cause to be filed all federal income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI METALS to review all such Tax Returns prior to such filings. Unless the Company COMPANY is a C corporation, the Stockholders STOCKHOLDERS shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due. (ii) TCI METALS shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the CompanyCOMPANY, NewcoNEWCO, TCI METALS and each Stockholder STOCKHOLDER shall comply with the Tax 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 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. (i) 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 Funding and Consummation Date, and shall permit TCI Pentacon 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI Pentacon shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 copies, at the expense of the requesting party, 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI Pentacon and each Stockholder shall comply with the Tax 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 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. (i) 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 Funding and Consummation Date, and shall permit TCI Home 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI Home shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI Home and each Stockholder shall comply with the Tax 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 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. (i) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income separate Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all . All such Tax Returns prior shall have set forth all material items required to such filingsbe set forth therein and shall have been prepared in compliance with applicable laws and shall be true, correct and complete in all material respects. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial StatementsStatements and books and records) required to be shown by such Tax Returns to be due. (ii) TCI VPI shall file or cause to be filed all separate consolidated Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding Closing Date. VPI shall pay or cause to be paid all Tax liabilities (in excess of amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the VPI Financial Statements and Consummation Date, books and shall permit the Stockholders a reasonable opportunity records) required to review all be shown by such Tax Returns for periods including the Funding and Consummation Date prior to the filing thereofbe due. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates component members of a controlled group of corporations including the COMPANY, as defined in Section 1563 of the Code, to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return, amended 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 Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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 Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. (iv) Each of the CompanyCOMPANY, NewcoNEWCO, TCI VPI and each Stockholder STOCKHOLDER shall comply with the Tax 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 an exchange pursuant to which gain is not recognized 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. (i) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Notwithstanding the foregoing, and the STOCKHOLDERS shall permit TCI file or cause to review be filed all such separate federal income Tax Returns prior to such filingsof any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Unless the Company is a C corporation, the Stockholders The STOCKHOLDERS shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI PARENT shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each the 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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 the party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the CompanyCOMPANY, NewcoACQUISITION CORP., TCI PARENT and each Stockholder the STOCKHOLDERS 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) 351 of the Code.

Preparation and Filing of Tax Returns. (i) 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 Funding and Consummation Date, and shall permit TCI LandCARE 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI LandCARE shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI LandCARE 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. (i) The CompanyCOMPANY shall, if possible, file or otherwise cause to be filed all separate Returns of any Acquired Party for all taxable periods that end on or before the Stockholders Funding and Consummation Date. Notwithstanding the foregoing, the STOCKHOLDERS shall file or cause to be filed all separate federal income Tax Returns (federal, state, and any State and local or otherwiseTax Returns filed on the basis similar to that of S corporations under federal income Tax rules) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due. (ii) TCI CSI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the CompanyCOMPANY, NewcoNEWCO, TCI CSI and each Stockholder STOCKHOLDER shall comply with the Tax 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. (i) The CompanyShareholder shall timely prepare or shall cause to be timely prepared any income Tax Returns of the Company for any taxable period that ends before or on the Closing Date in a manner consistent with past practice, if possibleexcept to the extent otherwise required by applicable Law. Shareholder shall deliver to Buyer for its review, comment and approval (which approval shall not be unreasonably withheld) a copy of each such Tax Return at least 30 days prior to the due date thereof (taking into account extensions). Shareholder shall consider such comments in good faith to the extent such comments would affect any items that would carry over to tax periods after the Closing Date. Shareholder shall not amend or otherwise the Stockholders revoke any such Tax Returns unless required by Law or as a result of an audit. Shareholder shall 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 that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns required to be filed on or prior to such filings. Unless the Company is a C corporationClosing Date (taking into account extensions), the Stockholders and Buyer shall pay timely file or cause to be paid all timely filed any Tax liabilities Returns prepared by Shareholder in accordance with this Section 4.10(a)(i) that are required to be filed after the Closing Date (in excess of all amounts already paid taking into account extensions); provided that Buyer shall not be required to file any such Tax Return unless, with respect thereto to each item reflected on such Tax Return, there is at least a more likely than not position for prevailing on the merits. In the event Shareholder and Buyer disagree regarding the treatment of any item reflected on such Tax Return, Buyer shall file such Tax Return if Shareholder provides Buyer with a written opinion of XxXxxxxx LLP, Xxxxx & Xxxxx LLP or properly accrued or reserved another nationally recognized firm, in form and substance reasonably acceptable to Buyer, confirming that there is at least a more likely than not position for prevailing on the merits with respect thereto on the Company Financial Statements) shown by to such Returns to be dueitem. (ii) TCI shall file or cause to be filed all separate Returns ofBuyer shall, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior except to the filing thereofextent that such Tax Returns are the responsibility of Shareholder under Section 4.10(a)(i), have the right to prepare and file all Tax Returns with respect to the Company. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each For any Straddle Period income Tax Return of the other parties hereto Company that is the responsibility of Buyer under Section 4.10(a)(ii), Buyer shall deliver to Shareholder for its review and comment a copy of such cooperation and information as any of them reasonably may request in filing any proposed 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 prepared consistent 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 and independent certified public accountants 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. (iv) Each past practice of the Company, Newcoexcept to the extent otherwise required by applicable Law, TCI at least twenty (20) Business Days prior to the due date (giving effect to any validly obtained extension thereof), and each Stockholder Buyer shall comply with consider in good faith any such comments provided that Buyer shall reflect any such comments received from Shareholder regarding the reporting of (x) the Pre-Closing Reorganization or (y) any other item affecting the Tax reporting requirements liability of the Company for the portion of such Straddle Period that is a Pre-Closing Tax Period, in each case, if there is at least a more likely than not position for prevailing on the merits (and any disagreement with respect thereto shall be resolved in the manner set forth in the last sentence 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 Code4.10(a)(i)).

Preparation and Filing of Tax Returns. (i) The CompanyMorgan Stanley 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 past practice, all income Tax Returns (federal, state, local or otherwise) of any Acquired Party Morgan Stanley Contributed Subsidiary and all Tax Returns required to be filed with respect to the Morgan Stanley Contributed Business for all taxable periods that end on or before the Funding and Consummation Closing Date. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), the Company shall not amend (and shall not permit TCI any of its Subsidiaries to review all amend) any such Tax Returns without the prior to written consent of Morgan Stanley, such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause consent not to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueunreasonably withheld. (ii) TCI Citigroup shall file timely prepare and file, or cause to be timely prepared and filed, on a basis consistent with past practice, all Tax Returns of any Citigroup Contributed Subsidiary and all Tax Returns required to be filed all separate Returns of, or that include, any Acquired Party with respect to the Citigroup Contributed Business for all taxable periods ending after that end on or before the Funding and Consummation Closing Date. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), the Company shall not amend (and shall not permit any of its Subsidiaries to amend) any such Tax Returns without the Stockholders a reasonable opportunity prior written consent of Citigroup, such consent not to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereofbe unreasonably withheld. (iii) Each party hereto shallThe Company shall timely prepare and file, or cause to be timely prepared and shall cause its Subsidiaries and Affiliates tofiled, 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation consistent with past practice, all Tax Returns of any documents or information so providedContributed Subsidiary required to be filed with respect to a Straddle Period of such Subsidiary. Subject The Company shall furnish any such Tax Return that is material to the preceding sentence, each party Party that contributed such Contributed Subsidiary for such Party’s review and comment at least thirty (30) days prior to the due date (taking into account all applicable extensions) for filing such Tax Return. Except to the extent otherwise required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of a “determination” within the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements meaning 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(a1313(a) of the Code subject (or any comparable provision of state, local or foreign Law), the Company shall not amend (and shall not permit any of its Subsidiaries to gain, if any, recognized on amend) any such Tax Returns without the receipt of cash or other property under Section 351(b) prior written consent of the CodeParty that contributed such Contributed Subsidiary, such consent not to be unreasonably withheld.

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANIES shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income separate Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all . All such Tax Returns prior shall have set forth all material items required to such filingsbe set forth therein and shall have been prepared in compliance with applicable laws and shall be true, correct and complete in all material respects. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial StatementsStatements and books and records) required to be shown by such Tax Returns to be due. (ii) TCI VPI shall file or cause to be filed all separate consolidated Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding Closing Date. VPI shall pay or cause to be paid all Tax liabilities (in excess of amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the VPI Financial Statements and Consummation Date, books and shall permit the Stockholders a reasonable opportunity records) required to review all be shown by such Tax Returns for periods including the Funding and Consummation Date prior to the filing thereofbe due. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates component members of a controlled group of corporations including the COMPANIES, as defined in Section 1563 of the Code, to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return, amended 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 Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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 Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. (iv) Each of the CompanyCOMPANIES, Newcothe NEWCOS, TCI VPI and each Stockholder STOCKHOLDER shall comply with the Tax 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 an exchange pursuant to which gain is not recognized 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. (ia) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due. (iib) TCI CTS shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiic) Each party hereto shall, and shall cause its Subsidiaries 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (ivd) Each of the CompanyCOMPANY, NewcoNEWCO, TCI CTS and each Stockholder STOCKHOLDER shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-tax free contribution transfer of property 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. (i) The CompanyCOMPANY shall, if possible, file or otherwise cause to be filed all separate Returns of any Acquired Party for all taxable periods that end at or before the Stockholders Effective Time, which Returns as to the taxable periods that end at or before the Effective Time shall be acceptable to the STOCKHOLDERS in their reasonable judgment. Notwithstanding the foregoing, the STOCKHOLDERS shall file or cause to be filed all separate federal income Tax Returns tax returns (federal, state, and any state and local or otherwisetax returns filed on the basis similar to that of S corporations under federal income tax rules) of any Acquired Party for all taxable periods that end on at or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filingsEffective Time. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns returns to be due. (ii) TCI MARINEMAX shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereofEffective Time. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates 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 any taxing authority and relevant records concerning the ownership and Tax tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the CompanyCOMPANY, NewcoNEWCO, TCI MARINEMAX and each Stockholder STOCKHOLDER shall comply with the Tax 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. (i) 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 Funding and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, ,TCI 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. (i) The CompanyCompany 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 for all taxable periods the Company and the Subsidiaries that end are required to be filed on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filingsthe Closing Date. Unless the The Company is a C corporationshall pay, the Stockholders or shall pay or cause to be paid paid, all Taxes shown due on such Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueReturns. (ii) TCI The Estates shall file prepare, or cause to be filed all separate prepared, the Company's and each Subsidiary's Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date on or prior to the Closing Date that are required to be filed after the Closing Date. The Estates shall deliver copies of such Tax Returns to the Buyer for review and approval (such approval shall not be unreasonably withheld) at least twenty (20) days prior to the due date for filing thereofsuch returns. The Estates shall be responsible for the payment of the portion of such Taxes shown due on such Tax Returns to the extent any such Taxes constitute Excluded Taxes and shall pay such amounts to Buyer within five (5) days prior to the due date for filing such Tax Returns. The Buyer shall cause the Company and the Subsidiaries to timely file such Tax Returns and to remit all Taxes shown due on such Tax Returns. (iii) Each party hereto shallThe Buyer shall prepare, or cause to be prepared, each Straddle Period Return. The Buyer shall deliver copies of each Straddle Period Return to the Estates for review and approval (such approval shall not be unreasonably withheld) at least twenty (20) days prior to the due date for filing such return (accompanied, where appropriate, by an accounting for the portion of such Taxes that constitutes Excluded Taxes). The Estates shall be responsible for the portion of the Taxes shown due on such Tax Returns to the extent any such Taxes constitute Excluded Taxes and shall cause its Subsidiaries and Affiliates to, provide pay such amounts to each Buyer within five (5) days of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim due date 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 and independent certified public accountants 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 Straddle Period Return and Buyer shall be responsible for the balance. The Buyer shall cause the Company and the Subsidiaries to timely file such Tax Returns and to remit all Taxes shown due on such Tax Returns. (iv) Each Notwithstanding anything to the contrary herein, if a dispute arises (and is not resolved within ten (10) days prior to the due date of the CompanyTax Return) with regard to the amount of Excluded Taxes that the Estates owe in respect of any Tax Return described in Section 8.02(b)(ii) or 8.02(b)(iii), Newcothe Estates shall pay to the Buyer the amount that the Estates believe is owing and the parties shall resolve their dispute through the Accounting Referee. The Accounting Referee's determination shall be final and binding on both parties and its expenses shall be borne equally by both parties. Within five (5) days following resolution of the dispute, TCI any amounts determined to be due upon final resolution of the dispute shall be promptly paid. (v) To the extent permitted by applicable Law or the administrative practice of any Taxing Authority, the taxable year of the Company and each Stockholder Subsidiary shall comply close as of the close of business on the Closing Date. The parties hereto, the Company and the Subsidiaries shall not take any position inconsistent with the preceding sentence on any Tax reporting requirements of Return. (vi) All Tax Returns described in this Section 1.351-3 8.02 shall be prepared in a manner consistent with past practice unless a past practice has been finally determined to be incorrect by the applicable Taxing Authority or a contrary treatment is required by applicable Tax Laws (or the judicial or administrative interpretations thereof). (vii) Notwithstanding anything contained herein to the contrary, the Estates (and the Company and/or its Subsidiaries prior to the Closing) may take any actions necessary to reduce or eliminate Taxes for any Tax Returns described in Section 8.02(b)(i) or 8.02(b)(ii) without the consent of the Treasury Regulations promulgated under Buyer, including, but not limited to, the Codedefense, and treat compromise or settlement of any audit or any administrative or court proceeding relating to Taxes for periods prior to or ending on the transaction as Closing Date or filing an amended Tax Return to obtain a tax-free contribution under Section 351(a) refund for an Excluded Tax; provided, however, if the Estates amend or agree to an audit adjustment on a Tax Return of the Code subject Company or its Subsidiaries for a period ending on or prior to gain, if any, recognized on the receipt of cash Closing Date and such amendment or other property under Section 351(b) adjustment affects the Tax liability of the CodeCompany or its Subsidiaries for a period after the Closing, then the Estates or the Estate Representative shall obtain the consent of the Buyer before filing such amendment or agreeing to such adjustment (such consent shall not be unreasonably withheld); provided, however, that in no event shall the Estates (or the Estate Representative) be required to obtain the consent of the Buyer (or the Company or its Subsidiaries after the Closing) to settle or compromise the IRS claim consistent with the terms of the IRS Stipulation attached hereto as Exhibit A. The Buyer, the Estates, the Estate Representative, the Company and its Subsidiaries shall cooperate and take those actions necessary to reduce or eliminate Taxes for any Straddle Period Returns described in Section 8.02(b)(iii). To the extent any of the foregoing requires action to be taken by the Company or any of its Subsidiaries after the Closing Date, the Buyer, Company and its Subsidiaries shall cooperate with the Estates to realize the applicable tax benefit or reduction in Taxes, including the filing of amended Tax Returns (prepared by the Estates or the Estate Representative in the case of amendments to Tax Returns described in Section 8.02(b)(i) or 8.02(b)(ii)). (viii) The Company and/or its Subsidiaries shall promptly pay to the Estates any refunds (including interest thereon) received in respect of Excluded Taxes (determined without regard to clause (w) in the definition of Excluded Taxes).

Preparation and Filing of Tax Returns. Seller will prepare and timely file or will cause to be prepared and timely filed all appropriate federal, state, provincial, local and foreign Tax Returns in respect of the Acquired Companies and their assets or activities that (a) are required to be filed on or before the Closing Date or (b) are required to be filed after the Closing Date and (i) The Companyare Consolidated Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date. Buyer hereby irrevocably designates, if possibleand agrees to cause each of its Affiliates to so designate, Seller as its agent to take any and all actions necessary or otherwise incidental to the Stockholders shall preparation and filing of such Consolidated Tax Returns. Buyer will prepare or cause to be prepared and will timely file or cause to be timely filed all income other Tax Returns required of Buyer and its Affiliates (including the Acquired Companies), or in respect of their assets or activities. Any such Tax Returns (federal, state, local or otherwiseincluding amendments thereto) of any Acquired Party for all taxable that include periods that end ending on or before the Funding and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, Closing Date or that include, include the assets or activities of any of the Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date Companies prior to the filing thereof. (iii) Each party hereto shallClosing Date will, unless Seller and shall cause its Subsidiaries Buyer otherwise agree in writing, be prepared on a basis consistent with the elections, accounting methods, conventions and Affiliates to, provide to each principles of taxation used for the most recent taxable periods for which Tax Returns involving similar matters have been filed. Upon the request of the other parties hereto non-responsible party, the party responsible for the preparation of a particular Tax Return shall make available a draft of such cooperation and information as any of them reasonably may request in filing any Return, amended 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 thereof) for review and relevant work papers, relevant documents relating to rulings or other determinations comment 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so providednon-responsible party. Subject to the preceding sentenceprovisions of this Agreement, each all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party required to file Returns pursuant to responsible under this Agreement shall bear all costs of filing for such Returnspreparation. (iv) Each of the Company, Newco, TCI 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. (i) The Company, if possible, or otherwise the Stockholders Seller Parent shall file prepare or cause to be filed prepared all income (A) Tax Returns that include Seller Parent or any of its Affiliates (federalother than any Conveyed Subsidiary or any Subsidiary thereof), stateon the one hand, local and any Conveyed Subsidiary or otherwiseSubsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) for any Pre-Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Acquired Party Pre-Closing Separate Tax Return that is required to be filed after the Closing (taking into account any applicable extensions), Seller Parent shall deliver to Purchaser for all taxable periods that end on or before its review and comment, at least thirty (30) days, in the Funding and Consummation Datecase of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall permit TCI have the right to review all such Pre-Closing Separate Tax Returns Return and any such additional information prior to the filing of such filingsPre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Unless the Company is a C corporationPurchaser shall timely file (taking into account any applicable extensions), the Stockholders shall pay or cause to be paid all timely filed, such Pre-Closing Separate Tax liabilities Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in excess the case of all amounts already paid with respect thereto Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions). Seller Parent shall timely file, or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns cause to be duetimely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement. (ii) TCI Other than Tax Returns for which Seller Parent is responsible pursuant to Section 6.5(a)(i) and any Tax Returns described in Section 6.5(g)(iii), Purchaser shall file prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Conveyed Subsidiaries and their Subsidiaries (taking into account any applicable extensions). Any such Tax Return required to be filed all separate Returns ofby Purchaser for a Tax period that includes (but does not end on) the Closing Date (any such Tax period, a “Straddle Period,” and any such Tax Return, a “Straddle Period Tax Return,”) and any Tax Return (or relevant portion thereof) of Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries after the Closing) that includes or reflects (or is required to include or reflect) Seller Indemnified Taxes for which Seller Parent would reasonably be expected to be liable pursuant to this Agreement (any such Tax Return, or relevant portion thereof, or any Straddle Period Tax Return, a “Seller Indemnifiable Tax Return”) shall, where applicable, be prepared (1) in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that includethere is not at least a “more likely than not” basis for a position under applicable Law or such position would reasonably be expected to result in Purchaser or its Subsidiaries being liable for any material Taxes that are not Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement and (2) in accordance with the terms of this Agreement. With respect to any Seller Indemnifiable Tax Return, any Acquired Party Purchaser shall deliver to Seller Parent for all taxable periods ending after its review, comment and approval, at least thirty (30) days, in the Funding and Consummation Datecase of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Seller Indemnifiable Tax Return (taking into account any applicable extensions), a statement setting forth the amount of Tax for which Seller Parent is responsible pursuant to Section 6.5(d)(i) and a copy of such Seller Indemnifiable Tax Return, together with any additional information that Seller Parent may reasonably request. Seller Parent shall permit have the Stockholders a reasonable opportunity right to review all such Returns for periods including the Funding Seller Indemnifiable Tax Return, statement and Consummation Date any additional information prior to the filing thereofof such Seller Indemnifiable Tax Return, and Purchaser shall reflect on such Seller Indemnifiable Tax Return, as filed, any reasonable comments submitted by Seller Parent at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Seller Indemnifiable Tax Return (taking into account any applicable extensions) to the extent any such comments would not be reasonably expected to result in Purchaser or its Subsidiaries being liable for any material Taxes that are not Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement. Seller Parent shall, at least three (3) days before any Tax Return that Purchaser is obligated to file under Section 6.5(a) (ii) is due, pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes. (iii) Each party hereto shall, and shall cause Neither Purchaser nor any of its Affiliates (including the Conveyed Subsidiaries and Affiliates totheir Subsidiaries after the Closing) shall amend or revoke any Pre-Closing Separate Tax Return or Straddle Period Tax Return, provide or agree to each any waiver or extension of the other parties hereto such cooperation and information as any statute of them reasonably may request in filing any Returnlimitations, 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 Taxes with respect to any Conveyed Subsidiary (or any Subsidiary thereof) for a Pre-Closing Tax Period, without the prior written consent of Seller Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Upon Seller Parent’s reasonable request, at the sole cost and expense of Seller Parent, Purchaser shall file, or cause to be filed, any amended Pre-Closing Separate Tax Return in the form and substance reasonably requested by Seller Parent and in a manner consistent with the past practices of the applicable Conveyed Subsidiary or its Subsidiary (other determinations by Taxing authorities and relevant records concerning than as required as a result of the ownership and Tax basis of propertySeller Internal Restructurings), which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject except to the preceding sentenceextent that there is not at least a “more likely than not” basis for a position under applicable Law, each party provided that Purchaser shall not be required to file Returns any such amended Tax Return to the extent it would reasonably be expected to result in Purchaser or its Subsidiaries being liable for any material Taxes that are not Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement shall bear all costs of filing such Returnsor otherwise result in commercial consequences that materially and adversely affect Purchaser. (iv) Each Notwithstanding anything herein to the contrary, this Section 6.5(a) shall not apply to any Tax Returns in respect of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Transfer Taxes described in Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under 6.5(j) or any VAT described in 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 Code6.5(k).

Preparation and Filing of Tax Returns. (i) The Parent will timely prepare or will cause to be timely prepared (giving effect to any validly obtained extensions) (A) each combined, consolidated or unitary Tax Return that includes Parent or any of its Affiliates and any Purchased Company for any taxable period (a “Parent Group Return”), and (B) each Tax Return, other than a Parent Group Return, of any Purchased Company for any taxable period that ends on or before the Closing Date (a “Purchased Company Return”). All Parent Group Returns to the extent relating to a Purchased Company and all Purchased Company Returns shall be prepared in a manner consistent with past practices of the applicable Purchased Company, if possibleexcept as otherwise required by applicable Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of state, local or otherwise non-U.S. applicable Law). (ii) Parent will timely file or will cause to be timely filed all Parent Group Returns and all Purchased Company Returns that are required to be filed on or before the Stockholders Closing Date (giving effect to any validly obtained extensions) and will timely pay or cause to be paid all Taxes shown as due on all such Tax Returns. (iii) In the case of any Parent Group Return that (A) is required to be filed after the Closing Date (giving effect to any validly obtained extensions) and (B) includes a Purchased Company, Parent will deliver a draft of portions or excerpts of such Parent Group Return (or a pro forma Tax Return) relating solely to the Purchased Company, including all reasonably necessary workpapers, to Purchaser no later than 10 Business Days before the due date (giving effect to any validly obtained extensions) thereof, and Purchaser shall be entitled to deliver to Parent any reasonable comments within 5 Business Days after receipt of such draft. Parent will timely file or will cause to be timely filed, and will pay or will cause to be paid all Taxes shown as due on any such Parent Group Return. (iv) In the case of any Purchased Company Return that is required to be filed (giving effect to any validly obtained extensions) by any of the Purchased Companies after the Closing Date, Parent will deliver a draft of such Purchased Company Return to Purchaser no later than 10 Business Days before the due date (giving effect to any validly obtained extensions) thereof, and Parent will consider in good faith any reasonable comments delivered by Purchaser within 5 Business Days of delivery of such draft and, to the extent Parent accepts any such comments, Parent will deliver a revised draft of such Purchased Company Return to Purchaser. Purchaser will timely file or cause to be filed all income such Purchased Company Returns in the form provided by Parent; provided that if Purchaser believes in good faith that filing any such Purchased Company Return would reasonably be expected to result in the imposition of criminal penalties on Purchaser or any of its Affiliates, Purchaser will be entitled to make such changes as Purchaser reasonably believes are necessary to avoid such penalties. Parent will pay to Purchaser, in accordance with Section 10.1(c), the amount shown as due on the applicable Purchased Company Return and Purchaser will timely remit such amount to the applicable Taxing Authority. (i) Purchaser will timely prepare or will cause to be timely prepared each Tax Return of any Purchased Company for any Straddle Tax Period that is not a Parent Group Return (a “Purchaser Return”). Purchaser will deliver a draft of each Purchaser Return, including all reasonably necessary workpapers (accompanied by an allocation between the Pre-Closing Tax Period and the Post-Closing Tax Period of the Taxes shown to be due on such Tax Return), to Parent as soon as reasonably practicable and, in the case of an Income Tax Return, no later than 10 Business Days before the due date (giving effect to any validly obtained extensions) thereof, and Purchaser will incorporate any reasonable comments delivered by Parent within 5 Business Days after delivery of such draft; provided that if Purchaser believes in good faith that incorporating any such comments would reasonably be expected to result in the imposition of criminal penalties on Purchaser or any of its Affiliates, Purchaser will not be required to incorporate such comments. All Purchaser Returns shall be prepared in a manner consistent with past practices of the applicable Purchased Company, except as otherwise required by applicable Law or pursuant to a “determination” under Section 1313(a) of the Code (federal, or any comparable provision of state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be duenon-U.S. applicable Law). (ii) TCI shall file or cause Parent will pay to be filed all separate Returns of, or that include, Purchaser the portion (determined in accordance with Section 10.1(c)) of the amount shown as due on any Acquired Party Purchaser Return for all taxable periods ending after the Funding which Parent has an indemnification obligation pursuant to Section 10.1(a) and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all Purchaser will timely remit such Returns for periods including the Funding and Consummation Date prior amount to the filing thereofapplicable Taxing Authority. (iiic) Each party hereto shallIf and to the extent permitted by applicable Law, and each Purchased Company shall cause its Subsidiaries and Affiliates to, provide elect to close each taxable period on or as of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim Closing Date 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 and independent certified public accountants 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 ReturnsPurposes. (iv) Each of the Company, Newco, TCI 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. (i) The CompanyCOMPANY shall, if possible, file or otherwise cause to be filed all separate Returns of any Acquired Party for all taxable periods that end on or before the Stockholders Funding and Consummation Date. Notwithstanding the foregoing, the STOCKHOLDER shall file or cause to be filed all separate federal income Tax Returns (federal, state, and any State and local or otherwiseTax Returns filed on the basis similar to that of S corporations under federal income Tax rules) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders The STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due. (ii) TCI CSI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the CompanyCOMPANY, NewcoNEWCO, TCI CSI and each Stockholder the STOCKHOLDER shall comply with the Tax 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. (ia) The CompanyEach party shall prepare (or cause to be prepared) and timely file or cause to be timely filed (taking into account extensions) all of its respective Tax Returns with respect to any Pre-Closing Period that includes any of the Assets (including all Tax Returns filed on a consolidated, if possiblecombined, or otherwise unitary basis). Each party shall have sole discretion as to the Stockholders positions in and with respect to any Tax Return described in the preceding sentence; provided, however, that such Tax Returns shall be prepared on a basis consistent with the past practices of such party and in accordance with this Agreement, unless in the opinion of another party’s counsel, reasonably satisfactory to the filing party, any position taken on such Tax Returns would be likely to subject any of the parties to penalties. Each party shall deliver (or cause to be delivered) to the other parties draft Tax Returns for each of the Pre-Closing Periods ending on the Closing Date at least twenty business days prior to the Due Date thereof. (b) EOS shall prepare (or cause to be prepared) and timely file or cause to be filed (taking into account extensions) all income Tax Returns of EOS (federal, state, local or otherwiseincluding the Assets) of relating to any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and Post-Closing Period. (c) Each party shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay prepare (or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statementsprepared) shown by such Returns to be due. (ii) TCI shall and timely file or cause to be timely filed (taking into account extensions) all separate of its respective Tax Returns of, or that include, with respect to any Acquired Party for all taxable periods ending after Straddle Period. Any Straddle Period Tax Return shall be prepared on a basis consistent with the Funding last previous similar Tax Return. Each party shall provide the other parties with a draft of each such proposed Tax Return (and Consummation Date, and shall permit the Stockholders such additional information regarding such Tax Return as may reasonably be requested by a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date party) at least 25 days prior to the filing thereof. of such Tax Return, except that (iiii) in the case of a Tax Return relating to a monthly taxable period, the copy shall be provided at least five 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 in such shorter period of time prior to filing as the filing party shall reasonably determine to be practicable. Each filing party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of permit the other parties hereto to review and comment on each such cooperation Tax Return and information as to recommend any changes, modifications, additions, or deletions to the extent they relate to a Pre-Closing Straddle Period, provided that such changes, modifications, additions, or deletions are consistent with past practice and that such reporting, in the opinion of another party’s counsel, reasonably satisfactory to the filing party, would not be likely to subject any of them reasonably may request in the parties to penalties; and provided, further, that the party’s comments are received by the filing party at least five business days prior to the Due Date of the applicable Tax Return. If any dispute has not been resolved prior to the Due Date for filing of the 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 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of Return shall be filed as originally proposed by the Treasury Regulations promulgated under filing party, reflecting any items agreed to by 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 Codeparties at such time.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns tax returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI RV Centers to review all such Tax Returns tax returns prior to such filingsfilings except with respect to information pertaining to members of a consolidated group other than the Company. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Company's Financial Statements) shown by such Returns tax returns to be duedue or otherwise attributable to such tax returns. (ii) TCI If the Company is an S corporation, then upon filing the final tax returns covering the Company's earnings for the year ended December 31, 1998 and the period from January 1, 1999 to the Consummation Date, Stockholders shall provide to RV Centers copies of the Forms 1120S and Schedule K-1s and equivalent state income tax forms so filed. If the amount of dividends or distributions made pursuant to Annex I in anticipation of such taxes exceeds the "Calculated Tax Amount," as defined below, for the applicable period, then Stockholders shall repay any excess amount to the Company within 10 days of the filing of the Form 1120S, or equivalent and provide a written calculation of the Calculated Tax Amount. If the amount of dividends or distributions made pursuant to Annex I in anticipation of such taxes is less than the Calculated Tax Amount for the applicable period, then the Company shall reimburse Stockholders for the amount of such deficiency within 10 days of receiving a copy of the filed Form 1120S, Schedule K-1s or equivalent and a written calculation of the Calculated Tax Amount. The Calculated Tax Amount shall mean the amount of federal and state income taxes that was owed on each Stockholder's income from the Company, for the periods from July 1, 1998 to December 31, 1998 and from January 1, 1999 to the Consummation Date, assuming a federal tax rate of 39.6% and the applicable state tax rate (net of federal benefits). (iii) RV Centers shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiiiv) 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (ivv) Each of the Company, Newco, TCI RV Centers and each Stockholder shall comply with the Tax 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 Sections 351(b) or 357(c) of the Code.

Preparation and Filing of Tax Returns. (a) Seller shall timely prepare and file or shall cause to be timely prepared and filed (i) The Companyany combined, if possibleconsolidated or unitary Tax Return that includes Seller or any of its Affiliates, and (ii) any Tax Return of the Acquired Companies for any Pre-Closing Tax Period and pay any Taxes due with respect to such Tax Returns. Purchaser shall not amend or otherwise revoke such Tax Returns (or any notification or election relating thereto). Seller shall prepare and submit to Purchaser, no later than three months after the Stockholders Closing Date, blank Tax Return workpaper packages or questionnaires for Pre-Closing Tax Periods. Purchaser shall, and shall cause the Acquired Companies to, prepare in good faith and submit to Seller in accordance with past practice, within three months of receipt, all information as Seller shall reasonably request in such Tax Return workpaper packages or questionnaires. (b) Purchaser shall, except to the extent that such Tax Returns are the responsibility of Seller under Section 14.5(a), timely prepare and file or shall cause to be timely 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 Funding and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto Acquired Companies. For any Straddle Period Tax Return of the Acquired Companies that is the responsibility of Purchaser under this Section 14.5(b), Purchaser shall, and shall cause its Subsidiaries and Affiliates to, provide to each prepare such Tax Return in a manner consistent with past practices of the other parties hereto Acquired Companies unless otherwise required by applicable Laws and Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld) a copy of such cooperation and information as any proposed Tax Return (accompanied, in the case of them reasonably may request in filing any a Straddle Period Tax Return, amended by an allocation between the Pre-Closing Tax Period and the Post-Closing Tax Period of the Taxes shown to be due on such Tax Return) at least thirty Business Days prior to the due date (giving effect to any validly obtained extensions) thereof. Purchaser shall not unreasonably fail to reflect any comments received from Seller within ten Business Days following Seller’s receipt of such Tax Return and the failure of Seller to propose any changes within such ten Business Days shall constitute its approval thereof. Purchaser shall not amend or claim revoke any Straddle Period Tax Return (or any notification or election relating thereto). Purchaser shall promptly reimburse Seller for refund, determining a liability for Taxes or a right to refund any overpayment of Taxes or in conducting any audit or other proceeding in with respect to a Pre-Closing Tax Period, including by reason 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation payment of any documents estimated Taxes by Seller 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 Returnsits Affiliates. (iv) Each of the Company, Newco, TCI 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. (ia) The Company, if possible, or otherwise the Stockholders Seller shall file or cause to be filed all income Tax Returns (federalof, stateor that include, local or otherwise) of any Acquired Party the Company for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filingsPre-Closing Periods. Unless the Company is a C corporation, the Stockholders Seller shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Tax Returns to be due. In particular, Seller will include the income of the Company for all Pre-Closing Periods on the consolidated federal income Tax Returns of Seller and pay any federal income Taxes attributable to such income. The Company will furnish Tax information to Seller for inclusion in the consolidated federal income Tax Return of Seller for the period that includes the Closing Date in accordance with the past customs and practice of the Company. Seller will allow Buyer an opportunity to review and comment upon such Tax Returns (including any amended Tax Returns) to the extent that they relate to the Company and shall make such revisions to such Tax Returns as are reasonably requested by Buyer. (iib) TCI Buyer shall file or cause to be filed all separate Tax Returns of, or that include, any Acquired Party the Company for all taxable Taxable periods ending on or after the Funding Closing Date. With respect to any Tax Return of the Company for a Taxable period that begins on or before the Closing Date and Consummation ends after the Closing Date, and Buyer shall permit the Stockholders a reasonable allow Seller an opportunity to review all and comment upon such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by Seller. Seller shall pay to Buyer within 15 days after the date on which Taxes are paid with respect to such periods, an amount equal to the portion of such Taxes which relates to the Pre-Closing Period. For purposes of this SECTION 8.2, in the case of any Taxes that are imposed on a periodic basis and are payable for periods a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the Pre-Closing Period shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on and including the Funding Closing Date and Consummation Date prior the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the filing thereof. (iii) Each party hereto shall, amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall cause its Subsidiaries and Affiliates to, provide be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to each give effect to the foregoing allocations shall be made in a manner consistent with prior practice 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 Company. Any refund of Taxes (including any interest thereon) that relates to the Company and that is attributable to a Post-Closing Period, shall be the property of the Company and shall be retained by the Company (or, if applicable, promptly paid by Seller to the Company if any such refund is received by Seller or any of its subsidiaries or affiliates). If after the Closing Date, the Company receives a refund of any Tax (including any interest thereon) that relates to, and that was previously paid by or on behalf of the Company and that is attributable to a Pre-Closing Period and such Tax is not described in conducting any audit the previous sentence, then the Company shall promptly pay or other proceeding in respect cause to be paid to the Seller the amount of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, such refund 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 any interest thereon. Any refund of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of Taxes (including 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. (ivinterest thereon) Each of the Company, Newco, TCI 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 that includes but does not end on the receipt of cash or other property under Section 351(b) of Closing Date shall be allocated between the CodePre-Closing Period and the Post-Closing Period in accordance with SECTION 8.2(b).

Preparation and Filing of Tax Returns. (i) The Company, if possible, Seller shall timely prepare or otherwise the Stockholders shall cause to be prepared and file or cause to be filed (including applicable extensions of time to file), at Seller’ expense, all income Income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable the Company with respect to periods that end ending on or before the Funding and Consummation DateClosing Date which are first due after the Closing Date (any such period, and shall permit TCI to review all a “Pre-Closing Period”). All such Tax Returns prior shall be prepared in accordance with applicable Law and the Company’s past practice (provided that such past practice is consistent with applicable Law. Seller shall provide each such Tax Return to Buyer for review, comment and, in the case of any such filingsTax Return that is a stand-alone Tax Return, for filing no later than thirty (30) days before the due date for such Tax Return (taking into account applicable extensions of time to file); provided, however, if Seller shall fail to provide any such Tax Return to Buyer as set forth in this Section 8.7(a)(i), Buyer shall prepare and file such Tax Return. Unless If Seller and Buyer are unable to resolve any dispute regarding such Tax Return fifteen (15) days after Seller submits such Tax Return to Buyer, the dispute shall be resolved by the Accountants in accordance with Section 1.4(e). Seller shall pay to Buyer an amount equal to all Taxes of the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto to any Pre-Closing Tax Period at least ten (10) days before the date on which Buyer or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by would be required to pay such Returns to be dueTaxes. (ii) TCI Buyer shall prepare or cause to be prepared and file or cause to be filed all separate any Income Tax Returns ofof the Company for any taxable period of the Company that includes (but does not end on) the Closing Date (each such taxable period, or that includea “Straddle Period, any Acquired Party for all taxable periods ending after the Funding ” and Consummation Dateeach such Tax Return, a “Straddle Tax Return”), and Buyer shall permit the Stockholders a reasonable opportunity Seller to review all and comment on each such Returns for periods including the Funding and Consummation Date Straddle Tax Return prior to filing. If Buyer and Seller are unable to resolve any dispute regarding such Tax Return within fifteen (15) days after Buyer submits such Tax Return to Seller, the dispute shall be resolved by the Accountants in accordance with Section 1.4(e). Any portion of any Tax which must be paid in connection with the filing thereofof a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date shall be referred to herein as “Pre-Closing Taxes. ” Seller shall pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns at least ten (iii10) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each days before the date on which Buyer or any 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 and independent certified public accountants 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 Company would be required to file Returns pursuant to this Agreement shall bear all costs of filing pay such ReturnsTaxes. (iv) Each of the Company, Newco, TCI 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. (ia) The CompanySeller shall prepare or cause to be prepared all required Tax Returns of the Company for any taxable period which ends on or before the Closing Date; provided, if possiblethat all such Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made in a manner consistent with past practice. Before filing any Tax Return described in the preceding sentence, Seller shall provide Buyer for its review and comment a copy of such Tax Return at least forty-five (45) Business Days prior to the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) in the case of income Tax Returns and as soon as practicable in the case of all other Tax Returns. If Buyer agrees with such Tax Return, Seller shall pay to Buyer the amount of the Buyer Indemnified Parties indemnification prior to such Tax Return or otherwise the Stockholders due date for the filing of the related Tax Return. If, for any reason, Buyer does not agree with such Tax Return, Buyer shall notify Seller of its disagreement within twenty (20) Business Days of receiving a copy of the Tax Return. In the event that Seller and Buyer do not resolve such dispute within fifteen (15) Business Days thereafter, such dispute shall be settled pursuant to the provisions of Section 8.5. Buyer shall prepare or cause to be prepared and timely file or cause to be filed all required Tax Returns relating to the Company for taxable periods ending after the Closing Date; provided, that with respect to any Tax Returns for a Straddle Period, such Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made in a manner consistent with past practice. Before filing any Tax Return with respect to any Straddle Period, Buyer shall provide Seller with a copy of such Tax Return for its review and comment at least forty-five (45) Business Days prior to the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) in the case of income Tax Returns (federaland as soon as practicable in the case of all other Tax Returns, stateaccompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Dateif any, and shall permit TCI pursuant to review all Section 8.1(a). If Seller agrees with such Tax Returns Return and Buyer’s calculation of its indemnification obligation, Seller shall pay to Buyer the amount of the Buyer Indemnified Parties indemnification prior to such filingsTax Return or the due date for the filing of the related Tax Return. Unless If, for any reason, Seller does not agree with such Tax Return or Buyer’s calculation of Seller’s indemnification obligation, Seller shall notify Buyer of its disagreement within twenty (20) Business Days of receiving a copy of the Company Tax Return and Buyer’s calculation. In the event that Seller and Buyer do not resolve such dispute within fifteen (15) Business Days thereafter, such dispute shall be settled pursuant to the provisions of Section 8.5. (b) With respect to Tax Returns that Seller is a C corporationrequired to prepare or cause to be prepared pursuant to Section 8.2(a), the Stockholders Seller shall pay or cause to be paid to Buyer when due and payable all Tax liabilities (in excess of all amounts already paid Taxes with respect thereto or properly accrued or reserved with respect thereto on to the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file for any taxable 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 Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Closing Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of extent such Taxes exceed 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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 gainamount, if any, recognized on specifically accrued or specifically reserved for such Taxes in Net Working Capital. (c) With respect to Taxes for Straddle Periods, to the receipt extent that the sum of cash (i) payments, if any, made by Seller or the Company prior to the Closing Date to a Governmental Authority plus (ii) the amount of any liability for Taxes for Straddle Periods that are specifically accrued for such Taxes in Net Working Capital is greater than Seller’s allocable portion of such Straddle Period Taxes as determined pursuant to Section 8.1(c), Buyer shall pay to Seller the amount of such excess within ten (10) Business Days of filing such Straddle Period Tax Return. (d) With respect to a Tax (other property than for a Straddle Period) for which Seller has provided an indemnity under Section 351(b8.1(c), to the extent that the amount, if any, specifically accrued or reserved for any such Taxes in Net Working Capital exceeds the amount of such Taxes actually due and payable, Buyer shall pay Seller the amount of such excess within ten (10) Business Days of filing the CodeTax Return related to such Tax.

Preparation and Filing of Tax Returns. (a) Seller shall timely prepare and file or shall cause to be timely prepared and filed (i) The Companyany combined, if possibleconsolidated or unitary Tax Return that includes Seller or any of its Affiliates, and (ii) any Tax Return of the Acquired Companies for any Pre-Closing Tax Period, which Tax Returns shall be prepared in a manner consistent with past practices of the Acquired Companies. Purchaser shall not amend or otherwise revoke such Tax Returns (or any notification or election relating thereto). (b) Purchaser shall, except to the Stockholders shall extent that such Tax Returns are the responsibility of Seller under Section 14.2(a), timely prepare and file or shall cause to be timely 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 Funding and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto Acquired Companies. For any Straddle Period Tax Return of the Acquired Companies that is the responsibility of Purchaser under this Section 14.2(b), Purchaser shall, and shall cause its Subsidiaries and Affiliates to, provide to each prepare such Tax Return in a manner consistent with past practices of the other parties hereto Acquired Companies and Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld) a copy of such cooperation and information as any proposed Tax Return (accompanied, in the case of them reasonably may request in filing any a Straddle Period Tax Return, amended by an allocation between the Pre-Closing Tax Period and the Post-Closing Tax Period of the Taxes shown to be due on such Tax Return) at least twenty days prior to the due date (giving effect to any validly obtained extensions) thereof. Purchaser shall reflect in good faith any reasonable comments received from Seller within ten days following Seller's receipt of such Tax Return. Purchaser shall not amend or revoke any Straddle Period Tax Return (or claim any notification or election relating thereto) without the prior consent of Seller, which consent shall not be unreasonably withheld. Purchaser shall promptly reimburse Seller for refund, determining a liability for Taxes or a right to refund any actual overpayment of Taxes or in conducting any audit or other proceeding in with respect to a Pre-Closing Tax Period, including by reason 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation payment of any documents estimated Taxes by Seller 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 Returnsits Affiliates. (iv) Each of the Company, Newco, TCI 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. (a) Seller shall timely prepare or shall cause to be timely prepared (i) The Companyany combined, if possibleconsolidated or unitary Tax Return that includes Seller or any of its Affiliates and (ii) any Tax Return of any Trayport Company for any taxable period that ends on or before the Closing Date. Subject to Section 8.5, Seller shall deliver to Purchasers for their review, comment and approval (which approval shall not be unreasonably withheld) a copy of such proposed Tax Return (x) in the case of Tax Returns prepared less frequently than on a quarterly basis, at least ten (10) Business Days prior to the due date (giving effect to any validly obtained extension thereof) and (y) in the case of Tax Returns prepared on a quarterly or otherwise more frequent basis, at least five (5) Business Days prior to the Stockholders due date thereof (giving effect to any validly obtained extension thereof). Seller shall timely file or shall cause to be timely filed any Tax Return described in clause (i) of the first sentence of this Section 8.2(a) and shall deliver to Purchasers, and Purchasers shall timely file or cause to be timely filed all income in the manner prepared by Seller, any Tax Returns described in clause (federal, state, local or otherwiseii) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Datefirst sentence of this Section 8.2(a). Except to the extent specifically reflected as a Tax liability in the determination of the Closing Working Capital, and Seller shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporationpay, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all paid, to the appropriate Taxing Authority any amounts already paid with respect thereto or properly accrued or reserved with respect thereto shown as due on the Company Financial Statements) shown by such Tax Returns to be duedescribed in this Section 8.2(a). (iib) TCI shall Purchasers shall, except to the extent that such Tax Returns are the responsibility of Seller under Section 8.2(a), timely prepare and file or shall cause to be timely prepared and filed all separate Tax Returns ofwith respect to any Trayport Company. (c) For any Straddle Period Tax Return of any Trayport Company that is the responsibility of Purchasers under Section 8.2(b), or that include, any Acquired Party for all taxable periods ending after (1) such Straddle Period Tax Returns shall be prepared consistent with the Funding and Consummation past practice of the Trayport Companies immediately prior to the Closing Date, and (2) Purchasers shall permit deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld) a copy of such proposed Tax Return (accompanied by an allocation between the Stockholders Pre-Closing Period and the Post-Closing Period of the Taxes shown to be due on such Tax Return) (i) in the case of Tax Returns prepared less frequently than on a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date quarterly basis, at least ten (10) Business Days prior to the filing due date (giving effect to any validly obtained extension thereof) and (ii) in the case of Tax Returns prepared on a quarterly or more frequent basis, at least five (5) Business Days prior to the due date thereof (giving effect to any validly obtained extension thereof). Seller shall pay to Purchasers the amount of Taxes shown as due on such Tax Returns that are Excluded Taxes within three (3) Business Days of the due date of such Tax Returns. (iiid) Each party hereto shallExcept to the extent required by applicable Law, Purchasers shall not, and shall cause its Subsidiaries and Affiliates not to, provide to each amend any Tax Return of any Trayport Company for any Pre-Closing Period or for any Straddle Period without the other parties hereto such cooperation and information as any consent 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 propertySeller, which such party may possess. Each party consent shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents not be unreasonably withheld, 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. (iv) Each of the Company, Newco, TCI 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. (a) Diageo shall file or cause to be filed (i) The Companyany combined, if possibleconsolidated or unitary Return that includes Diageo, the Pillsbury Stockholder or otherwise any Continuing Affiliate and (ii) any other Return of any of the Stockholders Business Entities for any taxable period that ends on or before the Closing Date. All such Returns shall be filed in a manner consistent with past practice, shall not include any change in any method of accounting and shall not include any Tax election that is inconsistent with past practice (except for the 338 Elections). Diageo shall, reasonably promptly after the filing of a Return described in clause (i) or (ii) above, provide General Mills a copy of such Return (or a copy of a pro forma separate Return xx xhe case of a Return described in clause (i)). Diageo shall remit to the relevant Taxing Authority all Taxes shown by such Returns to be due. General Mills shall cause the Business Entities to furnish information to Diaxxx xn connection with any such Return, at Diageo's expense, in accordance with the past procedures, customs and practices of Diageo. (b) Except to the extent set forth in Section 7.7(a), General Mills 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 Funding and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, xxx of the Business Entities. (c) With respect to any Acquired Party Return of any of the Business Entities for all a taxable periods ending period that, with respect to such Business Entity, begins on or before and ends after the Funding Closing Date (such a Return, a "Straddle Period Return" and Consummation Datesuch a taxable period, and a "Straddle Period"), General Mills shall permit the Stockholders deliver a reasonable opportunity copy of such Return to review all such Returns for periods including the Funding and Consummation Date Diageo at least 40 Businxxx Xays prior to the due date (giving effect to any extension thereof), accompanied by an allocation between the Pre-Closing Period and the Post-Closing Period of the Taxes shown to be due on such Return. Such Return and allocation shall be final and binding on Diageo, unless, within 10 Business Days after the date of receipt by Diageo of such Return and allocation, Diageo delivers to General Mills a written request for changes to such Return or allocation. If Xxxxxo delivers such a request, then General Mills and Diageo shall undertake in good faith to resolve the issues xxxxxd in such request prior to the due date (including any extension thereof) for filing thereofsuch Return. If General Mills and Diageo are unable to resolve any issue within 10 Business Dxxx xrom the date of receipt by General Mills of the request for changes, then Diageo and General Mills jointxx xxall engage the Neutral Auditors to determine the corrxxx xreatment of the item or items in dispute. Each of Diageo and General Mills shall bear and pay one-half of the fees and other costs charged xx xhe Neutral Auditors. The determination of the Neutral Auditors shall be final and binding on the parties hereto. (iiid) Each party hereto shallIn the case of each Straddle Period Return, and not later than two Business Days before the due date (including any extension thereof) for payment of Taxes with respect to such Return, Diageo shall cause its Subsidiaries and Affiliates to, provide pay to each General Mills or the relevant Business Entity the portion of the other parties hereto Taxes in conxxxxxon with 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 and independent certified public accountants 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 Diageo is responsible pursuant to this Agreement shall bear all costs of filing such ReturnsSection 7.3. (iv) Each of the Company, Newco, TCI 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. (ia) The Company, if possible, Seller will cause the Transferred Companies (at the expense of Seller) to prepare or otherwise the Stockholders shall cause to be prepared in a manner consistent with past practice and file or cause to be filed on a timely basis all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods years that end on or before the Funding Closing Date. With respect to any Tax Return for 2011 required to be filed or caused to be filed by Seller with respect to the Transferred Companies pursuant to this Section 8.2(a), Seller will (regardless of whether such Tax Return is required to be provided to Buyer pursuant to Section 8.2(c)) provide Buyer and Consummation Dateits authorized representatives with a copy of such completed Tax Return and a statement certifying and setting forth the calculation of the amount of Tax shown on such Tax Return, together with appropriate supporting information and schedules at least twenty (20) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and shall permit TCI Buyer and its authorized representatives will have the right to review all and comment on such Tax Returns prior to such filings. Unless Return in accordance with the Company is a C corporation, the Stockholders shall pay provisions of Section 8.2(c) below. (b) Buyer will prepare or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall prepared, and file or cause to be filed on a timely basis (i) all separate Tax Returns offor the Transferred Companies for all Straddle Periods, and (ii) all Tax Returns for the Transferred Companies for all post Closing tax years. Tax Returns for a Straddle Period will be prepared in a manner consistent with the Transferred Companies' past practices, except to the extent otherwise required by applicable Law. The liability for any Taxes set forth on a Straddle Period Tax Return will be determined in accordance with the provisions of Section 8.1 above. (c) With respect to any Tax Return required to be filed or caused to be filed by Seller, on the one hand, or Buyer, on the other hand, pursuant to Section 8.2(a) and Section 8.2(b) with respect to the Transferred Companies (such Party, the “Filing Party”) and as to which an amount of Tax is allocable to the Party that includeis not the Filing Party (the “Tax Indemnifying Party”) pursuant to Section 8.2(a) or Section 8.2(b), the Filing Party will provide the Tax Indemnifying Party and its authorized representatives with a copy of such completed Tax Return and a statement certifying and setting forth the calculation of the amount of Tax shown on such Tax Return that is allocable to such Tax Indemnifying Party, together with appropriate supporting information and schedules at least thirty (30) Business Days prior to the due date (including any Acquired Party extension thereof) for all taxable periods ending after the Funding and Consummation Datefiling of such Tax Return, and shall permit such Tax Indemnifying Party and its authorized representatives will have the Stockholders a reasonable opportunity right to review all and comment on such Returns for periods including the Funding and Consummation Date Tax Return, prior to the filing thereofof such Tax Return and will provide to the Filing Party written notice of any objections it has with respect to such Tax Returns (a “Tax Dispute”) no later than ten (10) Business Days prior to the date when such Tax Return must be filed. In the event of any such objections the relevant Parties will in good faith attempt to resolve such dispute for a period of five (5) Business Days following the date on which the Filing Party was notified of the Tax Dispute; provided, that if such dispute is not settled by such date (the “Tax Dispute Date”) the Parties will submit all such disputed matters to an independent and mutually selected nationally recognized accounting firm or law firm (the “Tax Referee”), within five (5) Business Days after the Tax Dispute Date. The decision by the Tax Referee will be final and binding on the Parties with respect to how any such Tax Return should be filed. Notwithstanding anything in this Agreement to the contrary, the fees and expenses relating to the Tax Referee will be paid equally by each Party to such Tax Dispute. If the Tax Referee has failed to render a decision by the date that is three (3) days prior to the date on which the disputed Tax Return must be filed then such Tax Return will be filed in the manner consistent with the Tax Indemnifying Party's position; provided, however, that if the Tax Referee renders a final decision that differs from the position advocated by the Tax Indemnifying Party, such Tax Returns will be amended within a period not to exceed ninety (90) days after the Tax Referee's final decision to reflect the final determination reached by the Tax Referee and the Tax Indemnifying Party will reimburse the Filing Party for any additional Taxes that the Tax Indemnifying Party is required to pay pursuant to Section 8.1. (iiid) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each Payment 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 amounts due under this Article VIII 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 Taxes will be made: (i) except to the extent that there is a Tax Dispute or that a matter relating to rulings Taxes is being contested with a Taxing Authority, at least five (5) Business Days before the due date of the applicable estimated or other determinations by Taxing authorities and relevant records concerning the ownership and final Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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 Return required to file Returns be filed by the Filing Party that reports a Tax liability for which a Tax Indemnifying Party is liable pursuant to this Agreement shall bear all costs Agreement; and (ii) with respect to a Tax Dispute or any matter relating to Taxes which are being contested with a Taxing Authority, within three (3) Business Days after the following: (A) an agreement between Seller, on the one hand, and Buyer, on the other hand, that an indemnity amount is payable; (B) a Final Determination having been made by a Taxing Authority; or (C) in the event of filing such Returns. (iv) Each a Tax Dispute, a final determination by the Tax Referee. If liability under this Article VIII is in respect of an expense relating to the contest of a Tax matter, payment of any amounts due under this Article VIII will be made as of the Company, Newco, TCI and each Stockholder shall comply with time when the Tax reporting requirements of Section 1.351-3 payment of the Treasury Regulations promulgated under corresponding Tax is due pursuant to 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 Codeimmediately preceding sentence.

Preparation and Filing of Tax Returns. (ia) The CompanySubject to the provisions of Section 9.2(e), if possibleSellers shall cause each of the Acquired Companies to prepare or cause to be prepared in a manner consistent with past practice (but only to the extent such past practices will not, in the reasonable judgment of Sellers, cause Sellers or otherwise the Stockholders shall Acquired Companies to incur any additions to Taxes or penalties) and Requirements of Law and file or cause to be filed on a timely basis all income (i) Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods years that end on or before the Funding Closing Date and Consummation Date(ii) consolidated, unitary, combined or similar Tax Returns (the “Consolidated Tax Returns”) that include the Acquired Companies and the relevant Seller or any Affiliate of such Seller no matter when such taxable years end, and Sellers shall permit TCI pay all income Taxes payable under such Tax Returns; provided, however, that Sellers shall not be required to review all pay any Taxes shown on such Tax Returns prior to the extent that any such filings. Unless Taxes are not income Taxes, such Tax amounts are reflected on the Company is a C corporationFinal Closing Date Balance Sheet and such Tax amounts are taken into account in the calculation of Adjusted Book Value, in which case such amount of Taxes shall be paid by the Stockholders Acquired Companies and shall pay not be subject to the indemnity provided in Section 9.1(a). (b) Except as provided in Section 9.2(a), Buyer shall prepare or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall prepared and file or cause to be filed (at the expense of the Acquired Companies) on a timely basis all other Tax Returns with respect to the Acquired Companies and, subject to Sellers’ indemnity for Taxes as provided in Section 9.1(a), pay all Taxes reported as due on such Tax Returns. (c) With respect to any Tax Return required to be filed or caused to be filed by Sellers or Buyer pursuant to Section 9.2(a) or Section 9.2(b) with respect to the Acquired Companies (such Party, the “Filing Party”) and as to which an amount of Tax is allocable to the Party that is not the Filing Party (the “Tax Indemnifying Party”) pursuant to Section 9.1(a) or 9.1(b), the Filing Party shall provide the Tax Indemnifying Party and its authorized representatives with a copy of such completed Tax Return or, in the case of a Consolidated Tax Return, a pro forma Tax Return for each of the relevant Acquired Companies (prepared on a separate Returns ofcompany basis) and a statement certifying and setting forth the calculation of the amount of Tax shown on such Tax Return that is allocable to such Tax Indemnifying Party, together with appropriate supporting information and schedules at least thirty (30) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return or that includeConsolidated Tax Return, any Acquired Party for all taxable periods ending after as the Funding and Consummation Datecase may be, and such Tax Indemnifying Party and its authorized representatives shall permit have the Stockholders a reasonable opportunity right to review all and comment on such Returns for periods including Tax Return and statement, as the Funding and Consummation Date case may be, prior to the filing thereofof such Tax Return and shall provide to the Filing Party written notice of any objections it has with respect to such Tax Returns (a “Tax Dispute”) no later than fifteen (15) Business Days prior to the date when such Tax Return must be filed. In the event of any such objections, the Parties shall in good faith attempt to resolve such dispute for a period of five (5) Business Days; provided, however, that if such dispute is not settled by such date (the “Tax Dispute Date”) the Parties shall submit all such disputed matters to an independent and mutually selected nationally recognized accounting firm or law firm (the “Tax Referee”) within five (5) days after the Tax Dispute Date. The decision by the Tax Referee shall be final and binding on the Parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses relating to the Tax Referee shall be paid equally by each Party. If the Tax Referee has failed to render a decision by the date that is three (3) days prior to the date on which the disputed Tax Return must be filed, then such Tax Return shall be filed in the manner consistent with the Tax Indemnifying Party’s position; provided, however, that if the Tax Referee renders a final decision that differs from the position advocated by the Tax Indemnifying Party, such Tax Returns shall be amended to reflect the final determination reached by the Tax Referee and the Tax Indemnifying Party shall reimburse the Filing Party for any additional Taxes that the Tax Indemnifying Party is required to pay pursuant to Section 9.1. (iiid) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide Except 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 a claim for refundindemnity made pursuant to Section 9.1(a)(iii) (which shall be made in accordance with Section 9.4(g)), determining a liability for Taxes or a right to refund payment of Taxes or in conducting any audit or other proceeding amounts due under this Article IX in respect of TaxesTaxes shall be made: (i) except to the extent that there is a Tax Dispute or that a matter relating to Taxes is being contested with a Taxing Authority, at least three (3) Business Days before the due date of the applicable estimated or final Tax Return required to be filed by the Filing Party that reports a Tax liability for which a Tax Indemnifying Party is liable pursuant to this Agreement; and (ii) with respect to a Tax Dispute or any matter relating to Taxes which is being contested with a Taxing Authority, within three (3) Business Days after the following: (A) an agreement between Sellers and Buyer that an indemnity amount is payable; (B) a Final Determination having been made by a Taxing Authority; (C) except in the case of a matter that is being contested or will be contested with a Taxing Authority, an assessment of a Tax by a Taxing Authority; or (D) in the event of a Tax Dispute, a final determination by the Tax Referee. Such cooperation If liability under this Article IX is in respect of an expense relating to the contest of a Tax matter, payment of any amounts due under this Article IX shall be made as of the time when the payment of the corresponding Tax is due pursuant to the immediately preceding sentence. (e) In the event that personnel required to prepare any Tax Returns Sellers are required to cause to be prepared and information filed pursuant to Section 9.2(a)(i) remain in the employ of the Acquired Companies or become employees of Buyer or any Affiliate of Buyer after the Closing, Sellers may, at their sole option and at Sellers’ expense, which expense shall include providing copies be determined by reference to the reasonable compensation, computed on an hourly basis, paid to the personnel required to prepare such Tax Returns, request that such personnel prepare such Tax Returns. Any such expense shall be paid by Sellers promptly upon request by Buyer or the affected Acquired Companies. Upon such event, Buyer shall prepare or cause to be prepared such Tax Returns on a timely basis and in a manner consistent with past practice (but only to the extent such past practices will not, in the reasonable judgment of all relevant portions Sellers, cause Sellers or the Acquired Companies to incur any additions to Taxes or penalties) and Requirements of relevant ReturnsLaw and shall provide to Sellers and Sellers’ authorized representatives such Tax Return, together with relevant accompanying appropriate supporting information and schedules at least twenty (20) days prior to the due date (including any extension thereof) for the filing of such Tax Return; provided, however, that Sellers must notify Buyer in writing at least sixty (60) days prior to the due date (including any extension thereof) for the filing of such Tax Return that they are exercising this option. Sellers and relevant work papers, relevant documents relating their authorized representatives shall have the right to rulings or other determinations modify any such Tax Return prior to the filing 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation Sellers 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 ReturnsTax Return. (iv) Each of the Company, Newco, TCI 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. (i) The Company, if possible, or otherwise Philips shall prepare and timely file (including extensions) in proper form with the Stockholders shall file or cause to be filed appropriate Taxing Authority all income Tax Returns (federal, state, local of the Company or otherwise) of any Acquired Party a Company Subsidiary or which include or relate to the Company or the Company Subsidiaries for all taxable periods that end Pre-Closing Tax Periods ending on or before the Funding Closing Date. Philips shall timely pay or shall cause to be timely paid any and Consummation Date, and shall permit TCI all Taxes due with respect to review all such Tax Returns allocable to Philips under Section 6.9(b). Philips and its Affiliates shall have the exclusive authority and obligation to prepare all Tax Returns of the Company and the Company Subsidiaries or which include the Company or any Company Subsidiary described in the preceding sentence that are due with respect to any Pre-Closing Tax Period. Such authority shall include the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company and the Company Subsidiaries shall be reported or disclosed in such Tax Returns; provided, however, that such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices with respect to such items, unless otherwise required by Law. Philips shall provide Newco drafts of such Tax Returns at least thirty (30) days prior to the due date for the filing of such filingsTax Returns (including extensions). Unless At least fifteen (15) days prior to the Company is a C corporationdue date for the filing of such Tax Returns (including extensions), the Stockholders Newco shall pay or cause notify Philips in writing of any objections to be paid all any items set forth on such draft Tax liabilities (Returns. Philips and Newco agree to consult and resolve in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by good faith any such Returns to be dueobjection. (ii) TCI Newco shall prepare and file in proper form with the appropriate Taxing Authority or shall cause the Company or one or more Company Subsidiaries to prepare and file in proper form with the appropriate Taxing Authority all Tax Returns of the Company or a Company Subsidiary or which include the Company or any Company Subsidiary for Tax Periods for which Philips is not responsible pursuant to Section 6.9(a)(i) and shall pay or shall cause to be filed paid any and all separate Taxes due with respect to such Tax Returns. If any portion of the Taxes due with respect to such Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Dateis allocable to Philips, and Philips is liable for such Taxes, under Section 6.9(b), Newco shall permit provide Philips with written notice of the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date amount at least thirty (30) days prior to the filing thereofdate on which the relevant Tax Return is required to be filed by Newco or payment of such Taxes is otherwise due, and Philips shall pay such amount to Newco no later than five Business Days before such Taxes are due and payable. For 60 days after Closing, the requirements of the preceding sentence shall be applied in a manner that reasonably and in good faith reflects Newco’s ability to assume the administrative responsibilities described in the preceding two sentences. (iii) Each party hereto shallFor purposes of this Agreement, (A) the term “Pre-Closing Tax Period” means a Tax period or portion thereof that ends on or prior to the Closing Date; if a Tax period begins on or prior to the Closing Date and shall cause its Subsidiaries and Affiliates toends after the Closing Date, provide to each then the portion of the other parties hereto such cooperation Tax period that ends on and information as includes the Closing Date shall constitute a Pre-Closing Tax Period, (B) the term “Post-Closing Tax Period” means any of them reasonably may request in filing any Return, amended Return Tax period that begins after the Closing Date; if a Tax period begins on 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 and independent certified public accountants 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 sentenceClosing Date and ends after the Closing Date, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each then the portion of the Company, Newco, TCI Tax period that begins immediately after the Closing Date shall constitute a Post-Closing Tax Period and each Stockholder shall comply with (C) the term “Straddle Tax reporting requirements of Section 1.351-3 of Period” means any Tax period that begins before the Treasury Regulations promulgated under Closing Date and ends after 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 CodeClosing Date.

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial StatementsStatements and books and records) shown by such Returns to be due. (ii) TCI TSII shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates 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 taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the CompanyCOMPANY, Newco, TCI TSII and each Stockholder STOCKHOLDER shall comply with the Tax 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 transfer to a controlled corporation 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. (ia) 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 tax returns for all taxable periods that end on or before the Funding and Consummation Closing Date, but in each case only after LandCare has reviewed such filings and shall permit TCI to review all such Tax Returns prior to such filingsconsented thereto. Unless If the Company is a C an S corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess for all periods ending on or prior to the Closing Date, and, pursuant to Section 1377 of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto the Code, the Stockholders and LandCare shall elect to terminate the Company's tax year at the Closing Date and to end the Company's following tax year on the Company Financial Statementslast day of the Company's regular tax year. Such two years (including the short year) shown shall be treated as separate years for purposes of allocating the Company's income, gain, loss, deduction and credit. The Stockholder shall file the final S corporation return by such Returns to its due date, which will be due2 1/2 months after the Closing Date. (iib) TCI LandCare shall file or cause to be filed all separate Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiic) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any ReturnTax Returns, amended Return Tax Returns 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 with respect of to 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 to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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 Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. (iv) Each of the Company, Newco, TCI 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. (i) The Company, if possible, or otherwise the Stockholders shall file Seller will prepare or cause to be filed prepared all income Tax Returns for or with respect to the Company for all Pre-Closing Tax Periods that are filed after the Closing Date, including any amendments and carryback claims with respect to any such income Tax Returns. Seller shall include the income of the Company (federal, state, local or otherwiseincluding any deferred items taken into account pursuant to Treasury Regulations Section 1.1502-13 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19) on the consolidated federal income Tax Returns of Holdings for all periods through the Closing Date and pay any Acquired Party for federal income Taxes attributable to such income. For all taxable periods that end ending on or before the Funding and Consummation Closing Date, Seller shall cause the Company to (a) join in Seller’s consolidated or combined state and shall permit TCI federal income Tax Returns and (b) to review all file separate company income Tax Returns in state and local jurisdictions that require Seller to file such returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. Seller will permit Purchaser to review and comment on each such income Tax Return described in the first sentence of this Section 11.1 prior to filing, provided that, with respect to any such filingsTax Return that is filed on a combined or consolidated basis, Seller will only be required to provide Purchaser with a copy of the portions of such Tax Return that directly relate to the Company. Unless After such review, Seller will submit such income Tax Returns (other than any combined or consolidated income Tax Return) to the Company is a C corporation, the Stockholders shall pay for filing. Neither Purchaser nor Seller will amend or cause to be paid all amended any such income Tax liabilities (Return in excess of all amounts already paid with respect thereto any way that relates to or properly accrued or reserved with respect thereto on affects the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file without the written consent of the other Party. Purchaser will prepare or cause to be filed prepared all separate Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 than 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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 Company for Pre-Closing Tax Periods and Straddle Periods that are due after the Closing Date. Purchaser will permit Seller to gain, if any, recognized review and comment on each such Tax Return described in the receipt preceding sentence prior to filing. Purchaser will not amend or cause to be amended any such Tax Return without the written consent of cash or other property under Section 351(b) of the CodeSeller.

Preparation and Filing of Tax Returns. (i) The Subsequent to the approval of Jeff Fatica on behalf of the Stockholders, the Company, if possiblepxxxxxxx, or xx 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 Funding and Consummation Date, and . Pentacon shall permit TCI be given the opportunity 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due, subject to the provisions of 7.3(iii). (ii) TCI Pentacon shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 copies, at the expense of the requesting party, 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI Pentacon and each Stockholder shall comply with the Tax 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 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. (ia) 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 tax returns for all taxable periods that end on or before the Funding and Consummation Closing Date, but in each case only after LandCare has reviewed such filings and shall permit TCI to review all such Tax Returns prior to such filingsconsented thereto. Unless If the Company is a C an S corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of for all amounts already paid with respect thereto periods ending on or properly accrued or reserved with respect thereto on prior to the Company Financial Statements) shown by such Returns Closing Date, and, pursuant to be due.Section (iib) TCI LandCare shall file or cause to be filed all separate Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiic) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any ReturnTax Returns, amended Return Tax Returns 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 with respect of to 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 to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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 Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. (iv) Each of the Company, Newco, TCI 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. (ia) The Company, if possible, or otherwise the Stockholders Shareholders shall file or cause to be filed prepare all income Tax Returns (federal, state, local or otherwise) of any Acquired Party returns for all taxable periods that end of the Company ending on or before prior to the Funding and Consummation Closing Date, including without limitation all Tax returns for the S Short Year. Such Tax returns shall be prepared on a basis consistent with past practice. In the event of a disagreement between FYI and shall permit TCI to review all the Surviving Corporation and the Shareholders over the calculation of taxable income for such Tax Returns prior to such filings. Unless the Company is a C corporationreturns, the Stockholders Shareholders shall pay or cause be required to obtain and produce an opinion letter from one of the accounting firms commonly referred to within the United States as the "big six" concluding that the treatment of the specific item at issue should more likely than not be paid all Tax liabilities (in excess sustained upon examination by the Internal Revenue Service. FYI and the Surviving Corporation shall be responsible for the payment of all amounts already paid with respect thereto or properly accrued or (other than income Taxes) due on such Tax returns to the extent they were reserved with respect thereto for on the Company Financial Statements) shown by . FYI and the Surviving Corporation shall cooperate with the Shareholders in the filing of such Returns to Tax returns. FYI and the Surviving Corporation shall be due. (ii) TCI shall file or cause to be filed responsible for the preparation of all separate Returns of, or that include, any Acquired Party Tax returns of the Company for all taxable periods ending after the Funding and Consummation Closing Date, including without limitation all Tax returns for the C Short Year. FYI and the Surviving Corporation shall permit be responsible for the Stockholders a reasonable opportunity to review payment of all amounts due on such Returns Tax returns. The Shareholders shall cooperate in the preparation of such Tax returns. (b) The Shareholders shall have responsibility for periods including the Funding and Consummation Date conduct of any audit of the Company of any taxable period ending on or prior to the filing thereofClosing Date; provided, however, that in the event that the Shareholders receive notice of a claim from the Internal Revenue Service or any other taxing authority the Shareholders shall promptly, but in any event within five (5) business days, notify FYI and the Surviving Corporation of such claim and of any action taken or proposed to be taken. In the event FYI and the Surviving Corporation wish to participate in such audit they may do so at their own cost and expense. (iii) 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 and independent certified public accountants 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. (ivc) Each of the Company, Newco, TCI FYI and each Stockholder the Shareholders shall comply with the Tax tax reporting requirements of Section 1.3511.368-3 of the Treasury Regulations promulgated under the Code, and shall treat the transaction as a tax-free contribution reorganization under Section 351(a368(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codeunless otherwise required by law.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all separate Federal income Tax Returns (federal, state, and any state and local or otherwiseTax Returns filed on the basis similar to that of S corporations under Federal income Tax rules) of any Acquired Party Company for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Each Stockholder shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI Purchaser shall file or cause to be filed all separate Returns of, or that include, any Acquired Party Company for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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. (ia) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders The STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due. (iib) TCI CTS shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiic) Each party hereto shall, and shall cause its Subsidiaries 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (ivd) Each of the CompanyCOMPANY, NewcoNEWCO, TCI CTS and each Stockholder the STOCKHOLDER shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-tax free contribution transfer of property 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. (a) The Unitholders' Representative and its agents shall be entitled to prepare the IRS Form 1065 (and any similar or analogous U.S. state or local partnership income Tax Return) of the Company for any Tax period ending on or before the Closing Date that is due after the Closing Date. If the Unitholders' Representative elects to prepare such a Tax Return, then it shall prepare such Tax Return consistent with past practice (unless otherwise required by Applicable Law) and, not later than thirty (30) days prior to the due date for filing of such Tax Return, deliver a draft of such Tax Return, together with all supporting documentation and work papers, to the Parent for its reasonable review and comment, and Unitholders' Representative shall incorporate any reasonable comments received from Parent. With respect to all other Tax Returns of the Company Entities due after the Closing Date relating to a Pre-Closing Period or Straddle Period (for the avoidance of doubt, including those Tax Returns that Unitholders' Representative does not elect to prepare pursuant to the preceding two sentences), Parent shall cause the Surviving Entity to prepare consistent with past practice (unless otherwise required by Applicable Law) and deliver a copy of any such Tax Return, together with all supporting documentation and work papers, to the Unitholders' Representative and its agents for their reasonable review and comment promptly (in the case of an income Tax Return, not later than thirty (30) days prior to the due date for filing of such Tax Return), and Parent shall incorporate any reasonable comments received from Unitholders' Representative. Parent shall cause the Surviving Entity to (a) cause any Tax Returns prepared pursuant to this Section 12.2(a) to be timely filed as prepared, (b) provide a copy of such filed Tax Return to the Unitholders' Representative and its agents, and (c) promptly provide each Unitholder with any information required to be provided under Applicable Law in a manner and timing consistent with past practice (including, but not limited to, an IRS Form K-1 and any similar form under U.S. state or local or non-U.S. Applicable Law). Swan Sponsor shall pay to Parent an amount equal to the portion of any Taxes reflected on such Tax Returns that are its responsibility pursuant to Section 12.1 no later than the due date of the Tax Return. (b) The Parties and their respective Affiliates shall make reasonable efforts to cooperate fully as and to the extent reasonably requested by the other Parties (including the Unitholders' Representative) in connection with the filing of Tax Returns and any Tax proceeding. Such cooperation shall include the retention and (upon the other Party's request) the provision of records, work papers and information which are reasonably relevant to any such Tax Return or Tax proceeding and explanation of any material provided hereunder. (c) Unless required by applicable Law or except as set forth below, (i) The Companyno amended Tax Return with respect to a Pre-Closing Period or Straddle Period shall be filed by or on behalf of a Company Entity without consent of Swan Sponsor (which consent shall not be unreasonably withheld or delayed) if such amended Tax Return or settlement would increase the liability of Swan Sponsor with respect to Taxes, if possibleand (ii) no amended IRS Form 1065 (or any similar or analogous U.S. state or local partnership income Tax Return) of the Company for any Tax period ending on or before the Closing Date shall be filed by or on behalf of a Company Entity without consent of Swan Sponsor. Notwithstanding the above, or otherwise the Stockholders shall Parent may file or cause to be filed all income an amended Tax Returns Return (federalother than a Return described in Section 12.2(c)(ii) above) even if not required by applicable Law without the consent of Swan Sponsor, state, local or otherwise) of provided that any Acquired Party for all taxable periods additional Taxes resulting therefrom will not be deemed to constitute Taxes that end on or before the Funding and Consummation Date, and shall permit TCI give rise 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 and independent certified public accountants 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 ReturnsSwan Sponsor. (iv) Each of the Company, Newco, TCI 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. (i) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on at or before the Funding and Consummation DateEffective Time, and which Returns as to the taxable periods that end at or before the Effective Time shall permit TCI be acceptable to review all such Tax Returns prior to such filingsthe STOCKHOLDERS in their reasonable judgment. Unless Notwithstanding the Company is a C corporationforegoing, the Stockholders STOCKHOLDERS shall file or cause to be filed all separate federal income tax returns (and any state and local tax returns filed on the basis similar to that of S corporations under federal income tax rules) of COMPANY or any Acquired Party for all taxable periods that end at or before the Effective Time. Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Combined Financial Statements) shown by such Returns returns to be due. (ii) TCI MARINEMAX shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereofEffective Time. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates 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 any taxing authority and relevant records concerning the ownership and Tax tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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. (i) The Company, if possible, or otherwise the Stockholders shall file or cause provide to be filed all income Tax Returns (federalthe Parent, stateprior to the filing thereof, local or otherwise) drafts of any Acquired Party Tax Return for all taxable periods the Company that end are due on or before prior to the Funding and Consummation DateMerger I Effective Time, and shall discuss with the Parent the contents thereof. The Stockholders shall permit TCI the Parent to review all and comment on each such Return prior to filing. No position shall be taken in any such Tax Return that is inconsistent with the past practice of the Company without the Parent’s written consent. The Company shall make such revisions to such Tax Returns prior to such filings. Unless as are reasonably requested by the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueParent. (ii) TCI The Parent or the Company shall file prepare, or cause to be filed all separate Returns ofprepared, and file, or cause to be filed, all Tax Returns of the Company for Pre-Closing Tax Periods that include, any Acquired Party for all taxable periods ending are filed after the Funding Merger I Effective Time. The Parent shall permit a representative of the Stockholders to review and Consummation Datecomment on each such Tax Return prior to filing. The Stockholder shall pay to the Parent, within fifteen (15) days following any demand by the Parent, with respect to such Tax Return, an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Merger I Effective Time (as determined pursuant to Section 9.04 hereof), except to the extent that such Taxes are both (i) reflected in the reserve for liability with respect to Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Final Closing Balance Sheet (rather than in any notes therein), and shall permit (ii) included in the Stockholders a reasonable opportunity to review all such Returns for periods including calculation of the Funding and Consummation Date prior to the filing thereofMerger Consideration. (iii) Each party hereto shallThe Parent and the Stockholders agree that they intend that, and shall cause its Subsidiaries and Affiliates to, provide to each as a result of the other parties hereto such cooperation Purchase, the taxable year for federal and information as any of them reasonably may request state (in filing any Return, amended Return those states that conform to federal treatment or claim otherwise provide 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 and independent certified public accountants 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. (iv) Each termination of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 taxable year at such time) income tax purposes of the Treasury Regulations promulgated under Company will terminate at the Code, and treat the transaction as a tax-free contribution under Section 351(a) close of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the CodeMerger I Effective Time.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise Seller shall prepare and timely file (including extensions) in proper form with the Stockholders shall file or cause to be filed appropriate Taxing Authority all income Tax Returns (federal, state, local of the Company or otherwise) of any Acquired Party which include or relate to the Company for all taxable periods that end Pre-Closing Tax Periods ending on or before the Funding Closing Date (“Pre-Closing Returns”). Seller shall timely pay or shall cause to be timely paid any and Consummation Date, and shall permit TCI all Taxes due with respect to review all such Tax Returns prior allocable to Seller under Section 5.7(g). Seller and its Affiliates shall have the exclusive authority and obligation to prepare all Pre-Closing Returns. Such authority shall include, but not be limited to, the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company shall be reported or disclosed in such Tax Returns; provided, however, that (i) such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices with respect to such filings. Unless items, unless otherwise required by Law and (ii) Seller shall not file, or cause the Company is a C corporationto file, the Stockholders shall pay or cause to be paid all any amended Tax liabilities (in excess Return of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be duewithout Purchaser’s prior written consent. (ii) TCI Purchaser shall prepare and file in proper form with the appropriate Taxing Authority or shall cause the Company to prepare and file in proper form with the appropriate Taxing Authority, and in each case consistent with past practices, all Tax Returns of or which include the Company for Tax Periods for which Seller is not responsible pursuant to Section 5.7(b)(i) and shall pay or shall cause to be filed paid any and all separate Taxes with respect to such Tax Returns of, or that include, are allocable to Purchaser under Section 5.7(g). If any Acquired Party for all taxable periods ending after portion of the Funding and Consummation DateTaxes due with respect to such Tax Returns is allocable to Seller, and Seller is liable for such Taxes, under Section 5.7(g), Purchaser shall permit provide Seller with written notice of the Stockholders a reasonable opportunity amount as promptly as reasonably practicable (and in any event, to review all such Returns for periods including the Funding and Consummation Date extent reasonably practicable, at least thirty (30) calendar days prior to the filing thereofdate on which the relevant Tax Return is required to be filed by Purchaser or payment of such Taxes is otherwise due) and Seller shall pay such amount to Purchaser as promptly as reasonably practicable (and in any event, to the extent reasonably practicable, no later than five (5) business days before such Taxes are due and payable). For sixty (60) calendar days after Closing, the requirements of the preceding sentence shall be applied in a manner that reasonably and in good faith reflects Purchaser’s ability to assume the administrative responsibilities described in the preceding two sentences. (iii) Each party hereto shallFor purposes of this Agreement, (A) the term “Pre-Closing Tax Period” means a Tax period or portion thereof that ends on or prior to the Closing Date; if a Tax period begins on or prior to the Closing Date and shall cause its Subsidiaries and Affiliates toends after the Closing Date, provide to each then the portion of the other parties hereto such cooperation Tax period that ends on and information as includes the Closing Date shall constitute a Pre-Closing Tax Period; (B) the term “Post-Closing Tax Period” means any of them reasonably may request in filing any Return, amended Return Tax period that begins after the Closing Date; if a Tax period begins on 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 and independent certified public accountants 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 sentenceClosing Date and ends after the Closing Date, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each then the portion of the Company, Newco, TCI Tax period that begins immediately after the Closing Date shall constitute a Post-Closing Tax Period; and each Stockholder shall comply with (C) the term “Straddle Tax reporting requirements of Section 1.351-3 of Period” means any Tax period that begins before the Treasury Regulations promulgated under Closing Date and ends after 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 CodeClosing Date.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all separate Federal income Tax Returns (federal, state, and any state and local or otherwiseTax Returns filed on the basis similar to that of S corporations under Federal income Tax rules) of any Acquired Party Company for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Each Stockholder shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI Parent shall file or cause to be filed all separate Returns of, or that include, any Acquired Party Company for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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. (i) The Company, if possible, or otherwise the Stockholders Stockholder 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 Funding and Consummation Date, and shall permit TCI Pentacon to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Stockholder shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI Pentacon shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 copies, at the expense of the requesting party, 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI Pentacon and each Stockholder shall comply with the Tax 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 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. (i1) The CompanyParent shall include the income of the Company in the Parent’s federal consolidated income Tax Returns for all taxable periods or portions thereof ending on or before the Closing Date, if possible, shall prepare or otherwise cause to be prepared in a manner consistent with past practice (to the Stockholders shall extent such past practices could not in the reasonable judgment of the Parent cause the Parent or any Affiliate thereof to incur any additions to Taxes or penalties) and file or cause to be filed on a timely basis all income (i) Tax Returns (federal, state, local or otherwise) of any Acquired Party the Company for all taxable periods that end ending on or before the Funding Closing Date and Consummation Date(ii) consolidated, and shall permit TCI to review all such unitary, combined or similar Tax Returns prior to such filings. Unless (the “Consolidated Tax Returns”) that include the Company is a C corporationand the Parent or any Affiliate of the Parent; and subject to the Buyer’s indemnity for Taxes pursuant to this Section 9.3, the Stockholders Seller Parties shall pay or shall cause to be paid all Taxes attributable to such Tax liabilities (in excess of returns. The Buyer shall cause the Company to furnish all amounts already paid information reasonably requested by the Seller Parties with respect thereto or properly accrued or reserved with respect thereto on to the Company Financial Statements) shown by preparation of any such Returns to be dueTax returns. (ii2) TCI Except as provided in Section 9.3(a)(1), the Buyer shall prepare or cause to be prepared and file or cause to be filed on a timely basis all separate Income Tax Returns ofwith respect to the Company for taxable periods beginning after the Closing Date and the Buyer shall be responsible for filing all other Tax Returns of or relating to the Company to the extent such Tax Returns are required to be filed on a date after the Closing Date and shall (except as otherwise provided below) pay all Taxes attributable to such Tax Returns. At the Parent’s request and expense, the Buyer shall cooperate in filing one or that includemore amended returns or other requests for, and pursuant to Section 9.3(b) shall promptly pay over to the Parent, any Acquired refund of or credit for any Taxes attributable to the Pre-Closing Tax Period. (3) With respect to any Tax return required to be filed or caused to be filed by the Seller Parties or the Buyer pursuant to Section 9.3(a)(1) or Section 9.3(a)(2) with respect to the Company (such Party the “Filing Party”) and as to which an amount of Tax is allocable to the Party that is not the Filing Party (the “Tax Indemnifying Party”), the Filing Party shall provide the Tax Indemnifying Party and its authorized representatives with a copy of such completed Tax Return or in the case of a Consolidated Tax Return, a pro forma Tax Return for all taxable periods ending after the Funding Company (prepared on a separate company basis) and Consummation Datea statement certifying and setting forth the calculation of the amount of Tax shown on such Tax Return that is allocable to such Tax Indemnifying Party, together with appropriate supporting information and schedules at least fifteen (15) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return or Consolidated Tax Return (as the case may be), and such Tax Indemnifying Party and its authorized representatives shall permit have the Stockholders a reasonable opportunity right to review all and comment on such Returns for periods including Tax Return (as the Funding case may be) and Consummation Date statement prior to the filing thereofof such Tax return. (iii4) Each party hereto shall, and A Tax Indemnifying Party shall cause its Subsidiaries and Affiliates to, provide pay the Filing Party the amount so allocated 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 and independent certified public accountants 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 it pursuant to this Agreement shall bear all costs of filing such Returns. Section 9.3 at least three (iv3) Each Business Days before the due date of the CompanyTax return required to be filed by the Filing Party or within twenty (20) Business Days following an agreement between the Seller Parties and the Buyer that an indemnity amount is payable by the other, Newcoor within fifteen (15) Business Days of (i) an assessment of a Tax by a taxing authority, TCI and each Stockholder shall comply with the Tax reporting requirements of or (ii) a “determination” as defined in Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a1313(a) of the Code subject to gain(or any similar provision of state or local law) has been made. If liability under this Section 9.3 is in respect of costs or expenses other than Taxes, if any, recognized on payment by the receipt Tax Indemnifying Party of cash or any amounts due under this Section 9.3 shall be made within ten (10) days after the date when the Tax Indemnifying Party has been notified by the Filing Party that the Tax Indemnifying Party has a liability for a determinable amount under this Section 9.3 and is provided with calculations and all other property under Section 351(b) of the Codematerials supporting such liability.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders Stockholder 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 Funding and Consummation Date, and shall permit TCI Home to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Stockholder shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI Home shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI Home and each Stockholder shall comply with the Tax 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 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. (ia) 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 the Companies for all periods ending on or prior to the Closing Date that are due after the Closing Date; provided, however, that if Seller fails to prepare any Tax Returns for Taxes for which Buyer Parties are indemnified under this Article VII within thirty (30) days following notice from any Buyer Party that such Tax Return should be prepared, the Buyer Party shall be entitled to prepare (or cause to be prepared) the Tax Returns with respect to such Taxes. Any Tax Returns described in the preceding sentence shall be prepared on a basis consistent with the past practices of the Companies except as otherwise required by Law. The preparing party shall deliver a copy of each such Tax Return to Buyer Parties and Seller at least 30 days prior to the due date (including extensions) for filing such Tax Return, and no such Tax Returns shall be filed without Buyer Parties’ prior written consent (not to be unreasonably withheld). Buyer Parties shall cause the Companies to timely file such Tax Returns and Seller shall pay or reimburse Buyer Parties for all Taxes due with respect to such Tax Returns, such payment or reimbursement to occur at least 5 days prior to the filing of such Tax Returns. (b) With respect to any Tax Return covering a taxable periods that end period beginning on or before the Funding Closing Date and Consummation Dateending after the Closing Date (a “Straddle Period Tax Return”) that is required to be filed after the Closing Date with respect to the Companies, Buyer Parties shall cause such Tax Return to be prepared in a manner consistent with practices followed in prior years, except as otherwise required by Law, shall cause to be included in such Tax Return all items of income, gain, loss, deduction or credit (“Tax Items”) required to be included therein, and at least 30 days prior to the due date (including extensions) of such Tax Return shall furnish a copy of such Tax Return to Seller. Buyer Parties shall permit Seller to review and comment on such Tax Return. Buyer Parties shall cause the Companies or the relevant Company to timely file such Tax Return with the appropriate Taxing Authority, and shall permit TCI be responsible for the payment of all Taxes due with respect to review all the Post-Closing Tax Period covered by such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Return and Seller shall pay or cause to be paid reimburse Buyer Parties for all Tax liabilities (in excess of all amounts already paid Taxes due with respect thereto or properly accrued or reserved with respect thereto on to the Company Financial Statements) shown Pre-Closing Tax Period covered by such Returns Tax Return, such payment or reimbursement to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date occur at least 5 days prior to the filing thereof. (iii) 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 and independent certified public accountants 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. (ivc) Each In the case of any Straddle Period: (i) real, personal and intangible property Taxes (“Property Taxes”) of the Company for the Pre Closing Tax Period shall equal the Property Taxes owed by each entity for such 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) Taxes of the Company, Newcoother than Property Taxes, TCI and each Stockholder for the Pre-Closing Tax Period shall comply with be computed as if the Tax reporting requirements of Section 1.351-3 entire Straddle Period ended as of the Treasury Regulations promulgated under close of business on the CodeClosing Date. (d) If, after the Closing Date, any Buyer Party or any of the Companies receives a refund or utilizes a credit of any Tax attributable to a Pre-Closing Tax Period, such Buyer Party shall pay to Seller within ten Business Days after such receipt an amount equal to such refund received or credit utilized (or so much of such refund or credit as relates to the portion of the taxable period ending on or before Closing Date), together with any interest received or credited thereon; provided, however, that the Seller shall be required to indemnify the Buyer Parties and the Companies for any Taxes subsequently determined to be owing with respect to any such refund or credit. Notwithstanding the foregoing, any such refund or credit shall be for the account of the applicable Buyer Party to the extent that such refund or credit is attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period (or the portion of a Straddle Period that begins on the date after the Closing Date) of items of loss, deductions or other Tax items of any Company (or any of its Affiliates, including Buyer Parties). Any refund or credit of Taxes of any Company for any Post Closing Tax Period shall be for the account of the applicable Buyer Party. Any refund or credit of Taxes of any Company for any Straddle Period shall be equitably apportioned between the Seller on the one hand, and treat the transaction applicable Buyer Party on the other hand (as a tax-free contribution determined in accordance with Section 7.1(d)). Each party shall, or shall cause its Affiliates to, forward to any other party entitled under this Section 351(a7.1(e) to any refund or credit of Taxes any such refund within ten (10) days after such refund is received or reimburse such other party for any such credit within ten (10) days after the Code subject credit is allowed or applied against another Tax liability; provided, however, that any such amounts shall be net of any Tax cost or benefit to gain, if any, recognized on the payor party attributable to the receipt of cash or other property such refund and/or the payment of such amounts to the payee party. The parties shall treat any payments under Section 351(b) of this section as an adjustment to the CodePurchase Price, unless, and then only to the extent, otherwise required by a Final Determination.

Preparation and Filing of Tax Returns. (i) The CompanySellers shall, if possibleat the Sellers’ expense, timely prepare and file, or otherwise the Stockholders shall file or cause to be filed timely prepared and filed, all income Pre-Closing Tax Returns Returns; provided that the Sellers shall provide a copy of such Pre-Closing Tax Return to Investor in a commercially reasonable period of time prior to the due date (federal, state, local or otherwiseincluding applicable extensions) of such Pre-Closing Tax Return, and the Sellers shall consider in good faith any Acquired Party suggested changes; provided, further, that if such Pre-Closing Tax Return would reasonably be expected to have the effect of (a) causing Investor to bear any Taxes due and owing on such Pre-Closing Tax Return (taking into account Section 9.1 hereof and the limitations in Section 9.4 hereof) or (b) materially increasing the Tax liability of Investor for all taxable periods that end on or before any tax period following the Funding and Consummation Closing Date, and the filing of such Pre-Closing Tax Return shall permit TCI be subject to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause Investor’s consent (not to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto unreasonably withheld, conditioned, or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be duedelayed). (ii) TCI The Company shall file timely prepare and file, or shall cause to be filed timely prepared and filed, all separate other Tax Returns of(including any partnership return and applicable K-1s) of the Company and its Subsidiaries consistent with and subject to the applicable provisions of the A&R LLC Agreement addressing the preparation and filing of post-Closing Tax Returns; provided, or however that include, the Company shall provide a copy of any Acquired Party for all taxable periods ending after Straddle Tax Return to the Funding and Consummation Date, and shall permit the Stockholders Sellers a commercially reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date period of time prior to the due date (including applicable extensions) of such Straddle Tax Return, and Investor shall consider in good faith any suggested changes; provided, further, that the filing thereofof such Straddle Tax Return shall be subject to such Sellers’s consent (not to be unreasonably withheld, conditioned, or delayed). (iii) Each party hereto shall, and The Company shall cause its Subsidiaries and Affiliates to, provide to each have in effect an election under Section 754 of the other parties hereto such cooperation and information as Code for the taxable year that includes the Closing Date. Investor shall not make an election under Section 336 or 338 of the Code (or any comparable applicable provision of them reasonably may request in filing any Returnstate, amended Return local 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 non-U.S. Tax Law) with 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 and independent certified public accountants 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 transactions contemplated by this Agreement shall bear all costs of filing such ReturnsAgreement. (iv) Each Following the Closing, the Company and its Subsidiaries shall not (and the Investor shall not cause the Company or any Subsidiaries to): (a) amend any Pre-Closing Tax Return or Straddle Tax Return prepared and filed in accordance with Section 6.12(c)(i) or Section 6.12(c)(ii), or otherwise filed prior to the Closing Date, (b) make or change any Tax election or change any method of accounting that would have retroactive effect to any Pre-Closing Tax Period, or (c) except for Tax Returns prepared and filed in accordance with Section 6.12(c)(i) or Section 6.12(c)(ii), file any original Tax Returns of the CompanyCompany or its Subsidiaries (or otherwise initiate discussions or examinations with a Governmental Entity, Newcoother than pursuant to the VDA Procedures described in Section 6.12(h)) with respect to any Pre-Closing Tax Period, TCI and in each Stockholder shall comply with case, without the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the CodeSellers’ consent (not to be unreasonably withheld, 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 conditioned or other property under Section 351(b) of the Codedelayed).

Preparation and Filing of Tax Returns. (a) Seller shall timely prepare and file or shall cause to be timely prepared and filed: (i) The Companyany combined, if possibleconsolidated, unitary or similar Tax Return that includes the Acquired Company and Seller or any of its Affiliates; (ii) any other Tax Return for any Income Tax of the Acquired Company for any Pre-Closing Tax Period other than a Pre-Closing Tax Period which is included within a Straddle Period; and (iii) any other Tax Returns with respect to the Business which are due prior to the Closing Date (taking into account valid extensions of the time to file). Purchaser shall not (and shall not cause the Acquired Company to) amend or revoke such Tax Returns (or any notification or election relating thereto). (b) Except as permitted by this Agreement or required by applicable Law, Seller shall not take, and shall procure that after the Closing Date none of its Affiliates will take, any action, or otherwise omit to take any action, that could result in any increase or acceleration in the Stockholders shall due date in connection with the Taxes of the Acquired Company. (c) Purchaser shall, except to the extent that such Tax Returns are the responsibility of Seller under Section 14.2(a), timely prepare and file or shall cause to be timely prepared and filed all income Tax Returns with respect to the Acquired Company and the Purchased Assets (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such other than Tax Returns prior of Seller or any of its Subsidiaries excluding the Acquired Company). For any Tax Return of the Acquired Company that relates to such filings. Unless a Pre-Closing Tax Period and that is the Company is a C corporationresponsibility of Purchaser under this Section 14.2(c), the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto Purchaser shall, and shall cause its Subsidiaries and Affiliates to, provide to each prepare such Tax Return in a manner consistent with past practices of the other parties hereto Acquired Company and with respect to the Purchased Assets and in the case of any Income Tax or Property Tax, Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such cooperation and information as any proposed Tax Return (accompanied, in the case of them reasonably may request in filing any a Straddle Period Tax Return, amended by an allocation between the Pre-Closing Tax Period and the Post-Closing Tax Period of the Taxes shown to be due on such Tax Return) at least thirty Business Days prior to the due date (giving effect to any validly obtained extensions) thereof. Purchaser shall reflect in good faith any comments received from Seller within ten Business Days following Seller’s receipt of such Tax Return. Purchaser shall not amend or revoke any Straddle Period Tax Return (or claim any notification or election relating thereto) without Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser shall promptly reimburse Seller for refund, determining a liability for Taxes or a right to refund any overpayment of Taxes or in conducting any audit or other proceeding in with respect to a Pre-Closing Tax Period, including by reason 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation payment of any documents estimated Taxes by Seller or information so providedits Affiliates. Subject For purposes of this Section 14.2(c), Seller shall not be deemed to unreasonably withhold, condition or delay approval or consent if such approval or consent may have the preceding sentence, each party required to file Returns pursuant to effect of increasing Seller’s indemnification liability under this Agreement shall bear all costs of filing such Returnsor otherwise result in a cost, not reimbursed by Purchaser, to Seller or its Affiliates. (ivd) Each The parties shall provide each other with such powers of the Companyattorney or other authorizing documentation as are reasonably necessary to authorize them to execute and file Tax Returns they are responsible for under this Agreement, Newco, TCI file refund and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated equivalent claims for Taxes they are responsible for under the Codethis Agreement, and treat the transaction as a tax-free contribution contest, settle, and resolve any audits and disputes over which they have control 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 Codethis Article XIV.

Preparation and Filing of Tax Returns. (i) The CompanyAt the expense of the Surviving Corporation, 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 tax returns for the Company for all taxable periods that end on or before the Funding Closing Date, but in each case only after furnishing Metals a copy of the return to be filed at least five business days before the filing thereof. All such filings shall be consistent with the Company's filings for the three preceding years except for the Company's current year election to be treated as a dealer in securities pursuant to Internal Revenue Code Section 475. The Stockholders shall control all matters pertaining to income taxes and Consummation Datereturns for periods when the Company was an S corporation for tax purposes, including, without limitation, audits and refund claims, and shall permit TCI to review be solely responsible for any and all income taxes owed, but shall not amend any return without the consent of Metals, which consent shall not be unreasonably withheld. In the event of an audit, Company shall bear the expenses of such Tax Returns prior to such filings. Unless audit, including any appeal within the Company is a C corporationapplicable tax authority, the but Stockholders shall pay or cause to be paid all Tax liabilities (in excess bear the costs of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by any litigation resulting from such Returns to be dueaudit. (ii) TCI Metals shall file or cause to be filed all separate Returns of, or that include, any Acquired Party other tax returns for all taxable periods ending after the Funding Surviving Corporation and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereofCompany. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Returntax returns, amended Return tax returns 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 Returnstax returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party Metals and the Surviving Corporation shall make its their employees and independent certified public accountants reasonably available on a mutually convenient basis at its their cost to provide explanation of any documents or information so provided. Subject to Metals and the preceding sentence, each party required to file Returns pursuant to this Agreement Surviving Corporation shall bear all costs of filing such Returnstax returns. (iv) Each of the Company, Newco, TCI 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. ChoicePoint will prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities and their assets or activities that (a) are required to be filed on or before the date hereof or (b) are required to be filed after the date hereof and (i) The Companyare Consolidated Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, if possibleuse, transfer or otherwise similar Taxes attributable to the Stockholders distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all income other Tax Returns required of LabOne and its subsidiaries and Affiliates (federalincluding the Xxxxxx Entities), state, local or otherwise) in respect of any Acquired Party for all taxable their assets or activities. Any such Tax Returns that include periods that end ending on or before the Funding and Consummation Datedate hereof or that include the activities of any of the Xxxxxx Entities prior to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and shall permit TCI will, insofar as they relate to review all the Xxxxxx Entities, be on a basis consistent with the last previous such Tax Returns prior filed in respect of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such filingsTax Return, whether or not previously paid. Unless None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of the Company Xxxxxx Entities with respect to which LabOne is a C corporation, the Stockholders shall pay not obligated to prepare or cause to be paid all prepared the original such Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 and independent certified public accountants 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 Section 10.1 without the prior written consent of filing such ReturnsChoicePoint. (iv) Each of the Company, Newco, TCI 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. (ia) The CompanyAfter the Closing, if possiblethe Stockholder shall prepare at his sole cost and expense, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (short-year federal, state, county, local or otherwise) and foreign tax returns required by law for the period beginning with the first day of any Acquired Party for all taxable periods that end on or before the Funding Company's fiscal year in which the Closing Date occurs and Consummation ending with the Closing Date, . Each such return shall be prepared in a financially responsible and conservative manner and shall permit TCI be delivered to review RW together with all necessary supporting schedules within 90 days following the Closing Date for its approval (but such Tax Returns prior approval shall not relieve the Stockholder of his responsibility for the taxes assessed under these returns). The Stockholder shall be responsible for the filing when due and the payment of all income taxes shown to be due or that may come to be due on such filingsreturns. Unless The Stockholder shall be entitled to receive all refunds shown on said returns and any such refunds received by the Company is a C corporation, or RW shall be remitted to the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueStockholder. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiib) Each party hereto shallwill, and shall will 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 This cooperation and information shall include providing copies of all relevant portions of the relevant Returns, together with relevant such accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax basis bases of property, property as are relevant which such a party may possesspossesses. Each party shall will make its employees and independent certified public accountants employees, if any, reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file prepare Returns pursuant to this Agreement shall bear all costs attributable to the preparation and filing of filing such those Returns. (ivc) Each of the Company, Newco, TCI and each Stockholder shall comply RW will join with the Tax reporting requirements of Section 1.351-3 of Stockholder and the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution Company in making an election under Section 351(a338(h)(10) of the Code subject (and any corresponding elections under state, local, or foreign tax law) (collectively, a "Section 338(h)(10) Election") with respect to gain, if any, recognized on the receipt of cash or other property under Section 351(b) purchase and sale of the Code.Shares hereunder. The Stockholder will pay the income taxes attributable to the making of the Section 338(h)(10)

Preparation and Filing of Tax Returns. (ia) 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 required to be filed by or on behalf of the Company or any of its Subsidiaries with respect to a Pre-Closing Tax Period, including the consolidated Federal Income Tax Return for the short taxable year that ends on the Closing Date. Seller shall timely pay, or cause to be timely paid, to the relevant Taxing Authority any Taxes due with respect to such Tax Returns; provided, however, that, with respect to such Tax Returns, Buyer shall indemnify Seller for the amount of any Buyer Assumed Taxes. Any Tax Return for a Pre-Closing Tax Period prepared by Seller and required to be filed by Buyer, the Company or a Subsidiary after the Closing shall be furnished by Seller to Buyer, the Company, or the appropriate Subsidiary, as the case may be, for signature and filing at least thirty (federal30) days prior to the due date for filing such Tax Return, and Buyer, the Company or the applicable Subsidiary, as the case may be, shall promptly sign and timely file any such Tax Return; provided, however, that neither Buyer, nor the Company or any Subsidiary shall be required to file any material Tax Return (i) that was not prepared, subject to Section 9.2(e), on a basis consistent with past practice to the extent applicable (any such objection, a “Past Practice Objection”), or (ii) if Buyer reasonably determines that the likelihood of each material position reflected on such Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable state, local or otherwisenon-U.S. law to avoid the imposition of penalties (any such objection, a “Penalty Objection” and such standard, the “Applicable Tax Return Review Standard”). In the event Buyer timely notifies Seller in writing of an objection with respect to a Tax Return for a Pre-Closing Tax Period, the parties shall negotiate in good faith to resolve the disputed items within the following ten (10) days; provided, further, however, that, in the case of any Acquired Party Tax Return with respect to any Pre-Closing Tax Period beginning after the date hereof, Seller shall make any revisions to such Tax Return that are reasonably requested by Buyer in writing to the extent such revisions relate solely to Buyer Assumed Taxes. In the case of any Past Practice Objections, if the parties are unable to resolve all disputed items within such 10-day period, Seller and Buyer shall jointly appoint KPMG (or, in the case KPMG does not accept such appointment, Deloitte & Touche, or in the case Deloitte & Touche does not accept such appointment, such other independent accounting firm as the parties shall, acting in good faith, mutually agree upon) (the “Accounting Expert”) to resolve all disputed issues as promptly as possible; provided, however, that, if the Accounting Expert is unable to make a determination with respect to any disputed issue within three (3) days prior to the due date (including extensions) for the filing of the applicable Tax Return, then Buyer shall cause such Tax Return to be filed as prepared by Seller (after such Tax Return has been revised to reflect all issues resolved by the parties as of the filing date under this Section 9.2(a)); provided, further, however, that the Accounting Expert shall make a determination, after the filing of such Tax Return, with respect to any remaining disputed issues relating to Past Practice Objections, and the amount of Taxes for which Seller is responsible shall be as determined by the Accounting Expert. The fees and expenses of the Accounting Expert shall be shared equally between Seller and Buyer. In the case of any Penalty Objection, after ten (10) days of good faith negotiation, Seller shall (y) retain a nationally recognized law or accounting firm to deliver an opinion, in form and substance reasonably satisfactory to Buyer, at least five (5) days prior to the due date (including extensions) for the filing of the applicable Tax Return, to the effect that Seller’s position satisfies the Applicable Tax Return Review Standard, provided, that, upon receipt of such opinion, Buyer shall cause the Company or its Subsidiary, as applicable, to timely file the relevant Tax Return, or (z) revise such Tax Return in a manner that is reasonably satisfactory to Buyer, which shall then cause the Company or its Subsidiary, as applicable, to timely file the relevant Tax Return. The fees and expenses of any law or accounting firm that delivers an opinion with respect to a Penalty Objection shall be shared equally between Seller and Buyer. The parties acknowledge and agree that signing and filing a Tax Return in accordance with this subsection shall not be considered an acknowledgement that such Tax Return was prepared in accordance with past practice. At Seller’s reasonable request and at Seller’s sole expense, Buyer shall file amended Tax Returns for taxable periods that end on or before the Funding Closing Date to claim any refunds to which Seller is entitled pursuant to Section 9.2(c), except to the extent that Buyer determines that the filing of any such amended Tax Return would reasonably be expected to have an adverse effect on Buyer, any of its Affiliates, the Company or any of its Subsidiaries in a Post-Closing Tax Period that is material. (b) Buyer shall prepare and Consummation Datefile, or cause to be prepared and filed, all Tax Returns required to be filed by the Company or any of its Subsidiaries with respect to a Straddle Tax Period and shall permit TCI pay all Taxes due with respect to review such Tax Returns; provided, however, that, with respect to such Tax Returns, (A) Seller shall indemnify Buyer for any amount for which Seller is responsible pursuant to Section 9.6 and (B) Buyer will reimburse Seller for any overpayment of Taxes (determined in accordance with Section 9.8) by reason of Seller’s payment of any estimated Taxes. Buyer shall furnish all such Tax Returns that are material to Seller for its consent (which consent shall not be unreasonably delayed or withheld) at least twenty-five (25) days prior to the due date (including extensions) for filing such filingsTax Returns. Unless In the event Seller timely notifies Buyer in writing of a Past Practice Objection with respect to a Straddle Tax Return, the parties shall negotiate in good faith to resolve the disputed items within the following ten (10) days. If the parties are unable to resolve all disputed items within such 10- day period, Seller and Buyer shall jointly request the Accounting Expert to resolve all disputed issues as promptly as possible; provided, however, that, if the Accounting Expert is unable to make a determination with respect to any disputed issue within three (3) days prior to the due date (including extensions) for the filing of the applicable Tax Return, then Buyer shall cause such Tax Return to be filed as prepared (after such Tax Return has been revised to reflect all issues resolved by the parties as of the filing date under this Section 9.2(b)); provided, further, however, that the Accounting Expert shall make a determination, after the filing of such Tax Return, with respect to any remaining disputed issues relating to Past Practice Objections, and the amount of Taxes for which Seller and Buyer, respectively, are responsible shall be as determined by the Accounting Expert. The fees and expenses of the Accounting Expert shall be shared equally between Seller and Buyer. Buyer shall not file any amended Tax Returns with respect to any Straddle Tax Period of the Company is a C corporation, the Stockholders or any Subsidiary without Seller’s prior written consent (which consent shall pay or cause to not be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueunreasonably withheld). (iic) TCI shall file or cause to be filed all separate Returns ofExcept as otherwise provided in the following sentence, any refunds actually received, or applied against a Tax liability for any taxable period, by Buyer or any of its Affiliates of Taxes of the Company or the Subsidiaries for any Pre-Closing Tax Period (other than refunds with respect to Buyer Assumed Taxes) shall be for the account of Seller. Provided that includeBuyer has satisfied Section 9.2(f) below, Buyer shall be entitled to any Acquired Party refund of Taxes of the Company or any of its Subsidiaries (including any combined, consolidated, unitary or affiliated group of which the Company or any Subsidiary is or has been a member) that is attributable to the carryback of any Tax attribute arising in a Post-Closing Tax Period. Any refunds of Taxes of the Company or any of its Subsidiaries for all any taxable periods ending period beginning after the Funding Closing Date shall be for the account of Buyer. Any refunds of Taxes of the Company or any of its Subsidiaries for any Straddle Tax Period and Consummation Dateany refunds of Taxes for any Stub Tax Period shall be equitably apportioned between Seller and Buyer, such that any such refund of Excluded Taxes is apportioned to Seller and shall permit any other such refund is apportioned to Buyer, in accordance with the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding principles set forth in Section 9.8(b) and Consummation Date prior to the filing thereof. (iii) c). Each party hereto shallshall forward, and shall cause its Subsidiaries and Affiliates toto forward, 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 and independent certified public accountants 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 entitled pursuant to this Agreement shall bear all Section 9.2(c) to a refund of Taxes, the amount of such refund within ten (10) days after such refund is received or applied against another Tax liability, as the case may be, in each case net of any costs of filing to the party receiving such Returnsrefund. (ivd) Each Except where the Company or any Subsidiary is required by Applicable Law to carry back a Tax asset arising in a Post-Closing Tax Period to a Pre-Closing Tax Period, Buyer shall not file any amended Tax Return with respect to the Company or any of its Subsidiaries for a Pre-Closing Tax Period. (e) Except to the Company, Newco, TCI extent otherwise required due to a change in Applicable Law and each Stockholder shall comply except with respect to 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(aitems set forth in Schedule 4.1(m) of the Code subject Seller Disclosure Schedule, each Tax Return with respect to gaina Pre-Closing Tax Period or a Straddle Tax Period shall be prepared by Buyer or Seller, if anyas applicable, recognized on in a manner consistent with past practice. (f) Buyer shall cause the receipt of cash or other property under Section 351(b) Company and each Subsidiary to elect, where permitted by Applicable Law, to carry forward any Tax asset arising in a Post-Closing Tax Period that would, absent such election, be carried back to a Pre-Closing Tax Period of the CodeCompany or any Subsidiary (or any consolidated, combined, unitary or affiliated group of which the Company or any Subsidiary is or was a member).

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY and NEWBURY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Notwithstanding the foregoing, the STOCKHOLDERS and NEWBURY STOCKHOLDERS shall permit TCI file or cause to review be filed all such separate federal income Tax Returns prior to such filingsof any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Unless the Company is a C corporation, the Stockholders The STOCKHOLDERS and NEWBURY STOCKHOLDERS shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI PARENT shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each the 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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 the party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the CompanyCOMPANY, NewcoNEWBURY, TCI PARENT, NEWBURY STOCKHOLDERS and each Stockholder the STOCKHOLDERS 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) 351 of the Code.

Preparation and Filing of Tax Returns. (ia) The CompanySeller shall prepare, if possiblewith respect to the Purchased Assets, and shall cause Pier 1 Bank to prepare or otherwise cause to be prepared, in a manner consistent with past practice (but only to the Stockholders extent such past practices shall not, in the reasonable judgment of Seller, cause Seller or Pier 1 Bank to incur any penalties or additional Taxes) and file or cause to be filed on a timely basis all income (i) Tax Returns (federal, state, local with respect to the Purchased Assets and the Business and Pier 1 Bank for taxable years or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding Closing Date and Consummation Date(ii) consolidated, and shall permit TCI to review all such unitary, combined or similar Tax Returns prior to (the “Consolidated Tax Returns”) that include Pier 1 Bank and Seller or any of their Affiliates no matter when such filings. Unless the Company is a C corporationtaxable years end. (b) Except as provided in Section 7.2(a) hereof, the Stockholders Purchaser shall pay prepare or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall prepared and file or cause to be filed (at the expense of Purchaser) on a timely basis all separate other Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior with respect to the filing thereof. (iii) Each party hereto shallBusiness, and shall cause its Subsidiaries and Affiliates toPier 1 Bank, provide the Purchased Assets and, subject 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 Seller’s indemnity for Taxes or a right to refund of as provided in Section 7.1(a) hereof, pay all 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 reported as due on such Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (ivc) Each With respect to any Tax Return required to be filed or caused to be filed by Seller or the Purchaser pursuant to Sections 7.2(a) and (b) hereof with respect to Pier 1 Bank (such party, the “Filing Party”) and as to which an amount of Tax is allocable to the party that is not Purchase and Sale Agreement — Page 33 the Filing Party (the “Tax Indemnifying Party”) pursuant to Section 7.1(a) or (b) hereof, the Filing Party shall provide the Tax Indemnifying Party and its authorized representatives with a copy of such completed Tax Return or in the case of a Consolidated Tax Return, a pro forma Tax Return for Pier 1 Bank (prepared on a separate company basis) and a statement certifying and setting forth the calculation of the Companyamount of Tax shown on such Tax Return that is allocable to such Tax Indemnifying Party, Newcotogether with appropriate supporting information and schedules at least thirty (30) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return or Consolidated Tax Return, TCI and each Stockholder shall comply with as the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Codecase may be, and treat such tax Indemnifying Party and its authorized representatives shall have the transaction as a tax-free contribution under Section 351(a) of the Code subject right to gain, if any, recognized review and comment on the receipt of cash or other property under Section 351(b) of the Codesuch Tax Return and statement.

Preparation and Filing of Tax Returns. (i) The CompanySeller, if possibleat Seller’s expense, shall prepare or otherwise the Stockholders shall cause to be prepared, and file or cause to be filed filed, all income Tax Returns (federal, state, local or otherwise) of any Acquired Party Subsidiary or any Affiliated Group for all taxable Taxable periods of any Acquired Subsidiary that end on or before prior to the Funding Closing Date and Consummation Date, and shall permit TCI Purchaser will provide Seller with appropriate authorizations to review all file such returns. All such Tax Returns shall be prepared on a basis that is consistent with the manner in which Seller prepared or filed such Tax Returns for prior periods, except to the extent that Seller shall have received Purchaser’s prior written consent which shall not be unreasonably withheld. Seller shall be responsible for paying amounts due with respect to such filingsreturns, except to the extent accrued in Closing Working Capital. Unless the Company is a C corporationPurchaser, the Stockholders at Purchaser’s expense, shall pay or cause be responsible for preparing and filing all Tax Returns required to be paid all filed by or on behalf of any Acquired Subsidiary for Taxable periods ending after the Closing Date including Straddle Period Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueReturns. (ii) TCI shall file or cause With respect to any Tax Return required to be filed all separate Returns of, or that include, by Purchaser pursuant to subparagraph (i) above for a Straddle Period of any Acquired Party for Subsidiary, Purchaser shall provide Seller with copies of such completed Tax Return along with copies of all taxable periods ending after workpapers setting forth the Funding and Consummation Date, and shall permit amount of Tax shown on such Tax Return that is allocable to Seller (the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date “Statement”) at least 30 business days prior to the due date for the filing thereof. (iii) Each party hereto shallof such Tax Return provided that with respect to foreign Tax Returns, an accounting firm acceptable to both the Seller and Purchaser shall cause its Subsidiaries review such returns and Affiliates to, provide to each prepare the Statement. Not later than 29 business days after receiving the copy of the other parties hereto such cooperation return and information as any of them reasonably may request in filing any Returnworkpapers, amended Return or claim for refund, determining a liability for Taxes or a right Seller shall pay 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject Purchaser an amount equal to the preceding sentence, each party required amount of the Taxes shown on the Statement that are allocable to file Returns Seller pursuant to this Agreement shall bear all costs of filing such ReturnsSection 9.2. (iv) Each of the Company, Newco, TCI 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. (i) 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 Funding and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiia) Each party hereto shall, and shall cause its Subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Returnreturn, amended Return 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 at no cost to the requesting party of all relevant portions of relevant Returnsreturns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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 returns pursuant to this Agreement shall bear all costs of filing such Returnsreturns. (ivb) Each of the Company, Newco, TCI PalEx and each Stockholder the Stockholders shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and shall treat the transaction exchange of Company Common Stock for PalEx Common Stock as a tax-free contribution an exchange under Section 351(a351 of the Code unless otherwise required by law. The parties have independently determined and hereby agree that such exchange is an exchange as described under Section 351 of the Code and specifically that: (i) Neither the Company nor PalEx is an investment company as defined in Section 351(e) of the Code subject to gainor Section 1.351-1(c)(1)(i) of the Treasury Regulations. (ii) The fair market value of the assets of the Company exceeds the sum of its liabilities, plus the amount of liabilities, if any, recognized on to which the receipt assets are subject. (iii) The Company is not under jurisdiction of cash a court in a Title 11 or other property under similar case within the meaning of Section 351(b368(a)(3)(A) of the Code. (iv) The fair market value of the PalEx Common Stock and other consideration, if any, received by the Stockholders, will be approximately equal to the fair market value of the Company Stock surrendered in the Merger. (v) There is no intercorporate indebtedness existing between PalEx and the Company that was issued, acquired, or will be settled at a discount. (vi) None of the compensation received by any Stockholder-employee of the Company after the Merger will be separate consideration for, or allocable to, any of their securities of the Company. None of the shares of PalEx Common Stock received by the Stockholders in the Merger will be separate consideration for, or allocable to, any employment agreement; and the compensation paid to the Stockholders in their capacity as employees including, but not limited to, amounts paid pursuant to the employment agreements between the Company and the Stockholders and incentive compensation in the form of stock options, will be for services actually rendered and will be commensurate with amounts paid to third parties bargaining at arm's-length for similar services. (vii) The proposed Merger is effected through the laws of the United States, a State thereof or the District of Columbia. (viii) The proposed Merger is being undertaken for reasons germane to the business of the Company.

Preparation and Filing of Tax Returns. (i) 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 Funding and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiia) Each party hereto shall, and shall cause its Subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Returnreturn, amended Return 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 at no cost to the requesting party of all relevant portions of relevant Returnsreturns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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 returns pursuant to this Agreement shall bear all costs of filing such Returnsreturns. (ivb) Each of the Company, Newco, TCI PalEx and each Stockholder the Stockholders shall comply with the Tax tax reporting requirements of Section 1.3511.368-3 of the Treasury Regulations promulgated under the Code, and shall treat the transaction as a tax-free contribution reorganization under Section 351(a368(a) of the Code subject to gain, if any, recognized on unless otherwise required by law. The parties have independently determined and hereby agree that the receipt of cash or other property transaction constitutes a tax-free reorganization under Section 351(b368(a) of the Code and specifically that: (i) Neither the Company nor PalEx is an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code. (ii) The fair market value of the assets of the Company exceeds the sum of its liabilities, plus the amount of liabilities, if any, to which the assets are subject. (iii) The Company is not under jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (iv) The fair market value of the PalEx Common Stock and other consideration received by the Stockholders, will be approximately equal to the fair market value of the Company Stock surrendered in the Merger. (v) There is no intercorporate indebtedness existing between PalEx and the Company that was issued, acquired, or will be settled at a discount. (vi) None of the compensation received by any Stockholder-employee of the Company after the Merger will be separate consideration for, or allocable to, any of their securities of the Company. None of the shares of PalEx Common Stock received by the Stockholders in the Merger will be separate consideration for, or allocable to, any employment agreement; and the compensation paid to the Stockholders in their capacity as employees including, but not limited to, amounts paid pursuant to the employment agreements between the Company and the Stockholders and incentive compensation in the form of stock options, will be for services actually rendered and will be commensurate with amounts paid to third parties bargaining at arm's-length for similar services. (vii) The proposed Merger is effected through the laws of the United States, a State thereof or the District of Columbia. (viii) The proposed Merger is being undertaken for reasons germane to the business of the Company.

Preparation and Filing of Tax Returns. (ia) The CompanyFollowing the Closing and prior to the relevant due date (after taking into account any extensions thereto), if possible, or otherwise the Stockholders Sellers’ Representative shall file prepare (or cause to be filed all prepared) any income Tax Return (including Schedule K-1 or similar schedule under state law) for United States federal Taxes and each other jurisdiction (i) in which the Company is required to file income Tax Returns and (federal, state, local ii) (x) under the Laws of which the taxable year of the Company is required or otherwisepermitted to be closed as of the Closing Date as a result of the transactions contemplated by this Agreement (the “Short Period Returns”) of any Acquired Party for all or (y) which relate to taxable periods that end on or prior to the Closing Date. Each Short Period Return shall cover the Taxable period commencing on the day after the last day covered by a prior Tax Return filed by the Company prior to the Closing, or a prior Tax Return to be filed by the Company as prepared by the Sellers’ Representative pursuant to this Section 7.9(a) (other than a Short Period Return), with respect to such Tax and ending on the Closing Date and the relevant Taxes and Tax Liability relating to Short Period Returns shall be determined from the books and records of the Company at the close of business on the Closing Date; provided, however, that, to the extent permitted by applicable Law, (a) extraordinary transactions (other than the payment of any payment specified in Schedule 3.28, including any such payment triggered in whole or in part as a result of the consummation of any such transaction (“Specified Closing Payments”)) occurring on the Closing Date and after the Closing shall be allocated to the Taxable period that is deemed to begin at the beginning of the day following the Closing Date and (b) Taxes and other items, exemptions, allowances, and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period commencing after the Closing Date in proportion to the number of days in each such period. To the extent allowed by applicable law, the Specified Closing Payments shall be allocated to Taxable periods prior to the Closing and Seller shall be entitled to apply, to the extent usable, all related Tax deductions and other Tax benefits related to the Specified Closing Payments against Taxable income in respect of Taxable periods prior to the Closing. (b) Buyer shall have the right to review each Short Period Return. To facilitate this right, Sellers’ Representative shall deliver a complete copy of each Short Period Return as soon as practicable following completion of its preparation. Buyer must, within ten (10) Business Days of receipt of the applicable Short Period Return, deliver to Sellers' Representative a notice of objection specifying in reasonable detail any objections it may have to such Short Period Return, provided Buyer may object to such Short Period Return only if Buyer determined in good faith that the treatment of one or more items on such Short Period Return does not have sufficient legal or factual support to avoid the imposition of penalties, fines or similar amounts. If Buyer does not timely deliver such a notice of objection, Buyer and the Company shall be deemed to have accepted and approved the Short Period Return and to have waived any objections to the Short Period Return. If Buyer properly delivers a notice of objection to the Short Period Return, then Buyer and Sellers’ Representative shall resolve such dispute in accordance with the dispute resolution mechanism set forth in Section 2.4(c). (c) Upon the final determination of any Short Period Return (by the failure of Buyer to properly deliver a notice of objection, by written agreement of Buyer and Sellers’ Representative and/or by determination of the Determining Party), (i) Buyer shall cause the Company Group to (A) deliver to each Seller a Schedule K-1 (or equivalent under state law) for the Short Period Return, if any, and (B) file the Short Period Return, and (ii) Sellers shall pay when due in accordance with their respective Pro Rata Percentages all amounts shown as due on the Short Period Return. If any adjustment to a Short Period Return would have increased the Tax Gross-Up Amount calculated at the time of the adjustment, Buyer shall pay such increase to Sellers in accordance with their respective Pro Rata Percentages within ten (10) days after Sellers file the applicable Short Period Return. If any adjustment to a Short Period Return would have decreased the Tax Gross-Up Amount calculated at the time of the adjustment, Sellers shall pay in accordance with their respective Pro Rata Percentages such decrease to Buyer within ten (10) days after Sellers file the applicable Short Period Return. (d) Without prior written notice to Sellers’ Representative, Buyer will not cause any member of the Company Group to (i) amend any Tax Return relating to any Tax period (or portion thereof) ending on or prior to the Closing Date, or (ii) carryback any item to a Tax period ending on or before the Funding Closing Date. At Sellers’ Representative's cost and Consummation expense, Buyer shall cause any member of the Company Group to amend any Tax Returns for periods ending on or before the Closing Date (“Amended Tax Returns”), if (i) Sellers’ Representative provides written notification to Buyer of the desire to file an Amended Tax Return as soon as practicable before the anticipated filing date and in any event not less than a reasonable amount of time before such date, (ii) Sellers’ Representative shall submit any Amended Tax Return to Buyer for its review and filing in a form suitable for immediate filing by the Company Group together with all schedules, supplemental forms and other attachments required for such Tax Returns, and (iii) such Tax Return is signed by a Certified Public Accountant selected by Sellers’ Representative, and approved by Buyer (such consent not to be unreasonably withheld, conditioned or delayed), with reasonable care as a paid preparer. Any Tax refunds that are received by Buyer or any member of the Company Group, and any amounts credited against any Tax of Buyer or the Company Group, in each case, that do not relate to deductions or credits arising with respect to amounts economically borne by Buyer, to which Buyer or a member of the Company Group become entitled that relate to any Tax period of a member of the Company Group (or portion thereof) ending on or prior to the Closing Date, and shall permit TCI to review all such Tax Returns prior to such filingswill be for the account of Sellers. Unless the Company is a C corporationBuyer will pay, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess paid, over to Sellers any such refunds or amounts of all amounts already paid with respect thereto any such credit, net of reasonable fees or properly accrued expenses incurred by Buyer or reserved with respect thereto on the Company Financial Statementsor any member of the Company Group in obtaining such refund or credit, within five (5) shown by Business Days after receipt or entitlement thereto. Notwithstanding anything else in this Section 7.9(d) to the contrary, Buyer shall not be obligated to pay any refund or other amount under this Section 7.9(d) to the extent that any such Returns refund or other amounts are the result of the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in a taxable period (or portion thereof) beginning after the Closing Date. To the extent a refund or credit against Taxes that gave rise to be duea payment hereunder is subsequently disallowed or otherwise reduced, Sellers shall pay to Buyer the amount of such disallowed or reduced refund or credit against Taxes. (iie) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending No later than ninety (90) days after the Funding Closing Date, Buyer and Consummation DateSellers shall sign and date IRS Form 8023 or a signature schedule attached thereto, shall provide their taxpayer identification numbers, shall sign any corresponding state or local forms required in connection with a Section 338(h)(10) Election, and shall permit provide any other information required by Form 8023 and any corresponding state or local form. All such forms to be signed shall be prepared by Buyer and shall be in form reasonably acceptable to Sellers. Buyer shall retain and promptly file the Stockholders executed IRS Form 8023 and corresponding state and local forms and shall provide to Sellers’ Representative a reasonable opportunity to review all copy of each such Returns for periods including the Funding and Consummation Date prior form. Notwithstanding anything to the filing thereof. contrary in this Agreement, Buyer shall indemnify Sellers for any reasonable out of pocket expenses incurred by Sellers or Sellers’ Representative after the Closing Date in connection with (iiii) Each party hereto shalltheir preparation of any forms, schedules or similar documentation required pursuant to Section 2.5, Section 2.6 or this Section 7.9(e), and shall cause its Subsidiaries and Affiliates to(ii) any other matter, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request inquiry, claim, dispute, controversy, litigation or similar event in filing any Returnconnection with a Section 338(h)(10) Election, 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of including 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.338(h)(10)

Preparation and Filing of Tax Returns. (i) 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 Funding and Consummation Date, and shall permit TCI INCOM 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 Company Financial Statements) shown by such Returns to be due. [The preceding sentence will be modified for Beta to insert the word "federal" before the words "Tax Liabilities" due to the peculiarities of the Washington D.C. tax system with respect to S corporations.] (ii) TCI INCOM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Unless required by applicable law, regulations or government proceedings, INCOM 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 Consummation Date. (iv) Each party hereto shall, and shall cause its Subsidiaries 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (ivv) Each of the Company, Newco, TCI INCOM and each Stockholder shall comply with the Tax 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. (i) The CompanySellers will have the right, if possibleat their cost and expense, or otherwise to prepare all Income Tax Returns of the Stockholders shall file or cause Company Members (including all IRS Forms 1065 and corresponding Schedules K-1 of Company and any Subsidiary of Company treated as a partnership for U.S. federal Income Tax purposes) for all Pre-Closing Tax Periods that are required to be filed all income Tax Returns after the Closing Date (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Dateincluding extensions), and shall permit TCI Buyer will prepare any such Tax Return that the Sellers do not elect to review all prepare. All such Tax Returns prior to such filings. Unless will be prepared in a manner consistent with past practice of the applicable Company is a C corporationMember, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown except as otherwise required by such Returns to be dueapplicable Law. (ii) TCI shall file or cause Buyer will have the right, at its cost and expense, to prepare all Income Tax Returns of the Company Members (including all IRS Forms 1065 and corresponding Schedules K-1 of Company and any Subsidiary of Company treated as a partnership for U.S. federal Income Tax purposes) for any Straddle Periods that are required to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding Closing Date (including extensions). All such Tax Returns will be prepared in a manner consistent with past practice of the applicable Company Member, except as otherwise required by applicable Law; provided, however, that (i) in connection with the preparation of the IRS Form 1065 (or any analogous state or local Tax Return) of Company for a Straddle Period, the Parties agree that the interim closing of the books methodology with calendar day convention under Treasury Regulations Section 1.706-4 will be selected and Consummation Date(ii) to the maximum extent permitted by applicable Law determined on a “more likely than not” basis, all items of loss or deduction resulting from or attributable to the payment or satisfaction of Closing Company Indebtedness and shall permit the Stockholders a reasonable opportunity to review all such Transaction Expenses (collectively, “Transaction Tax Deductions”) will be reported on Tax Returns for periods including Pre-Closing Tax Periods or, in the Funding and Consummation Date prior to case of any Transaction Tax Deductions reported on any Tax Return for a Straddle Period, such deductions will be treated as arising in the filing thereofportion of such Straddle Period ending on the Closing Date. (iii) Each party hereto shallTaxes other than Income Taxes for a Straddle Period of a Company Member shall be allocated to the pre-Closing and post-Closing portions of such Straddle Period based on a daily proration of such Taxes for the entire Straddle Period. For purposes of this Section 6.6(c)(iii), and shall cause its Subsidiaries and Affiliates to, provide to each the Sellers’ allocable share 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 Tax incurred during a Straddle Period shall equal the Tax liability for Taxes or the entire Straddle Period multiplied by a right to refund fraction, the numerator of Taxes or which is the number of days in conducting any audit or other proceeding the pre-closing portion of the Straddle Period ending on the Closing Date and the denominator is the number of days 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 and independent certified public accountants 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 Returnsentire Straddle Period. (iv) Each The Party that prepares a Tax Return pursuant to this Section 6.6(c) will provide a draft of such Tax Return to the Company, Newco, TCI other Party not less than 30 days prior to the due date (including extensions) for such Tax Return and each Stockholder shall comply with such Tax Return will be revised to reflect any reasonable comments provided in writing by such other Party to the preparing Party not less than 15 days after receiving such draft 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 CodeReturn.

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Notwithstanding the foregoing, and the STOCKHOLDERS shall permit TCI file or cause to review be filed all such separate federal income Tax Returns prior to such filingsof any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due. (ii) TCI CSI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the CompanyCOMPANY, NewcoNEWCO, TCI CSI and each Stockholder STOCKHOLDER shall comply with the Tax 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. (i) Seller shall prepare or cause to be prepared on a timely basis all Tax Returns that are required to be filed by the Company and each Company Subsidiary for any taxable period ending on or before the Closing Date that are due after the Closing Date (collectively, the “Pre-Closing Tax Returns”). The CompanyPre-Closing Tax Returns shall be prepared in a manner consistent with the past practice of the Company and each Company Subsidiary in preparing and filing its Tax Returns unless otherwise required by Law. Seller shall deliver each Pre-Closing Tax Return to Purchaser for review and comment at least thirty (30) calendar days prior to the due date (including valid extensions) for the filing of such Pre-Closing Tax Return (except in the case where such 30-calendar day period is not practical, in which case as soon as practical). Within fifteen (15) calendar days of receiving a draft of such Pre-Closing Tax Return (except in the case where such 15-calendar day period is not practical, in which case as soon as practical) Purchaser shall provide its reasonable written comments to Seller, and if possiblePurchaser does not deliver such written comments to Seller within such 15-calendar day period, Purchaser shall (A) be deemed to accept such Pre-Closing Tax Return in the form delivered by Seller; and (B) file or otherwise cause to be filed such Pre-Closing Tax Return in the Stockholders form delivered by Seller prior to the due date (including valid extensions) for the filing of such Pre-Closing Tax Return. In the event Purchaser does deliver written comments to Seller within the prescribed 15-day calendar period, (Y) Purchaser and Seller shall attempt to resolve any dispute relating to the preparation of such Pre-Closing Tax Return through good faith negotiation subject to the dispute resolution procedures of Section 7.4(e); and (Z) Purchaser shall file or cause to be filed on a timely basis all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Pre-Closing Tax Returns prior to such filingstheir due date (including valid extensions) in the form agreed upon by Purchaser or Seller or, if applicable, subsequent to the resolution of the dispute resolution procedures of Section 7.4(e). Unless In no event shall the Company is a C corporation, the Stockholders shall pay or cause failure of Purchaser and Seller to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto agree on the Company Financial Statementsform of a Pre-Closing Tax Return prevent Purchaser from timely filing any Pre-Closing Tax Return (including any applicable extensions); provided, however, that in the event that the Independent Accountants have not yet resolved any such Tax Dispute prior to the deadline for filing such Pre-Closing Tax Return (including any applicable extensions), Purchaser shall be entitled to file such Pre-Closing Tax Return (or amendment) shown as prepared by Seller as adjusted to incorporate Purchaser’s reasonable written comments subject to amendment to reflect the resolution when rendered by the Independent Accountants. Purchaser shall provide Seller with a copy of any Pre-Closing Tax Return filed under this Section 7.4(b)(i) not later than ten (10) calendar days after such Returns to be duePre-Closing Tax Return is filed. (ii) TCI Purchaser shall prepare or cause to be prepared and file or cause to be filed on a timely basis all separate Tax Returns of, or that include, any Acquired Party for all taxable periods ending are required to be filed by the Company and each Company Subsidiary after the Funding and Consummation Closing Date, other than the Pre-Closing Tax Returns prepared by Seller pursuant to Section 7.4(b)(i), including, without limitation, the Straddle Period Returns. The Straddle Period Returns shall be prepared by Purchaser in a manner consistent with the past practice of the Company and each Company Subsidiary in preparing and filing its Tax Returns unless otherwise required by Law. Purchaser shall permit the Stockholders a reasonable opportunity deliver each Straddle Period Return to Seller for review all such Returns for periods including the Funding and Consummation Date comment at least thirty (30) calendar days prior to the due date (including valid extensions) for the filing thereofof such Straddle Period Return (except in the case where such 30-calendar day period is not practical, in which case as soon as practical). Within fifteen (15) calendar days of receiving a draft of such Straddle Period Return (except in the case where such 15-calendar day period is not practical, in which case as soon as practical) Seller shall provide its reasonable written comments to Purchaser, and if Seller does not deliver such written comments to Purchaser within such 15-calendar day period, Seller shall be deemed to accept such Straddle Period Return in the form delivered by Purchaser. Purchaser and Seller shall attempt to resolve any dispute relating to the preparation of any Straddle Period Return through good faith negotiation subject to the dispute resolution procedures of Section 7.4(e). In no event shall the provision of comments by Seller prevent Purchaser from timely filing any Straddle Period Return (including any applicable extensions); provided, however, that in the event that the Independent Accountants have not yet resolved any such Tax Dispute prior to the deadline for filing such Straddle Period Return (including any applicable extensions), Purchaser shall be entitled to file such Straddle Period Return (or amendment) as prepared by Purchaser subject to amendment to reflect the resolution when rendered by the Independent Accountants. Purchaser shall provide Seller with a copy of any Straddle Period Return filed under this Section 7.4(b)(ii) not later than ten (10) calendar days after such Straddle Period Return is filed. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide No later than three (3) Business Days prior to each the due date of the other parties hereto such cooperation and information as any filing of them reasonably may request in filing any Return, amended each Pre-Closing Tax Return or claim for refundStraddle Period Return (including any applicable extensions) Seller shall pay, determining a liability for Taxes or a right cause to refund be paid, to Purchaser (y) the amount of Taxes or shown as due on each Pre-Closing Tax Return; and (z) the amount of Taxes shown as due on each Straddle Period Return that are allocable to a Pre-Closing Straddle Period as determined in conducting any audit or other proceeding in respect accordance with the provisions of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant ReturnsSection 7.4(b)(iv) provided, together with relevant accompanying schedules and relevant work papershowever, relevant documents relating that (A) if a Pre-Closing Tax Return remains subject to rulings or other determinations resolution pursuant to Section 7.4(b)(i), the amount to be paid 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost Seller to provide explanation of any documents or information so provided. Subject Purchaser no later than three (3) Business Days prior to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs due date of filing such ReturnsPre-Closing Tax Return shall only be the amount of Taxes that would be owed by Seller if such Pre-Closing Tax Return was filed as initially prepared by Seller; or (B) if a Straddle Period Return is subject to resolution pursuant to Section 7.4(b)(ii), the amount to be paid by Seller to Purchaser no later than three (3) Business Days prior to the due date of filing such Straddle Period Return shall only be the amount of Taxes that would be owed by Seller if Seller’s reasonable comments were timely delivered and incorporated into such Straddle Period Return, in each case subject to Seller’s responsibility to pay Purchaser any remaining Taxes within five (5) Business Days of resolution by the Independent Accountants if such resolution serves to increase the amount of Taxes previously paid by Seller to Purchaser with respect to such Pre-Closing Tax Return or Straddle Period Return. Notwithstanding the foregoing sentence, Seller shall not be required to pay Purchaser for any Taxes shown as due on a Pre-Closing Tax Return or a Straddle Period Return to the extent the amount of such Taxes were taken into account in the adjustment to the Purchase Price provided by Section 3.6 of this Agreement. (iv) Each In the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits, obligations shall be allocated to the Pre-Closing Straddle Period or the Post-Closing Straddle Period, as applicable, by assuming that the Pre-Closing Straddle Period and the Post-Closing Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Company, Newco, TCI Closing Date and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 other which began at the beginning of the Treasury Regulations promulgated under day following the CodeClosing Date and items of income, gain, deduction, loss or credit shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as deductions for depreciation, shall be allocated to the Pre-Closing Straddle Period and Post-Closing Straddle Period in the manner described in the immediately following sentence. In the case of any other Taxes, obligations shall be allocated to the Pre-Closing Straddle Period and the Post-Closing Straddle Period based upon a fraction, the numerator of which is the number of calendar days in the period ending on the close of the Closing Date, in the case of an allocation to a Pre-Closing Straddle Period, or the number of calendar days in the period beginning the day following the Closing Date and ending on the last day of the period, in the case of an allocation to a Post-Closing Straddle Period, and treat in each case the transaction as a tax-free contribution under Section 351(a) denominator of which is the Code subject to gain, if any, recognized on number of calendar days in the receipt of cash or other property under Section 351(b) of the Codeentire period.

Preparation and Filing of Tax Returns. 7.2.1. With respect to any Tax which is based on federal income, any Tax election relating thereto, and with respect to any Tax accounting method, for any Pre-Closing Period, Sellers, without the consent of Buyer, shall be entitled to file any amended Tax Return with respect to any Tax which Sellers deem appropriate, as determined in Sellers’ sole discretion, provided that no filing may change the status of any HPL Companies as disregarded entities for federal income tax purposes. For all other Taxes, either Buyer or Sellers, as appropriate, shall be entitled to file an amended Tax Return provided that: (i) The CompanyBuyer may not amend a Tax Return in such a manner that would cause Sellers to have any indemnification obligations under Section 7.1.1 hereof, if possibleand further provided that no filing may change the status of any HPL Companies as disregarded entities for federal income tax purposes for any Pre-Closing Period, and (ii) Sellers may not amend any Tax Return for a Tax not based on income without the consent of Buyer which consent shall not be unreasonably withheld. To the extent not made for previous tax years, Sellers agree to make a timely and valid 754 election for MidTexas Pipeline Company for the period ending December 31, 2004. Sellers shall prepare or otherwise the Stockholders shall cause to be prepared and file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for the HPL Companies for all taxable periods that end on or before the Funding and Consummation DatePre-Closing Periods, and shall permit TCI pay all Taxes due with respect to review all such Tax Returns prior except to the extent that the liability for such filingsTaxes is included as a liability in the computation of Net Working Capital. 7.2.2. Unless the Company is a C corporation, the Stockholders shall pay or cause Buyer and Sellers agree to provide such assistance as may reasonably be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown requested by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, other party in connection with the preparation of any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 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 Returnsexamination by any taxing authority, together with relevant accompanying schedules and relevant work papers, relevant documents or any judicial or administrative proceedings relating to rulings liability for Taxes, and any deadline imposed by this Agreement on Buyer or Sellers in connection with the preparation of any Tax Return, any audit or other determinations examination by Taxing authorities and relevant records concerning the ownership and Tax basis of propertyany taxing authority, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost or any judicial or administrative proceedings relating to provide explanation liability for Taxes will be extended as appropriate in light of any documents party’s failure to promptly make such assistance available, and each will retain and provide the requesting party with any records or information so providedwhich may be relevant to such return, audit or examination, proceedings or determination. Subject to the preceding sentence, each party required to file Returns Any information obtained pursuant to this Agreement shall bear all costs Section 7.2.2 or pursuant to any other Section hereof providing for the sharing of filing such Returns. (iv) Each information relating to or review of the Company, Newco, TCI and each Stockholder shall comply with the any 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 Return or other property under schedule relating to Taxes shall be kept confidential hereto in accordance with Section 351(b) of the Code8.2.

Preparation and Filing of Tax Returns. Pfizer shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that (iA) The Company, if possible, are required to be filed (taking into account extensions) on or otherwise before the Stockholders Closing Date; or (B) are required to be filed (taking into account extensions) after the Closing Date and (1) are Consolidated Tax Returns of Pfizer and its Affiliates; (2) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (3) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all income other Tax Returns (federalrequired of the Conveyed Companies, state, local or otherwise) in respect of any Acquired Party for all taxable their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Business. Any such Tax Returns that include periods that end ending on or before the Funding and Consummation Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, and shall permit TCI to review all be prepared on a basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes that there is no reasonable basis for such position. With respect to any Tax Return required to be filed by Purchaser for a taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), Purchaser shall deliver to Pfizer, at least 15 Business Days prior to the due date for the filing of such filingsTax Return (taking into account extensions), a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 8.04(g)(i) and (iii) and a copy of such Tax Return. Unless Pfizer shall have the Company right to review such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of such Tax Return and statement and mutually to consent to the filing of such Tax Return as promptly as possible. Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is a C corporation, the Stockholders shall pay not obligated to prepare or cause to be paid all prepared the original such Tax liabilities (in excess Returns pursuant to this Section 8.04(a)(i) without the prior written consent of all amounts already paid Pfizer. Neither Purchaser nor any of its Affiliates may make an election under Section 338(g) of the Code with respect thereto to its purchase or properly accrued deemed purchase of any of the Conveyed Companies. If Pfizer determines that any of the Conveyed Companies is entitled to file or reserved make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file a period for which it is obligated to prepare or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after prepared the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all original such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 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 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 and independent certified public accountants 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 Section 8.04(a)(i), Pfizer shall bear all costs be entitled, at its own expense, to file or make such claim or file an amended Tax Return on behalf of filing such ReturnsConveyed Company and will be entitled to control the prosecution of such refund claims provided that any such claims are prosecuted in good faith. (iv) Each of the Company, Newco, TCI 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. (i) The Company, if possible, or otherwise the Stockholders Seller Parent shall file prepare or cause to be filed prepared all income (A) Tax Returns that include Seller Parent or any of its Affiliates (federalother than any Conveyed Subsidiary or any Subsidiary thereof), stateon the one hand, local and any Conveyed Subsidiary or otherwiseSubsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) for any Pre-Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Acquired Party Pre-Closing Separate Tax Return that is required to be filed after the Closing (taking into account any applicable extensions), Seller Parent shall deliver to Purchaser for all taxable periods that end on or before its review and comment, at least thirty (30) days, in the Funding and Consummation Datecase of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall permit TCI have the right to review all such Pre-Closing Separate Tax Returns Return and any such additional information prior to the filing of such filingsPre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Unless the Company is a C corporationPurchaser shall timely file (taking into account any applicable extensions), the Stockholders shall pay or cause to be paid all timely filed, such Pre-Closing Separate Tax liabilities Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in excess the case of all amounts already paid with respect thereto Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions). Seller Parent shall timely file, or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns cause to be duetimely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement. (ii) TCI Other than Tax Returns for which Seller Parent is responsible pursuant to Section 6.5(a)(i) and any Tax Returns described in Section 6.5(g)(iii), Purchaser shall file prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Conveyed Subsidiaries and their Subsidiaries (taking into account any applicable extensions). Any such Tax Return required to be filed all separate Returns ofby Purchaser for a Tax period that includes (but does not end on) the Closing Date (any such Tax period, a “Straddle Period,” and any such Tax Return, a “Straddle Period Tax Return,”) and any Tax Return (or relevant portion thereof) of Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries after the Closing) that includes or reflects (or is required to include or reflect) Seller Indemnified Taxes for which Seller Parent would reasonably be expected to be liable pursuant to this Agreement (any such Tax Return, or relevant portion thereof, or any Straddle Period Tax Return, a “Seller Indemnifiable Tax Return”) shall, where applicable, be prepared (1) in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that includethere is not at least a “more likely than not” basis for a position under applicable Law or such position would reasonably be expected to result in Purchaser or its Subsidiaries being liable for any material Taxes that are not Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement and (2) in accordance with the terms of this Agreement. With respect to any Seller Indemnifiable Tax Return, any Acquired Party Purchaser shall deliver to Seller Parent for all taxable periods ending after its review, comment and approval, at least thirty (30) days, in the Funding and Consummation Datecase of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Seller Indemnifiable Tax Return (taking into account any applicable extensions), a statement setting forth the amount of Tax for which Seller Parent is responsible pursuant to Section 6.5(d)(i) and a copy of such Seller Indemnifiable Tax Return, together with any additional information that Seller Parent may reasonably request. Seller Parent shall permit have the Stockholders a reasonable opportunity right to review all such Returns for periods including the Funding Seller Indemnifiable Tax Return, statement and Consummation Date any additional information prior to the filing thereofof such Seller Indemnifiable Tax Return, and Purchaser shall reflect on such Seller Indemnifiable Tax Return, as filed, any reasonable comments submitted by Seller Parent at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Seller Indemnifiable Tax Return (taking into account any applicable extensions) to the extent any such comments would not be reasonably expected to result in Purchaser or its Subsidiaries being liable for any material Taxes that are not Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement. Seller Parent shall, at least three (3) days before any Tax Return that Purchaser is obligated to file under Section 6.5(a)(ii) is due, pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes. (iii) Each party hereto shall, and shall cause Neither Purchaser nor any of its Affiliates (including the Conveyed Subsidiaries and Affiliates totheir Subsidiaries after the Closing) shall amend or revoke any Pre-Closing Separate Tax Return or Straddle Period Tax Return, provide or agree to each any waiver or extension of the other parties hereto such cooperation and information as any statute of them reasonably may request in filing any Returnlimitations, 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 Taxes with respect to any Conveyed Subsidiary (or any Subsidiary thereof) for a Pre-Closing Tax Period, without the prior written consent of Seller Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Upon Seller Parent’s reasonable request, at the sole cost and expense of Seller Parent, Purchaser shall file, or cause to be filed, any amended Pre-Closing Separate Tax Return in the form and substance reasonably requested by Seller Parent and in a manner consistent with the past practices of the applicable Conveyed Subsidiary or its Subsidiary (other determinations by Taxing authorities and relevant records concerning than as required as a result of the ownership and Tax basis of propertySeller Internal Restructurings), which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject except to the preceding sentenceextent that there is not at least a “more likely than not” basis for a position under applicable Law, each party provided that Purchaser shall not be required to file Returns any such amended Tax Return to the extent it would reasonably be expected to result in Purchaser or its Subsidiaries being liable for any material Taxes that are not Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement shall bear all costs of filing such Returnsor otherwise result in commercial consequences that materially and adversely affect Purchaser. (iv) Each Notwithstanding anything herein to the contrary, this Section 6.5(a) shall not apply to any Tax Returns in respect of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Transfer Taxes described in Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under 6.5(j) or any VAT described in 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 Code6.5(k).

Preparation and Filing of Tax Returns. (a) The Parent shall include the income of the Company, AISI and any Subsidiary of the Company formed under the laws of the United States or any State thereof for all periods through the Closing Date (including any deferred amounts triggered into income under Section 1.1502-13 or Section 1.1502-14 of the Treasury regulations and any excess loss account taken into income under Section 1.1502-19 of the Treasury regulations) on the consolidated federal income Tax Returns of the Seller Group. The Parent shall pay any federal income Taxes attributable to such income. Each Acquired Party shall make payments to the Parent under its respective Tax allocation agreement, if any, in accordance with the terms of such agreement and Past Custom and Practice, (i) only for current Taxes (excluding, without limitation, any Tax arising in respect of the merger of the Company into the Surviving Corporation) and (ii) after the Closing Date, in an amount not exceeding the applicable Tax Reserve. The CompanyCompany and AISI will furnish Tax information to the Parent for inclusion in the consolidated federal income Tax Return of the Seller Group for the period that includes the Closing Date in accordance with Past Custom and Practice. The Parent will allow the Surviving Corporation an opportunity to review and comment upon such Tax Returns (including any amended Returns) to the extent that they relate to any Acquired Party. The principles of this Section 7.01(a) shall apply to any state or local income Tax for which any Acquired Party files a combined, if possibleconsolidated, unitary or otherwise the Stockholders similar Tax Return with any Seller Party. (b) The Parent shall file or cause to be filed all income separate Tax Returns (federal, state, local or otherwise) of any each Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders The Parent shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Tax Returns to be due. (iic) TCI The Surviving Corporation shall file or cause to be filed all separate Tax Returns of, or that include, any of each Acquired Party for all taxable periods ending after the Funding and Consummation Closing Date. (d) If any Acquired Party is permitted but not required under any applicable state income tax laws to treat the Closing Date as the last day of a taxable period beginning before the Closing Date, and ending on the Closing Date (the "State Income Tax Stub Period"), ---------------------------- then the Surviving Corporation and the Parent shall permit treat the Stockholders Closing Date as the last day of such period and compute State Taxable Income with respect to such jurisdiction in a reasonable opportunity manner consistent with Section 7.03(a) hereto. (e) With respect to review all any Tax Return of any Acquired Party for a taxable period that begins on or before and ends after the Closing Date (a "Straddle -------- Period Return"), the Surviving Corporation shall deliver a copy of such Returns for periods including Tax ------------- Return to the Funding and Consummation Date Parent at least 45 calendar days prior to the filing due date therefor (giving effect to any extension thereof), accompanied by an allocation between the Pre-Closing Period and the Post-Closing Period of any Taxes shown to be due on such Tax Return. Such Tax Return and allocation shall be final and binding on the Parent, unless, within 20 calendar days after the date of receipt by the Parent of such Tax Return and allocation, the Parent delivers to the Surviving Corporation a written request for changes to such Tax Return or allocation. In such event, the Parent and the Surviving Corporation shall attempt to resolve in good faith and by mutual agreement the items in dispute fifteen (15) days after the delivery of such written request to the Surviving Corporation. Failing agreement on all items in dispute within such 15-day resolution period, the Surviving Corporation and the Parent shall submit such items in dispute for resolution to the Independent Accounting Firm. The Independent Accounting Firm shall be instructed to resolve such disputed items, based solely on written presentations by the Surviving Corporation and the Parent and not by independent review, and to deliver a written report to the parties hereto upon such disputed items. The Surviving Corporation shall adopt and incorporate in said returns changes requested by the Independent Accounting Firm in such written report, if any. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of a dispute pursuant to this Section 7.01(e) shall be borne equally by the Surviving Corporation and the Parent. (iiif) Each party hereto shallIn the case of each Straddle Period Return, and shall cause its Subsidiaries and Affiliates tonot later than (x) five Business Days before the due date (including any extension thereof) for payment of Taxes with respect to such Tax Return or (y) in the event of a dispute, provide to each five Business Days after the resolution thereof either by mutual agreement of the other parties hereto or by a determination of the Independent Accounting Firm, the Parent shall pay to the Surviving Corporation the portion of the Taxes set forth on such cooperation and information as Tax Return that are allocable to the Pre-Closing Period that has not been previously paid by the Parent to the Surviving Corporation or to the appropriate Taxing Authority, after giving effect to any agreement of them reasonably may request in filing the parties or any Returndetermination by the Independent Accounting Firm, amended Return or claim for refund, determining a liability for Taxes or a right net of any payments made prior to refund of Taxes or in conducting any audit or other proceeding the Closing Date in respect of such Taxes. Such cooperation , whether as estimated Taxes or otherwise, 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation net 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 Returnsapplicable Tax Reserve. (iv) Each of the Company, Newco, TCI 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. The Sellers shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns for the Company and its Subsidiaries that are required to be filed (taking into account extensions) on or before the Closing Date, and the Sellers shall procure the payment of all Taxes due with such Tax Returns. Any Tax Returns required to be filed by the Sellers pursuant to the immediately prior sentence shall be prepared on a basis consistent with the last previous such Tax Returns. The Buyers shall prepare and timely file or shall cause to be prepared and timely filed all other Tax Returns for the Company and its Subsidiaries (excluding any Tax Returns required to be prepared by the Sellers pursuant to Section 7.6(f)). Tax Returns required to be filed by the Buyers for a period that ends on or before the Closing Date shall, insofar as they relate to the Company and its Subsidiaries prior to the Closing Date, be prepared on a basis consistent with the last previous such Tax Returns filed, unless the Buyers conclude that there is no reasonable basis for such position. Tax Returns required to be filed by the Buyers for a Straddle Period shall, insofar as they relate to the Company and its Subsidiaries prior to the Closing Date, be prepared on a basis consistent with the last previous such Tax Returns filed, unless the Buyers conclude that an alternative position is more likely than not the correct position. The Buyers shall (i) The cause an election to be made to reduce U.S. Corp’s basis in the stock of the U.S. Diagnostic Entity described in Section 6.1 of the Disclosure Letter to its fair market value pursuant to Section 362(e)(2)(C) of the Code, and shall cause such an election to be filed with the relevant Tax Return for the year in which the Closing occurs, (ii) not elect to file consolidated returns for an affiliated group that includes U.S. Corp for the tax year ending on the Closing Date, and (iii) elect to not terminate the Dutch fiscal unity between the Company, Systagenix Wound Management Mid Co B.V. and Systagenix Wound Management IP Co B.V. as a result of the merger of Systagenix Wound Management Mid Co B.V. with and into Systagenix Wound Management BV as described in Section 6.1 of the Disclosure Letter. In the case of any Tax Return required to be filed by the Buyers for the Company and its Subsidiaries with respect to Taxes for which the Sellers are required to pay pursuant to this Agreement, the Buyers shall deliver to the Sellers, at least 15 Business Days prior to the due date for the filing of such Tax Return (taking into account extensions) or if possiblethe information necessary to prepare such Tax Return is not available 15 Business Days before the due date, then promptly after such information becomes available, a statement setting forth and requesting payment for the amount of Tax for which the Sellers are responsible and a copy of such Tax Return. Any Taxes required to be paid by the Sellers pursuant to this Agreement with respect to Tax Returns for the Company and its Subsidiaries that are required to be filed after the Closing Date shall be paid by the Sellers within 10 days of the due date for such Taxes, or otherwise no later than the Stockholders date such Tax Return is filed if such Tax Return is filed earlier than the applicable due date and the Sellers had a reasonable period to review such Tax Return. For the avoidance of doubt, the Sellers’ obligation to pay their share of Taxes pursuant to this Section 7.6(a) is not subject to the limitations on indemnification set forth in Section 10.5(a) and (b). Solely in the case of any Tax Return which the Buyers are responsible for preparing under this Section 7.6(a) with respect to a Tax for which the Sellers have an indemnification obligation pursuant to this Agreement, the Sellers shall have the right to review such Tax Return and statement prior to the filing of such Tax Return, and the Sellers and the Buyers agree to consult and resolve in good faith and as promptly as possible any issue arising as a result of the Sellers’ review of such Tax Return and statement. Neither party may file any amended Tax Returns for any Tax period for the Company and its Subsidiaries with respect to which the other party is obligated to 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 prepared the Funding and Consummation Date, and shall permit TCI to review all original such Tax Returns pursuant to this Section 7.6(a) without the prior written consent of the other party. Notwithstanding any provision of this Agreement, the Buyers may not make an election under Section 338(g) of the Code with respect to such filings. Unless its purchase or deemed purchase of the Company or any of its Subsidiaries without the Sellers’ written consent. If the Sellers determine that any of the Company and their Subsidiaries is entitled to file or make a C corporation, the Stockholders shall pay formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be paid all prepared the original such Tax Return pursuant to this Section 7.6(a) and with respect to Taxes for which the Sellers have agreed with the Buyers that Sellers have an indemnification obligation pursuant to this Agreement, the Sellers shall be entitled to file or make such claim or amended Tax Return on behalf of such entity and will be entitled to control the prosecution of such refund claims; provided, that the Sellers shall not take any action that would result in any incremental increases in Tax liabilities (or decreases in excess Tax assets and benefits of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each their direct and indirect equityholders as reasonably determined by the Buyers other than with the written consent of the other parties hereto such cooperation and information as any of them reasonably may request in filing any ReturnBuyers which consent shall not 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 and independent certified public accountants 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 Returnsconditioned. (iv) Each of the Company, Newco, TCI 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. (i) The CompanyAt the expense of the Surviving Corporation, 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 tax returns for the Company for all taxable periods that end on or before the Funding Closing Date, but in each case only after furnishing Metals a copy of the return to be filed at least five business days before the filing thereof. All such filings shall be consistent with the Company's filings for the three preceding years except for the Company's current year election to be treated as a dealer in securities pursuant to Internal Revenue Code Section 475. The Stockholders shall control all matters pertaining to income taxes and Consummation Datereturns for periods when the Company was an S corporation for tax purposes, including, without limitation, audits and refund claims, and shall permit TCI to review be solely responsible for any and all income taxes owed, but shall not amend any return without the consent of Metals, which consent shall not be unreasonably withheld. In the event of an audit, Company shall bear the expenses of such Tax Returns prior to such filings. Unless audit, including any appeal within the Company is a C corporationapplicable tax authority, the but Stockholders shall pay or cause to be paid all Tax liabilities (in excess bear the costs of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by any litigation resulting from such Returns to be dueaudit. (ii) TCI Metals shall file or cause to be filed all separate Returns of, or that include, any Acquired Party other tax returns for all taxable periods ending after the Funding Surviving Corporation and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereofCompany. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Returntax returns, amended Return tax returns or claim for refund, determining a liability for ADKITW\058095\007004 HOUSTON\790371.3 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 Returnstax returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party Metals and the Surviving Corporation shall make its their employees and independent certified public accountants reasonably available on a mutually convenient basis at its their cost to provide explanation of any documents or information so provided. Subject to Metals and the preceding sentence, each party required to file Returns pursuant to this Agreement Surviving Corporation shall bear all costs of filing such Returnstax returns. (iv) Each of the Company, Newco, TCI 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. (ia) The Purchaser shall not prepare or file any combined, consolidated or unitary Tax Return that includes Parent or any of its Affiliates (even if such Tax Return also includes any Purchased Company, if possible, or otherwise the Stockholders shall ). (b) Purchaser will timely prepare and file or will cause to be timely prepared and filed (giving effect to any validly obtained extensions) any and all income Tax Indemnified Returns with respect to each relevant Purchased Company. Purchaser will deliver any such Indemnified Returns to Parent for its review, comment, and approval (federalwhich approval will not be unreasonably withheld, conditioned or delayed), including all reasonably necessary work papers at least 90 days prior to the due date (giving effect to any validly obtained extensions) thereof. Except as otherwise required by applicable Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Datenon-U.S. applicable Law), Purchaser will, and shall permit TCI to review will cause its Affiliates to, prepare all such Tax Indemnified Returns prior to such filings. Unless in a manner consistent with past practices of the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueapplicable Purchased Company. (c) From and after Closing, unless required by applicable Law, Purchaser and its Affiliates will not, and will cause the Purchased Companies not to, (i) make, revoke or otherwise modify any Tax elections with retroactive effect to the Pre-Closing Tax Period, or (ii) TCI shall file amend, revoke or cause to be filed all separate Returns of, or that include, otherwise modify any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 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 Returnsa Pre-Closing Tax Period without Parent’s prior written consent (such consent not to be unreasonably withheld, together with relevant accompanying schedules and relevant work papers, relevant documents conditioned or delayed) to the extent that such actions would affect any Indemnified Tax Liabilities or Tax Liabilities 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 and independent certified public accountants 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 ReturnsPre-Closing Restructuring. (iv) Each of the Company, Newco, TCI 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. (i) The Company, if possible, Sellers Representative shall prepare or otherwise the Stockholders shall cause to be prepared and timely file or cause to be filed all Tax Returns for the Company that relate to (1) the Company’s Internal Revenue Service Form 1120S or (2) the Company’s state and local income Tax Returns (federal, state, that allocate the Company’s income or other Tax items of the Company to Sellers under state or local or otherwise) of any Acquired Party income Tax Law that conforms to Code Section 1366 for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Pre-Closing Tax Periods (each a “Seller Tax Return”). All Seller Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Company) except as required by Law. Sellers Representative shall deliver all Seller Tax Returns to Buyer as soon as practical after the preparation of such Seller Tax Return for its review and comment, but not less than thirty (30) days prior to the date on which such filingsSeller Tax Returns are due to be filed (taking into account any applicable extensions). Unless The Sellers Representative shall consider any such comments of the Buyer in good faith to the extent such comments could reasonably be expected to impact the Buyer or the Company is for a C corporation, taxable period beginning after the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueClosing Date. (ii) TCI Following the Closing, Buyer shall file timely prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed all separate Returns ofby the Company that are not Seller Tax Returns, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding Straddle Period Returns. With respect to any such Tax Return for a Pre-Closing Tax Period and Consummation Date any Straddle Period Returns, at least three (3) days prior to the filing due date thereof (taking into account any valid extensions thereof. ) Selling Members shall pay Buyer an amount equal to the Taxes owed by Selling Members as determined under Section 8.2(c) (iii) Each party hereto shallunless such Taxes were reflected as liabilities in the calculation of Final Working Capital Adjustment). Except with respect to Straddle Period Returns, and Buyer shall cause its Subsidiaries and Affiliates to, provide to each Sellers Representative with copies of the other parties hereto Tax Returns Buyer is responsible for preparing under this Section 8.2(b)(ii) for Sellers Representative’s review and approval at least thirty (30) days prior to the applicable filing due date (taking into account any valid extensions thereof). Following receipt thereof, the Sellers Representative shall have a period of ten (10) days to provide Buyer with a statement of any disputed items with respect to the Tax Returns listed in this paragraph. In the event Sellers Representative and Buyer are unable to reach agreement with respect to any disputed items within a period of five (5) days after Buyer’s receipt of such cooperation statement, all such disputed items shall be submitted to the Accounting Arbitrator for final resolution prior to the applicable filing due date in accordance with Section 8.2(h). Buyer shall deliver all Straddle Period Returns to Sellers Representative as soon as practicable after the preparation of such Straddle Period Return for its review and information as any of them reasonably may request in filing any Returncomment, amended Return or claim for refund, determining a liability for Taxes or a right but not less than thirty (30) days prior 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, date on which such party may possessStraddle Period Returns are due to be filed (taking into account any applicable extensions). Each party Buyer shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of consider 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. (iv) Each comments of the Company, Newco, TCI 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 CodeSellers Representative in good faith.

Preparation and Filing of Tax Returns. (ia) The CompanySeller 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 past practice (except as required by applicable Law or a Final Determi- nation), all income Tax Returns required to be filed by or with respect to any IPC Company (federali) in the case of Income Tax Returns, statefor any taxable period that ends on or prior to the Closing Date, local or otherwiseand (ii) in the case of any Acquired Party for all taxable periods Non-Income Tax Returns, that end have not yet been filed and are due (taking into account extensions properly obtained) on or before the Funding and Consummation Closing Date, and in all cases Seller shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay remit or cause to be paid all remitted any Taxes due in respect of such Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Returns. Dynegy shall allow Purchaser to review any Non-Income Tax Returns relating to any IPC Company Financial Statements) shown by such Returns required to be duefiled on or before the Closing Date at IPC’s offices in Decatur, Illi- nois, during normal business hours prior to filing such Tax Returns. (iib) TCI Purchaser shall file timely prepare, or cause to be filed prepared, on a basis consistent with past practice (except as required by applicable Law or a Final Determination), all separate Income Tax Returns ofwith respect to any IPC Company for any Straddle Period. Purchaser shall pre- sent such Income Tax Returns to Seller for review at least 30 days before the date on which such Income Tax Returns are required to be filed. Unless Seller objects in writing at least five days before the date on which such Income Tax Returns are due (the sole basis for which shall be Purchaser’s failure to prepare such Income Tax Returns on a basis consistent with past practice), Purchaser shall file, or cause to be filed, such Income Tax Returns. Pur- chaser shall remit or cause to be remitted any Income Taxes due in respect of such Income Tax Returns, provided that includeSeller shall pay Purchaser, no later than three days prior to the date such Income Taxes are due, an amount equal to the amount of such Income Taxes that are attributable to the Pre-Closing Tax Period. In the case of any Acquired Party Straddle Period all Income Taxes shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period on a closing of the books basis. (c) Purchaser shall timely prepare and file, or cause to be timely prepared and filed, all Tax Returns required to be filed by or with respect to any IPC Company (i) in the case of Income Tax Returns, for all any taxable periods ending period that begins after the Funding and Consummation Closing Date, and (ii) in the case of Non-Income Tax Returns, that have not yet been filed and are due (taking into ac- count extensions properly obtained) after the Closing Date. Purchaser shall permit the Stockholders prepare any Non-Income Tax Returns described in clause (ii) for any Pre-Closing Tax Period consistent with past practice (except as required by applicable Law or a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shallFinal Determination), and in all cases Purchaser shall remit or cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as be remitted 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 due in respect of Taxessuch Tax Re- turns. Such cooperation and information Purchaser shall include providing copies of all relevant portions of relevant Returnsallow Dynegy to review any Non-Income Tax Returns described in clause (ii) for any Pre-Closing Tax Period at Purchaser’s offices in Decatur, together with relevant accompanying schedules and relevant work papersIllinois, relevant documents relating during normal business hours prior 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 and independent certified public accountants 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 Tax Returns. (ivd) Each Without the written consent of the CompanyDynegy (which consent shall not be unreasonably withheld), Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the CodePurchaser will not, and treat the transaction as a taxwill cause its Affiliates not to, file any amended Income Tax Returns, carry-free contribution under Section 351(a) of the Code subject to gainback claim, if any, recognized on the receipt of cash or other property under Section 351(b) of adjustment relating to Income Taxes or take any other action with respect to Income Taxes relating to any IPC Company for, or to, any tax- able period that ends on or before the CodeClosing Date, in each case except as required by a Fi- nal Determination.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders Seller shall file or cause to be filed prepared and timely filed, taking into account all income valid extensions of time to file (A) all Tax Returns (federalthat are required to be filed by or with respect to the Companies on an affiliated, stateconsolidated, local combined or otherwise) unitary basis with Seller or with at least one Affiliate of any Acquired Party Seller that is not one of the Companies for all taxable periods that end beginning on or before the Funding and Consummation Closing Date, and shall permit TCI (B) all Tax Returns of the Companies (or Tax Returns in which the Companies are required to review be included) that are due to be filed (taking into account extensions) on or before the Closing Date. Seller represents, warrants and covenants that (1) all such Tax Returns prior to such filings. Unless the Company is a C corporationshall be prepared consistent with past practices and shall be true, the Stockholders accurate and complete in all material respects, and (2) it shall pay or cause to be paid all Tax liabilities (in excess to the appropriate Taxing Authority on a timely basis the full amount of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns Taxes required to be dueshown on such Tax Returns. Seller shall provide Purchaser a copy of each such Tax Return or portion thereof related to the Companies, as filed. (ii) TCI Except as provided in Section 10.2(c)(i), Purchaser shall cause to be prepared and timely filed (taking into account extensions) (A) all Tax Returns of the Companies that are due to be filed (taking into account extensions) after the Closing Date and (B) all Tax Returns of the Companies for any Straddle Period. Purchaser represents, warrants and covenants that (1) all such Tax Returns shall be prepared consistent with past practices and shall be true, accurate and complete in all material respects, and (2) it shall pay or cause to be paid to the appropriate Taxing Authority on a timely basis the full amount of Taxes required to be shown on such Tax Returns. Purchaser shall provide to Seller a copy of such Tax Return at least 30 days prior to the due date thereof for Seller’s review and approval, which approval shall not be unreasonably withheld. Seller shall provide Purchaser its comments within 20 days of the receipt of such Tax Returns. Seller shall remit to Purchaser no later than 3 days prior to the filing of any such Tax Return the portion of the Taxes shown on such Tax Return for which Seller is liable under this Agreement. (iii) Seller shall have the right to file (or cause to be filed or require Purchaser to file or cause to be filed all separate Returns of, or that include, filed) any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior amended Tax Return with respect to the filing thereof. Companies to the extent that such amended Tax Return is (iiii) 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 Taxesany taxable period or portion thereof ending on or before the Closing Date and (ii) does not have an adverse effect on the Companies or Purchaser for any taxable period or portion thereof beginning after the Closing Date. Such cooperation and information shall include providing copies Purchaser may only file amended Tax Returns in respect of all relevant portions any taxable period or portion thereof ending on or before the Closing Date, following receipt 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’s written approval, which such party may possess. Each party approval shall make its employees and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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. (ia) The CompanyExcept as may be required by Law, if possibleno amended Tax Return shall be filed, and no change in any Tax accounting method or Tax election shall be made by, on behalf of, or otherwise with respect to the Stockholders Company or any of its Subsidiaries, for any Pre-Closing Period without the consent of the Seller, which may be withheld in the Seller’s sole discretion. The Seller shall prepare or cause to be prepared and file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for the Company and its Subsidiaries for all taxable periods that end on or before the Funding and Consummation DatePre-Closing Periods, and shall pay all Taxes due with respect to such Tax Returns. At least 20 days prior to the due date (including any extensions) of each such Tax Return, the Seller shall furnish a copy of such Tax Return to the Buyer. The Seller shall permit TCI the Buyer to review all and comment on such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueReturns. (iib) TCI shall file or cause With respect to any Tax Return covering a Straddle Period that is required to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Closing Date prior with respect to the filing thereof. (iii) Each party hereto shallCompany or any of its Subsidiaries, the Buyer shall cause such Tax Return to be prepared, and shall cause to be included in such Tax Return all Tax items required to be included therein. To the extent permitted by applicable Law, the Buyer shall prepare such Tax Return in a manner consistent with practices followed in prior years with respect to similar Tax Returns and in compliance with the Laws of each respective jurisdiction. At least 20 days prior to the due date (including any extensions) of each such Tax Return (or such lesser period of time as is practicable for any such Tax Return due based on a less than annual Tax period), the Buyer shall furnish a copy of such Tax Return to the Seller. The Buyer shall permit the Seller to review and comment on each such Tax Return and shall make such revisions to such Tax Return as reasonably requested by the Seller. The Buyer shall receive from the Seller an amount equal to the portion of such Taxes that relates to the portion of such Straddle Period ending at 11:59 p.m., Houston, Texas time, on the day immediately prior to the Closing Date (“Allocable Tax”) no later than three days before the due date of the Tax Return but only to the extent that such amount has not been given effect in the Final Adjustment Statement. The Buyer shall refund to the Seller an amount equal to any Allocable Tax not properly allocable to the Seller pursuant to the provisions of this Section 10.2(b), but only to the extent such amount has not been given effect in the Final Adjustment Statement. The Buyer shall timely file such Tax Returns with the appropriate Taxing Authority and pay, subject to receipt by the Buyer of the Allocable Tax, all Taxes due with respect to such Tax Returns. (c) If a dispute arises between the Seller and the Buyer as to the amount of Taxes for a Straddle Period or any other issues with respect to a Tax Return covering the Straddle Period, the Parties shall attempt in good faith to resolve such dispute. Upon resolution of any disputed items, the Buyer shall timely file such Tax Return and pay all Taxes due with respect to such Tax Return. If the dispute is not resolved by the time for filing of such Tax Return, the Buyer shall timely file the Tax Return and, subject to receipt by the Buyer of the Allocable Tax believed to be owed by the Seller, pay the Taxes the Buyer believes to be due, and the Parties shall jointly request that the Neutral Auditor resolve any issue, which resolution shall be final, conclusive and binding on the Parties. The scope of the Neutral Auditor’s review shall be limited to the disputed items and the Parties, shall, if necessary, file an amended Tax Return reflecting the final resolution of the disputed items. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Neutral Auditor in resolving the dispute shall be borne 50% by the Buyer and 50% by the Seller. Any payment required to be made as a result of the resolution of the dispute by the Neutral Auditor shall be made within 10 days after such resolution, together with interest at the Interest Rate. The Buyer shall not extend the statute of limitations with respect to any Tax Return of the Company or any of its Subsidiaries and Affiliates to, provide to each for any Pre-Closing Period without the written consent of the Seller, such consent not to be unreasonably withheld, delayed or conditioned. (d) The Buyer and the Seller agree to provide such assistance as may reasonably be requested by the other parties hereto such cooperation and information as Party in connection with the preparation of 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 and relevant work papers, relevant documents examination by any Taxing Authority or any judicial or administrative proceedings relating to rulings or other determinations by Taxing authorities liability for Taxes, and relevant each shall retain and provide the requesting Party with any records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so providedthat may be relevant to such return, audit or examination, proceedings or determination. Subject to the preceding sentence, each party required to file Returns Any information obtained pursuant to this Agreement shall bear all costs Section 10.2(d) or pursuant to any other Section hereof providing for the sharing of filing such Returns. (iv) Each information relating to or review of the Company, Newco, TCI and each Stockholder shall comply with the any 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 Return or other property under schedule relating to Taxes shall be kept confidential by the Parties in accordance with Section 351(b) of the Code6.5(b).

Preparation and Filing of Tax Returns. (i) The CompanyDuring the period between the date hereof and the earlier of the Closing and the date of the termination of this Agreement in accordance with ARTICLE VII, if possibleat Sellers’ expense, Representative will prepare or otherwise the Stockholders shall cause to be prepared and file or cause to be filed all income Tax Returns (federal, state, local of or otherwise) of with respect to any Acquired Party for all taxable periods that end Company with a due date (including any applicable extensions) on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporationtimely pay, the Stockholders shall pay or cause to be paid paid, all Taxes due in connection therewith. Each such Tax liabilities Return shall be timely filed, prepared in a manner consistent with past practice, and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior Tax periods (including any such position, election or method that would have the effect of deferring income to periods (or portions thereof) beginning after the Closing Date or accelerating deductions to periods (or portions thereof) ending on or prior to the Closing Date), unless otherwise required by applicable Tax Law. No later than 30 days prior (or reasonably prior in excess case of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on Tax Returns for Taxes other than income Taxes) to the Company Financial Statements) shown by deadline for the timely filing of any such Tax Returns (including any applicable extensions), Representative will provide a copy of such Tax Return to be dueBuyer for Buyer’s review and comments, and shall consider any reasonable comments of Buyer in good faith. (ii) TCI shall After the Closing, Buyer will prepare or cause to be prepared, and Buyer will file or cause to be filed filed, all separate Tax Returns of, of or that include, with respect to any Acquired Party Company for all taxable periods ending after Pre-Closing Tax Periods and Straddle Periods. No later than 30 days prior (or reasonably prior in case of Tax Returns for Taxes other than income Taxes) to the Funding deadline for the timely filing of any such Tax Returns (including any applicable extensions), Buyer will provide a copy of such Tax Return to Representative for Representative’s review and Consummation Datecomments, and shall permit consider any reasonable comments of Representative in good faith; provided, that to the Stockholders extent that any such Tax Return could give rise to a liability of any Seller pursuant to this Agreement, if Buyer does not accept any reasonable opportunity comment(s) timely provided by Representative with respect to review all any issue regarding such Returns Tax Return (such disputed issue, “Tax Return Disputed Issue”), then the filing of such Tax Return shall not be determinative of the existence of a claim for periods including indemnification under ARTICLE VI or the Funding amount of Damages relating to such claim, in each case, with respect to the Tax Return Disputed Issue, and Consummation Date the Sellers shall not have any liability under this Agreement with respect to the Tax Return Disputed Issue to the extent that any such reasonable comment(s) not accepted by Buyer could have reduced an applicable Tax liability if accepted. Buyer shall not amend any Tax Return of any Acquired Company for any Pre-Closing Tax Period that was filed prior to the filing thereof. (iii) Each party hereto shall, Closing Date and shall cause its Subsidiaries and Affiliates to, provide that could give rise 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 and independent certified public accountants 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 Seller pursuant to this Agreement shall bear all costs without the written consent of filing Representative (such Returnsconsent not to be unreasonably withheld, conditioned or delayed). (iv) Each of the Company, Newco, TCI 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. (i) The CompanySeller Parent shall prepare and timely file, if possible, or otherwise the Stockholders shall file or cause to be filed prepared and timely filed, all income (i) Tax Returns of the Conveyed Subsidiaries (federaland their Subsidiaries) required to be filed for any Pre-Closing Tax Period that is not part of a Straddle Period, state(ii) Consolidated Tax Returns of Seller Parent or any of its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries) that include a Conveyed Subsidiary (or a Subsidiary thereof) required to be filed for any Pre-Closing Tax Period, local or otherwise(iii) Tax Returns of Seller Parent or any of its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries) that include or reflect the Purchased Assets required to be filed for any Pre-Closing Tax Period, in the case of the Tax Returns described in clause (i) or (ii) on a basis consistent with past practice of the applicable taxpayer, except to the extent otherwise required by applicable Law. In the case of any Acquired Party for all taxable periods Tax Return that end on is described in the immediately preceding sentence and is required to be filed after the Closing by a Conveyed Subsidiary (or before the Funding and Consummation Datea Subsidiary thereof), and Purchaser shall permit TCI 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 all timely filed, such Tax liabilities Return as prepared by Seller Parent, provided, that such Tax Return was delivered to Purchaser at least twenty (20) Business Days prior to the due date for filing such Tax Return, or five (5) Business Days in the case of a non-Income Tax Return (in excess each case taking into account any applicable extensions), together with any supporting information that Purchaser reasonably requests in accordance with the provisions of all amounts already paid with respect thereto Section 6.1, for Purchaser’s review and comment. If Purchaser disputes any item on such Tax Return that (A) in the reasonable judgment of Purchaser, is not supportable under applicable Law or properly accrued (B) could increase the Tax liability of, or reserved with respect thereto reduce any Tax benefit available to, Purchaser or its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) for any Post-Closing Tax Period, then Purchaser shall notify Seller Parent of such disputed item (or items) and the basis for the objection. Purchaser and Seller Parent shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If Purchaser and Seller Parent cannot resolve any such disputed item, then the item in question shall be resolved by the Independent Accountant, the fees of which shall be shared based on the Company Financial Statements) shown principles of Section 2.10(d). If such dispute process is not completed by the due date for the applicable Tax Return (taking into account applicable extensions), such Returns Tax return shall be filed with only such revisions as have been agreed to be due. (ii) TCI by Seller Parent; provided, however, that following the resolution of any dispute, Seller Parent and Purchaser shall file make any necessary amendments to such Tax Return. Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns required to be filed all separate Returns of, by Purchaser or that include, any Acquired Party for all taxable periods ending its Subsidiaries after the Funding Closing, including those in respect of the Conveyed Subsidiaries (and Consummation Datetheir Subsidiaries), and the Purchased Assets or the Business. With respect to any Tax Return required to be filed by Purchaser for a Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”), Purchaser shall permit the Stockholders a reasonable opportunity deliver to review all such Returns Seller Parent for periods including the Funding and Consummation Date its approval, at least twenty (20) Business Days prior to the due date for the filing thereof. (iii) 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 Tax Return, amended or five (5) Business Days in the case of a non-Income Tax Return or claim (in each case taking into account any applicable extensions), a statement setting forth the amount of Tax for refund, determining which Seller Parent is responsible pursuant to Sections 6.6(e)(i) and 6.6(e)(iii) and a liability for Taxes or a right to refund copy 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, together with any additional information that Seller Parent reasonably requests, for Seller Parent’s review and comment. Purchaser shall reflect on the filed Tax Return any reasonable comment regarding any pre-Closing item on such Tax Return submitted by Seller Parent at least ten (10) Business Days prior to the due date of such Tax Return or three (3) Business Days in the case of a non-Income Tax Return. If Purchaser disputes such comment or Seller Parent disputes any other item on such Tax Return, then the disputing Party shall notify the other Party of such disputed item (or items) and the basis for the objection. Purchaser and Seller Parent shall act in good faith to resolve any such dispute prior to the date on which the relevant accompanying schedules Tax Return is required to be filed. If Purchaser and Seller Parent cannot resolve any disputed item, then the item in question shall be resolved by the Independent Accountant, the fees of which shall be shared based on principles of Section 2.10(d). If such dispute process is not completed by the due date for the applicable Tax Return (taking into account applicable extensions), such Tax Return shall be filed by Purchaser with Seller Parent’s comments to the pre-Closing items and such other revisions as have been agreed with Seller Parent; provided, however, that following the resolution of any dispute Purchaser shall make any necessary amendments to such Tax Return. Any Tax Return of a Conveyed Subsidiary (or a Subsidiary thereof) for a Straddle Period shall, to the extent permitted by applicable Law, be filed on the basis that the relevant work papersTax period ended as of the close of business on the Closing Date. Except as required by applicable Law, relevant documents neither Purchaser nor any of its Affiliates (including any Conveyed Subsidiary and Subsidiaries thereof) shall file an amended Tax Return, or agree to any waiver or extension of the statute of limitations, relating to rulings Taxes with respect to any Conveyed Subsidiary (and Subsidiaries thereof), the Purchased Assets or other determinations by Taxing authorities and relevant records concerning the ownership and Business for a Pre-Closing Tax basis Period without the prior written consent of property, which such party may possessSeller Parent. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject Notwithstanding anything herein to the preceding sentencecontrary, each party the Party that is legally required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the any 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 Return or other property under Section 351(b) of document with respect to Transfer Taxes shall timely file such Tax Return or document, including timely complying with state bulk sale notification requirements or other similar notification requirements, such as obtaining Tax clearance certificates (and the Codeother Party shall cooperate with respect thereto).

Preparation and Filing of Tax Returns. (ia) The CompanyWith respect to each Tax return for, if possible, by or otherwise the Stockholders shall file or cause with respect to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party Company Group Member for all taxable periods that end any accounting period ending on or before the Funding Closing Date, Seller shall cause such Tax return to be prepared. The Purchasers shall procure that the Seller is provided with such information and Consummation Dateassistance as may reasonably be required to prepare, agree and submit such Tax returns, and shall permit TCI to review procure that the relevant Company Group Member shall cause such Tax returns, and all such claims, disclaimers, surrenders and elections as may be directed by the Seller relating to such accounting period, to be filed without amendment or undue delay, with the appropriate Tax Returns Authority on a timely basis and shall (subject to any right of indemnification under Section 12.1) cause the amount of Taxes shown to be due on such Tax return to be paid provided that Purchasers shall be entitled to amend any Tax return if, in the reasonable opinion of Purchasers, filing such Tax return without the relevant amendment would be contrary to Law. (b) With respect to each Tax Return for, by or with respect to any Company Group Member with respect to any accounting period ending after the Closing Date, Purchasers shall cause such Tax return to be prepared and shall cause the Company to file in a timely fashion such Tax return with the appropriate Tax Authority. With respect to a Tax return for an accounting period starting before the Closing Date, or in which any Tax is recognized for which Seller may be liable under Section 12.1, prior to such filings. Unless filing Purchasers shall submit the Company is a C corporation, the Stockholders shall pay or cause Tax return to be paid all Tax liabilities (Seller in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party draft form for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date comment at least 30 Days prior to the filing thereofdeadline. Seller or its authorized agent shall comment within 21 Days of such submission. If Seller or its authorized agent has any comments or suggestions, Purchasers shall not unreasonably refuse to incorporate them prior to filing the Tax return with the Tax Authority. (iiic) Each party hereto shall, Any Tax return prepared pursuant to the provisions of this Section 12.2 shall be prepared in a manner consistent with the practices followed in prior years and shall cause its Subsidiaries and Affiliates to, provide to each in accordance with the Tax Laws of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Returnapplicable jurisdiction by the Company Group with respect to similar Tax returns, 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject except to the preceding sentence, each party required extent that doing so could be contrary to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsLaw. (ivd) Each Nothing done by or at the request of the Company, Newco, TCI and each Stockholder another Party under this Section 12.2 shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated in any respect reduce or restrict any rights any Party may have to make a claim against such other Party 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 Codethis Article 12.

Preparation and Filing of Tax Returns. (i) The CompanyBetween the date hereof and the Closing Date, if possible, the Seller shall prepare or otherwise the Stockholders shall cause to be prepared on a timely basis and in a manner consistent with past practice and file or cause to be filed on a timely basis all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all the Companies for taxable periods that end are required to be filed on or before the Funding and Consummation Closing Date. With respect to consolidated, unitary, combined or similar Tax Returns (the “Consolidated Tax Returns”) that include the Latisys Companies for the period through the Closing Date, and with respect to any other Tax Returns for a Latisys Company for any period that ends prior to the Closing Date and that is not described in the preceding sentence, the Seller shall permit TCI to review all prepare on a timely basis and in a manner consistent with past practice such Tax Returns prior and, to extent required by the Code and the Treasury Regulations, include the income of the Latisys Companies that is allocable to the taxable period that is deemed to end as of Closing, and such filings. Unless Tax Returns shall be executed and filed by Seller if the Company filing date is a C corporation, on or before the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on Closing Date and executed by Purchaser if the Company Financial Statements) shown by such Returns to be duefiling date is after the Closing Date. (ii) TCI Except as provided in Section 7.9(a)(i), Purchaser shall prepare or cause to be prepared and file or cause to be filed on a timely basis all separate Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior with respect to the filing thereofLatisys Companies that are not described in Section 7.9(a)(i) as being prepared and filed by the Latisys Companies or the Seller, as applicable. (iii) Each With respect to any Tax Return required to be prepared or caused to be prepared by the Seller or Purchaser pursuant to Section 7.9(a)(i) and (ii) with respect to the Latisys Companies (such party, the “Filing Party”) and as to which either Seller is the Filing Party or an amount of Tax is allocable to Seller, the Filing Party shall provide the party hereto shallthat is not the Filing Party (the “Non-Filing Party”) with a draft of such completed Tax Return or in the case of a Consolidated Tax Return, a pro forma Tax Return for the Latisys Companies (prepared on a separate company basis) and shall cause its Subsidiaries a statement certifying and Affiliates to, provide to each setting forth the calculation of the other parties hereto amount of Tax shown on such cooperation and information as any of them reasonably may request in filing any Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right Consolidated Tax Return that is allocable 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 Returnssuch Non-Filing Party, together with relevant accompanying appropriate supporting information and schedules at least thirty (30) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return or Consolidated Tax Return, as the case may be, and relevant work paperssuch Non-Filing Party shall have the right to review and comment on such Tax Return or Consolidated Tax Return and statement, relevant documents as the case may be, prior to the filing of such Tax Return or Consolidated Tax Return and shall provide to the Filing Party written notice of any objections it has with respect to such Tax Return or Consolidated Tax Return (a “Tax Dispute”) no later than fifteen (15) Business Days prior to the date when such Tax Return or Consolidated Tax Return must be filed. In the event of any such objections the parties shall in good faith attempt to resolve such dispute for a period of five (5) Business Days following the date on which the Filing Party was notified of the Tax Dispute; provided, that if such dispute is not settled by such date (the “Tax Dispute Date”) the parties shall submit all such disputed matters to the Accounting Firm, within one (1) Business Day after the Tax Dispute Date. The decision by the Accounting Firm shall be final and binding on the parties with respect to how any such Tax Return or Consolidated Tax Return should be filed. Notwithstanding anything in this Agreement to the contrary, the fees and expenses 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 and independent certified public accountants 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 Accounting Firm pursuant to this Agreement Section 7.9(a)(iii) shall bear all costs of filing such Returnsbe paid one-half by Purchaser and one-half by the Seller. (iv) Each The Purchaser shall not make any election under Code Section 338 (or any similar provision under state, local, or foreign law) with respect to the acquisition of the Company, Newco, TCI Companies 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 Codetheir Affiliates.

Preparation and Filing of Tax Returns. (a) Seller will timely prepare and file or will cause to be timely prepared and filed (i) The Companyany combined, if possibleconsolidated or unitary Tax Return that includes Seller or any of its Affiliates, or otherwise and (ii) any Tax Return of the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of Acquired Companies for any Acquired Party for all taxable periods period that end ends on or before the Funding Closing Date. For any Straddle Period Tax Return of the Acquired Companies that is the responsibility of Seller under this SECTION 10.2(a), Seller will deliver to Purchaser for its review, comment and Consummation Dateapproval (which approval will not be unreasonably withheld, conditioned or delayed) a copy of such proposed Tax Return (accompanied by an allocation between the Pre-Closing Period and shall permit TCI the Post-Closing Period of the Taxes shown to review all be due on such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial StatementsReturn) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date at least 30 calendar days prior to the filing due date (giving effect to any validly obtained extensions) thereof. (iiib) Each party hereto shallPurchaser will, except to the extent that such Tax Returns are the responsibility of Seller under SECTION 10.2(a), timely prepare and shall file or will cause its Subsidiaries to be timely prepared and Affiliates to, provide filed all Tax Returns with respect to each the Acquired Companies. For any Straddle Period Tax Return of the other parties hereto Acquired Companies that is the responsibility of Purchaser under this SECTION 10.2(b), Purchaser will deliver to Seller for its review, comment and approval (which approval will not be unreasonably withheld, conditioned or delayed) a copy of such cooperation proposed Tax Return (accompanied by an allocation between the Pre- Closing Period and information as any the Post-Closing Period of them reasonably may request in filing any the Taxes shown to be due on such 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 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 and independent certified public accountants reasonably available on a mutually convenient basis ) at its cost to provide explanation of any documents or information so provided. Subject least 30 calendar days prior to the preceding sentence, each party required due date (giving effect to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsany validly obtained extensions) thereof. (iv) Each of the Company, Newco, TCI 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. (i) The Company, if possible, or otherwise the Stockholders Owners 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 Funding and Consummation Date, and shall permit TCI Home to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders The Owners shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI Home shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates 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 Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI Home and each Stockholder Owner shall comply with the Tax 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 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. (ia) The Company, if possible, Seller shall prepare or otherwise the Stockholders shall cause to be prepared and timely file or cause to be filed all income required Tax Returns (federal, state, local or otherwise) of relating to the Company and the Company Subsidiaries for any Acquired Party for all taxable periods that end period which ends on or before the Funding Closing Date. Buyer shall prepare or cause to be prepared and Consummation Datetimely file or cause to be timely filed all Tax Returns of the Company and the Company Subsidiaries with respect to a Straddle Period (“Buyer Prepared Tax Returns”). Each such Tax Return shall be prepared and all elections with respect to each such Tax Return shall be made in a manner consistent with past practice, unless otherwise required by applicable Law or this Agreement. At least thirty (30) Business Days before the date on which each such Tax Return is due (giving effect to any valid extensions thereof), the preparer of such Tax Return shall submit such Tax Return (or a pro-forma return of the Company and the Company Subsidiaries in the case of a consolidated, combined, affiliated or unitary Tax Return which includes Buyer, Seller or any of their respective Affiliates) to the other party for its review and approval, which shall not be unreasonably withheld, conditioned or delayed. In the case of a Buyer Prepared Tax Return, such return shall be accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section 8.1(a). The reviewing party shall submit its written comments, if any, to the other party within fifteen (15) Business Days of the reviewing party’s receipt of a copy of such Tax Return, and the non-reviewing party shall permit TCI not unreasonably withhold incorporation of such comments, so long as there is a reasonable basis in fact and Law for such change and such change is not inconsistent with past practice. With respect to a Buyer Prepared Tax Return, if Seller agrees with Buyer’s calculation of its indemnification obligation, Seller shall pay to Buyer the amount of the Buyer Indemnified Parties indemnification prior to the due date for the filing of the related Tax Return. If, however, Seller does not agree with Buyer’s calculation of Seller’s indemnification obligation, Seller shall notify Buyer in writing of Seller’s disagreement within fifteen (15) Business Days of receiving a copy of the Tax Return and Buyer’s calculation. Buyer and Seller agree to consult in good faith to resolve any dispute arising as a result of their respective review all of any Tax Return (or calculations) prepared pursuant to this Section 8.2(a). In the event that Seller and Buyer do not resolve any such dispute within fifteen (15) Business Days thereafter, such dispute shall be settled pursuant to the provisions of Section 8.7. The party required to file any Tax Return subject to a dispute shall file such disputed Tax Return on the due date thereof (taking into account any applicable timely filed extension) in the manner that it sees fit, without prejudice to the resolution of such dispute. (b) With respect to Tax Returns prior that Seller is required to such filings. Unless the Company is a C corporationfile or cause to be filed pursuant to Section 8.2(a), the Stockholders Seller shall pay or cause to be paid to the appropriate Governmental Entity when due and payable all Tax liabilities (in excess of all amounts already paid Taxes with respect thereto or properly accrued or reserved with respect thereto on to the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file and the Company Subsidiaries for any taxable 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 Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Closing Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of extent such Taxes exceed 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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 gainamount, if any, recognized accrued or reserved for such Taxes on Final Net Working Capital. (c) With respect to Taxes for Straddle Periods, to the receipt extent that the sum of cash (i) payments, if any, made by Seller, the Company or any Company Subsidiary prior to the Closing Date to a Governmental Entity plus (ii) the amount of any liability for Taxes for Straddle Periods that are accrued or reserved for such Taxes in Final Net Working Capital is greater than Seller’s allocable portion of such Straddle Period Taxes as determined pursuant to Section 8.1(c) and Section 8.1(d), Buyer shall pay to Seller the amount of such excess within ten (10) Business Days of filing such Straddle Period Tax Return. (d) With respect to a Tax (other property than for a Straddle Period) for which Seller has provided an indemnity under Section 351(b8.1(a), to the extent that the amount, if any, accrued or reserved for any such Taxes on Final Net Working Capital exceeds the amount of such Taxes actually due and payable, Buyer shall pay Seller the amount of such excess within ten (10) Business Days of filing the CodeTax Return related to such Tax.

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income separate Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all . All such Tax Returns prior shall have set forth all material items required to such filingsbe set forth therein and shall have been prepared in compliance with applicable laws and shall be true, correct and complete in all material respects. Unless the Company is a C corporation, the Stockholders The STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial StatementsStatements and books and records) required to be shown by such Tax Returns to be due. (ii) TCI VPI shall file or cause to be filed all separate consolidated Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding Closing Date. VPI shall pay or cause to be paid all Tax liabilities (in excess of amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the VPI Financial Statements and Consummation Date, books and shall permit the Stockholders a reasonable opportunity records) required to review all be shown by such Tax Returns for periods including the Funding and Consummation Date prior to the filing thereofbe due. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates component members of a controlled group of corporations including the COMPANY, as defined in Section 1563 of the Code, to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return, amended 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 Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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 Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. (iv) Each of the CompanyCOMPANY, NewcoNEWCO, TCI VPI and each Stockholder the STOCKHOLDER shall comply with the Tax 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 an exchange pursuant to which gain is not recognized 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. (a) The Stockholders shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due any Tax Return that is required to include the assets, operations or activities of the Company for Tax Periods ending on or before the Closing Date. (b) The Purchaser shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due all Tax Returns that are required to include the assets, operations or activities of the Company for any Tax Periods ending after the Closing Date. (i) The Company, if possible, or otherwise Stockholders' Representative shall prepare and provide to 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 Funding and Consummation Date, and shall permit TCI to review all Purchaser such Tax Returns prior information as is reasonably requested by the Purchaser with respect to such filings. Unless the assets, operations or activities of the Company for the Pre-Closing Period to the extent such information is a C corporation, relevant to any Tax Return which the Stockholders shall pay or cause Purchaser has the right and obligation hereunder to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be duefile. (ii) TCI shall file The Stockholders shall, on the one hand, or cause the Purchaser shall, on the other hand, with respect to any Tax Return which such party is responsible hereunder for preparing and filing, or causing to be filed all separate Returns ofprepared and filed, make such Tax Return and related work papers available for review by the other party at least twenty (20) days in advance of the filing of the Return if the Tax Return (x) is with respect to Taxes for which the other party or one of its Affiliates may be liable hereunder or under applicable tax law, or that include, any Acquired Party (y) claims Tax Benefits which the other party or one of its Affiliates is entitled to receive hereunder. The filing party shall use its reasonable best efforts to make Tax Returns available for all taxable periods ending after review as required under this Section 9.4(c) sufficiently in advance of the Funding and Consummation Date, and shall permit due date for filing such Tax Returns to provide the Stockholders non-filing party with a reasonable meaningful opportunity to review all analyze and comment on such Tax Returns for periods including and have such Tax Returns modified before filing, accepting the Funding and Consummation Date prior position of the filing party unless such position is contrary to the filing thereofprovisions of Section 9.4(d) hereof. (iiic) Each party hereto shallAny Tax Return which includes or is based on the assets, operation or activities of the Company for any Pre-Closing Period, and shall cause its Subsidiaries and Affiliates toany Tax Return which includes or is based on the assets, provide to each operations or activities of the other parties hereto Company for any Post-Closing Period to the extent the items reported on such cooperation Tax Return might reasonably increase any Tax liability of the Stockholders for any Pre-Closing Period shall be prepared in accordance with past Tax accounting methods used with respect to the Tax Returns in question (unless such past methods are no longer permissible under the applicable Tax Law), and information as to the extent 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 items are not covered by past methods (or in conducting any audit or other proceeding the event such past methods are no longer permissible under the applicable Tax Law), in accordance with reasonable Tax accounting methods selected by the filing party with 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 such Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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 Return under this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI 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(aconsent (not to be unreasonably withheld or delayed) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codenon-filing party.

Preparation and Filing of Tax Returns. (ia) The Company, if possible, or otherwise the Stockholders Sellers shall prepare and duly file (or cause to be filed prepared and duly filed) all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on to the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party Services Business and the Transferred Companies for all taxable periods ending after on or before the Funding Closing Date (each, a "Pre-Closing Tax Period"), including, without limitation, for those jurisdictions that permit or require a short period Tax Return, such period ending on the Closing Date. All Tax Returns with respect to the Services Business and Consummation Datethe Transferred Companies (other than Tax Returns filed on a consolidated, combined, unitary or other similar basis) shall be prepared and filed in a manner consistent with prior practice, except as required by applicable Law. Purchaser shall permit have the Stockholders a reasonable opportunity right to review all and comment on any such Tax Returns for periods including (other than Tax Returns filed on a consolidated, combined, unitary or other similar basis). Purchaser shall, or shall cause the Funding and Consummation Date prior Transferred Companies to, furnish information to McLeodUSA as reasonably requested by McLeodUSA to effectuate the filing thereofprovisions of this section. (iiib) Each party hereto shallPurchaser shall prepare and duly file (or cause to be prepared and duly filed) all Tax Returns with respect to the Services Business and the Transferred Companies for which no Seller has filing responsibility pursuant to Section 5.1(a). Purchaser shall provide Sellers with the basis and calculations upon which such Tax Returns with respect to periods for which Sellers have or may have any liability under this Article V are to be filed, and Sellers shall cause its Subsidiaries have the right to review, comment on and Affiliates to, provide consent to each any such Tax Returns. Neither the Transferred Companies nor Purchaser shall make any elections with respect to Taxes or amend any Tax Returns of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return Transferred Companies for periods ending on or claim for refund, determining a liability for Taxes or a right before the Closing Date without Sellers' prior written consent (not 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 and independent certified public accountants 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 unreasonably withheld). (iv) Each of the Company, Newco, TCI 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. (i) The CompanySellers shall prepare and timely file, if possible, or otherwise the Stockholders shall file or cause to be filed prepared and timely filed, all income Tax Returns in respect of the Companies that (federal, state, local or otherwise1) of are required to be filed (taking into account any Acquired Party for all taxable periods that end applicable extensions) on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay Closing Date or cause (2) are required to be paid all filed (taking into account any applicable extension) after the Closing Date but refer to a Taxable event that takes place before the Closing Date and affects Grupo Enhol’s Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueconsolidation group. (ii) TCI The Sellers shall file prepare or cause to be prepared and timely filed, all Tax Returns required to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending in respect of the Companies after the Funding Closing Date but related to a taxable period ending on or prior to the Closing Date to the extent it affects Grupo Enhol’s Tax consolidation group. Any such Tax Return shall be prepared on a basis consistent with the past practices of the relevant Company and Consummation Dateapplicable Law. The Sellers shall deliver to the Purchaser, as promptly as reasonably possible before the due date for the filing of any Tax Return required to be prepared and filed pursuant to this Clause, a copy of such Tax Return, together with any additional information relating thereto that Purchaser may reasonably request. The Purchaser shall permit have the Stockholders a reasonable opportunity right to review all such Returns for periods including the Funding Tax Return, statement and Consummation Date additional information, if any, prior to the filing thereofof such Tax Return, and the Sellers shall reflect on such Tax Return any reasonable comments submitted by the Purchaser. The Purchaser shall timely file or caused to be timely filed the Tax Returns as prepared by the Sellers. (iii) Each party hereto shallThe Purchaser shall prepare or cause to be prepared and timely filed, and shall cause its Subsidiaries and Affiliates to, provide all Tax Returns required 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 be filed in respect of Taxesthe Companies for any taxable period beginning on or before, and ending after, the Closing Date to the extent it affects Grupo Enhol’s Tax consolidation group. Such cooperation Any such Tax Return shall be prepared on a basis consistent with past practices of the relevant Company and information applicable Law. The Purchaser shall include providing copies deliver to the Sellers, as promptly as reasonably before the due date for the filing of all relevant portions any Tax Return required to be prepared and filed pursuant to this Clause, a copy of relevant Returnssuch Tax Return, together with relevant accompanying schedules any additional information relating thereto that Sellers may reasonably request. Sellers 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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 the Purchaser shall reflect on such Tax Return any reasonable comments submitted by the receipt of cash or other property under Section 351(b) of the CodeSellers.

Preparation and Filing of Tax Returns. (ia) The CompanySeller shall prepare all Tax Returns, if possibleother than U.S. Tax Returns, or otherwise for the Stockholders shall file or cause Companies and the Alba Companies to be filed for calendar year 2001 in accordance with all income relevant Laws, including those Tax Returns for which the due date is after the Closing. At least 30 days prior to the due date (federal, state, local or otherwiseincluding extensions) of each such Tax Return, Seller shall deliver to Buyer for Buyer's review a copy of such Tax Return. If the amount of Tax shown to be due on such Tax Return exceeds the amount reflected as a liability for such Tax on the Settlement Statement, Seller shall pay to Buyer the amount of such excess Tax not less than five days prior to the due date of such Tax Return, or if the amount of Tax shown to be due on such Tax Return is less than the amount reflected as a liability for such Tax on the Settlement Statement, Buyer shall pay to Seller the difference not less than five days prior to the due date of such Tax Return. Buyer shall cause the Companies and the Alba Companies to file timely such Tax Return with the appropriate Governmental Authority and to pay timely the amount of Taxes shown to be due on such Tax Return. Buyer shall prepare all Tax Returns of the Companies and the Alba Companies for calendar year 2002, although it is understood that Seller shall prepare any Acquired Party Tax Return required to be filed between the date of this Agreement and Closing as necessary. Buyer shall be responsible for all taxable periods Taxes of the Companies and the Alba Companies for calendar year 2002. However, it is expressly understood that end on or before Seller shall be liable for all Taxes associated with the Funding and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown transactions contemplated by such Returns to be duethis Agreement. (iib) TCI shall file or cause Any Tax Return to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior prepared pursuant to the filing thereofprovisions of this Article VII shall be prepared in a manner consistent with practices followed in prior years which are in accordance with applicable Laws, except for changes required by changes in Law. (iiic) Each party hereto shall, and Seller shall cause its Subsidiaries the Companies and Affiliates tothe Alba Companies not to make, provide to each revoke or amend any Tax election that would affect the period after the Closing (other than any election that must be made periodically and that is made consistently with past practice) without the prior 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 and independent certified public accountants 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 ReturnsBuyer. (ivd) Each The Buyer Indemnified Parties shall not take any action, or allow the Companies or the Alba Companies to take any action, on or after the Closing Date, that would increase the liability of Seller or its direct or indirect shareholders for Taxes during the Companyperiod of time prior to or ending on the Closing Date; provided, Newcohowever, TCI and each Stockholder that nothing in this Section 7.01(d) shall comply with prevent the Tax reporting requirements Buyer Indemnified Parties from making any election under Sections 754 or 761 of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat Seller shall consent to and cooperate with the transaction as a tax-free contribution under Buyer Indemnified Parties in making any such Section 351(a754 elections for periods beginning on or after January 1, 2002. (e) Seller shall be responsible for any Transfer Taxes. (f) The Adjusted Purchase Price shall be allocated among the assets of the Code subject to gain, if any, recognized on Companies and the receipt of cash or other property under Alba Companies in the manner required by Section 351(b) 1060 of the Code. To facilitate such allocation, Buyer shall deliver to Seller, not later than December 1, 2001, a schedule setting forth Buyer's proposed allocation of the Base Purchase Price. Buyer and Seller shall use Reasonable Efforts to agree upon a final allocation of the Adjusted Purchase Price, not later than 120 days after Closing. Buyer and Seller shall timely file IRS Form 8594 with respect to the transactions contemplated by this Agreement. (g) For U.S. Tax purposes, Seller intends to effect a liquidation or deemed liquidation of CMS International prior to the Closing Date such that, for U.S. Tax purposes, the transactions contemplated by this Agreement will be a sale of assets by Seller on the Closing Date. Buyer and Seller acknowledge that, for U.S. Tax purposes, the transactions contemplated by this Agreement are treated as closed and completed on the Closing Date, and that all items determined by reference to dates other than the Closing Date are for administrative convenience and shall be treated for U.S. Tax purposes, if applicable, as adjustments to the Purchase Price, and the Parties agree to file their respective U.S. Tax Returns in a manner consistent with this treatment. For U.S. Tax purposes, Buyer and Seller shall report their respective allocable shares of the items of income, gain, loss, deduction and credit of the Alba Companies based on an interim closing of the books as of January 3, 2002.

Preparation and Filing of Tax Returns. Purchaser shall prepare (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be prepared) and file (or cause to be filed) each Tax Return required to be filed all income by the Companies after the Closing Date for a taxable period beginning before the Closing Date. To the extent any Tax Returns shown as due on such Tax Return is payable by the Sellers (federaltaking into account indemnification obligations hereunder), statesuch Tax Return shall be provided to the Sellers at least thirty (30) days prior to the due date for filing such return (or, local if required to be filed within thirty (30) days of the Closing Date, as soon as possible following the Closing Date); and the Sellers shall have the right to review and consent to such Tax Return, which consent shall not be unreasonably withheld, conditioned or otherwisedelayed. If the Sellers dispute any item on such Tax Return, they shall notify Purchaser of such disputed item (or items) and the basis for their objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm of international reputation mutually acceptable to Purchaser and Sellers (the “Independent Accounting Firm”). The parties shall cause the Independent Accounting Firm to submit a report to Purchaser and Sellers with a determination regarding the remaining disputed items, within thirty (30) days after submission of the matter, and such report shall be final, binding and conclusive on Purchaser and Sellers. The fees and expenses of the Independent Accounting Firm shall be borne equally by the Sellers on the one hand and the Purchaser on the other hand. The failure of the Sellers to propose any Acquired Party for all taxable periods that end changes to any such Tax Return within fifteen (15) days of receipt thereof shall constitute consent. The Sellers shall pay to Purchaser, on or before the Funding and Consummation Datedue date thereof, and shall permit TCI to review all the amount of Taxes shown as due on such Tax Returns prior to such filingsthat are payable by the Sellers (taking into account indemnification obligations hereunder). Unless The Sellers shall not take any position, make any election, adopt any method or take any action inconsistent with (i) the Company is a C treatment of Northstar as an S corporation, effective January 1, 2007, through the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. Closing, for federal and applicable state and local income tax purposes, and (ii) TCI shall file the treatment of Southstar and M&S as partnerships or cause to be filed all separate Returns of, or that include, any Acquired Party entities disregarded from their owners for all taxable periods ending after the Funding federal and Consummation Date, applicable state and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereoflocal income tax purposes. (iii) 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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. (i) The Company, if possible, or otherwise the Stockholders Companies shall prepare and timely file (or cause to be filed prepared and timely filed), all income Tax Returns (federal, state, local required to be filed by the Companies or otherwise) any of any Acquired Party for all taxable periods that end their Subsidiaries on or before the Funding and Consummation Date, and shall permit TCI 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 Tax liabilities Closing Date (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be duetaking into account any valid extensions). (ii) TCI Parent shall (A) prepare pro-forma Tax Returns for all partnership or S corporation income Tax Return required to be filed by the Companies or any of their Subsidiaries after the Closing Date for any taxable period ending on or before the Closing Date (any such period, a “Pre-Closing Period” and such Tax Returns, “Stakeholders’ Representative Filed Tax Returns”), (B) deliver such pro-forma Stakeholders’ Representative Filed Tax Returns to the Stakeholders’ Representative at least forty-five (45) Business Days prior to the due date for filing such Tax Return (after taking into account any applicable extensions or waivers), (C) incorporate Stakeholders’ Representative’s comment on such pro-forma Stakeholders’ Representative Filed Tax Returns to the extent consistent with applicable Tax Law and past practice (other than a deviation from past practice resulting from the transactions or elections contemplated by this Agreement), and (D) provide such other assistance as may be reasonably requested by the Stakeholders’ Representative in writing in connection with the preparation of the Stakeholders’ Representative Filed Tax Returns. The Stakeholders’ Representative shall timely file (or cause to be filed all separate Returns timely filed) such Stakeholders’ Representative Filed Tax Returns. The Companies Holders shall be responsible for 50% of the third-party out-of, or that include, any Acquired Party for all taxable periods ending after -pocket costs incurred by Parent following the Funding and Consummation Date, and shall permit Closing in preparing the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereofStakeholders’ Representative Filed Tax Returns. (iii) Each party hereto shall, Parent shall prepare and shall timely file (or cause its Subsidiaries to be so prepared and Affiliates to, provide timely filed) all Tax Returns required to each of be filed by the other parties hereto such cooperation and information as Companies or any of them reasonably may request in filing any Return, amended Return their Subsidiaries after the Closing Date (such as sales and use or claim for refund, determining a liability for real property Tax Returns) and timely withhold and pay all 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 set forth on such Tax Returns, together with relevant accompanying schedules except for any Stakeholders’ Representative Filed Tax Returns (“Parent Filed Tax Returns”). Parent shall provide Stakeholders’ Representative for its review 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 and independent certified public accountants reasonably available on comment a mutually convenient basis at its cost to provide explanation copy of any documents material Parent Filed Tax Return for any Pre-Closing Period or information so provided. Subject for any taxable period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) at least twenty (20) Business Days prior to the preceding sentencedue date (to the extent reasonably practicable, each party required or, if not, as reasonably practicable prior to file Returns pursuant to this Agreement shall bear all costs of such due date) for filing such Returns. Tax Return (ivafter taking into account any applicable extensions or waivers), (B) Each of the Company, Newco, TCI and each Stockholder Stakeholders’ Representative shall comply provide Parent with the its reasonable comments to such 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 gainReturn, if any, recognized on at least ten (10) Business Days prior to such due date (or, if the receipt of cash Tax Return was provided less than twenty (20) Business Days prior to such due date, as soon as reasonably practicable prior to such due date), and (C) Parent may accept or other property under Section 351(b) of the Codereject such comments in its sole discretion.

Preparation and Filing of Tax Returns. (ia) The CompanyLyondell or Sellers, if possibleas applicable, or otherwise the Stockholders shall file timely prepare and file, or cause to be filed timely prepared and filed, on a basis consistent with past practice (except as required by Law or a Final Determination), all income Tax Returns required to be filed by or with respect to the Millennium Inorganic Companies (federali) in the case of United States Income Tax Returns, statefor any taxable period that ends on or prior to the Closing Date, local or otherwiseand (ii) in the case of any Acquired Party for all taxable periods Other Tax Returns, that end have not yet been filed and are due (taking into account extensions properly obtained) on or before the Funding and Consummation Closing Date, and in all cases Sellers shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay remit or cause to be paid remitted any Taxes shown as due in respect of such Tax Returns. Lyondell shall include the income of MIC and its United States subsidiaries (including any deferred items triggered into income by Treasury Regulations Section 1.1502-13 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19) on Lyondell’s consolidated United States federal Income Tax Returns for all periods through the Closing Date and pay any United States federal Income Tax liabilities (attributable to such income. For all taxable periods ending on or before the Closing Date, Lyondell shall cause MIC and its eligible subsidiaries to join in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on Lyondell’s consolidated United States federal Income Tax Return. Sellers shall allow Buyer to review any Other Tax Returns relating to the Company Financial Statements) shown by such Returns Millennium Inorganic Companies required to be duefiled on or before the Closing Date at Sellers’ offices in Houston, Texas, during normal business hours prior to filing such Tax Returns. (iib) TCI Buyer shall file timely prepare, or cause to be filed prepared, on a basis consistent with past practice (except as required by Law or a Final Determination), (i) all separate Tax Returns of, (other than United States Income Tax Returns) with respect to the Millennium Inorganic Companies for any period ending on or before the Closing Date that include, any Acquired Party for all taxable periods ending are due after the Funding Closing Date and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date have not been filed on or prior to the Closing Date and (ii) all Tax Returns with respect to the Millennium Inorganic Companies for any Straddle Period. Buyer shall present each such Tax Return to Sellers for review and approval at least 75 days before the date on which such Tax Return is required to be filed (or, if later, within 5 days after the Closing Date). If at least 45 days prior to the latest date for the filing thereof. of such Tax Return (iii) Each party hereto shallor, if later, within 10 days after the Closing Date), Sellers and shall cause its Subsidiaries Buyer cannot agree upon the final form and Affiliates to, provide to each content of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return, amended any disagreement with respect to such Tax Return shall be resolved, at least 5 days before the last day for the filing of such Tax Return (or, if later, within 12 days after the Closing Date), by Ernst & Young LLP (which Sellers and Buyer each represent and warrant are independent of such party), or claim for refund, determining a liability for Taxes or a right to refund such other independent registered public accounting firm as Sellers and Buyer shall mutually agree. The resolution of Taxes or in conducting such accounting firm shall be final and binding on the parties and the Millennium Inorganic Companies without any audit or other proceeding in respect of Taxesfurther adjustment. Such cooperation and information Tax Return shall include providing copies be revised to reflect the resolution of all relevant portions of relevant Returnssuch accounting firm and, 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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.once

Preparation and Filing of Tax Returns. (ia) The CompanyUnit Holder Representative shall, if possibleat the Unit Holders’ expense, timely prepare and file, or otherwise the Stockholders shall file or cause to be filed timely prepared and filed, all income or other similar Tax Returns (federal, state, local or otherwiseincluding any partnership return and applicable K-1s) of the Company and its Subsidiaries with respect to any Acquired Party Pre-Closing Tax Period (a “Pre-Closing Tax Return”); provided, that the Unit Holder Representative shall provide a copy of such Pre-Closing Tax Return to Coty a commercially reasonable period of time prior to the due date (including applicable extensions) of such Pre-Closing Tax Return, and the Unit Holder Representative shall consider in good faith any suggested changes; provided, further, that if such Pre-Closing Tax Return could have the effect of increasing the Tax liability of Coty for all taxable periods that end on or before any tax period following the Funding and Consummation Closing Date, the filing of such Pre-Closing Tax Return shall be subject to Coty’s consent (not to be unreasonably withheld, conditioned, or delayed). (b) The Company or NewCo (as applicable) shall timely prepare and file, or shall permit TCI 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 timely prepared and filed, all other Tax liabilities Returns (in excess including any partnership return and applicable K-1s) of all amounts already paid the Company and its Subsidiaries consistently with and subject to the applicable provisions of the A&R LLC Agreement addressing the preparation and filing of post-Closing Tax Returns; provided, that the Company shall provide a copy of any income or other similar Tax Return with respect thereto or properly accrued or reserved with respect thereto on to any Straddle Period (a “Straddle Tax Return”) to the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders Unit Holder Representative a commercially reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date period of time prior to the filing thereof. due date (iiiincluding applicable extensions) Each party hereto shallof such Straddle Tax Return, and Coty shall cause its Subsidiaries and Affiliates toconsider in good faith any suggested changes; provided, provide further, that to each the extent such Straddle Tax Return could have the effect of increasing the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return Tax liability 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation under this Agreement of any documents Unit Holder (or information so provided. Subject their direct or indirect owners), the filing of such Straddle Tax Return shall be subject to the preceding sentenceUnit Holder Representative’s consent (not to be unreasonably withheld, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsconditioned, or delayed). (iv) Each of the Company, Newco, TCI 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. (i) The Company, if possibleSeller shall prepare and file when due, or otherwise the Stockholders shall file or cause to be prepared and filed when due, all income Tax Returns (federal, state, local or otherwise) of any Acquired Party member of the Company Group for all taxable Tax periods that end ending on or before the Funding and Consummation Closing Date that are due after the Closing Date, including for those jurisdictions and Governmental Entities that permit or require a short period Tax Return for Taxes (the “Seller Prepared Returns”). The Seller shall permit TCI to review all such Tax Returns prior to such filings. Unless provide the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities Purchaser with copies of each Seller Prepared Return no later than twenty (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements20) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date days prior to the filing thereof. deadline (iiiincluding extensions) Each party hereto shallwith respect to such Seller Prepared Return; provided, that in the case of any Seller Prepared Return which filing deadline (including extensions) is within thirty (30) days after the Closing Date and which cannot be reasonably prepared and provided to the Purchaser at least twenty (20) days prior to such filing deadline, the Seller shall provide a copy of such Seller Prepared Return no later than five (5) days prior to such filing deadline. The Purchaser shall have the right to review and comment on (without obligation on the Seller to accept such comments), prior to their filing all Tax Returns of each member of the Company Group with respect to the period ending on the Closing Date. The Purchaser shall cause to be prepared and filed in a timely manner all Tax Returns for Straddle Periods required to be filed by any member of the Company Group (“Purchaser Prepared Returns”). The Seller Prepared Returns and the Purchaser Prepared Returns shall be prepared in accordance with past practices of the Company Group (so long as such practices comply with applicable Law) and applicable Law. The Purchaser shall provide the Seller with copies of portions of such Tax Returns as relates to each member of the Company Group from each Purchaser Prepared Return no later than twenty (20) days prior to the filing deadline (including extensions) with respect to such Purchaser Prepared Return for the Seller’s review and shall cause its Subsidiaries and Affiliates to, provide make such changes as are reasonably requested by the Seller with respect to each the portions of such Purchaser Prepared Returns as relates to any member of the other parties hereto such cooperation and information as any of them reasonably may request Company Group; provided, that 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation case of any documents or information so provided. Subject Purchaser Prepared Return which filing deadline (including extensions) is within thirty (30) days after the Closing Date and which cannot be reasonably prepared and provided to the preceding sentenceSeller at least twenty (20) days prior to such filing deadline, each party required the Purchaser shall provide a copy of such Purchaser Prepared Return no later than five (5) days prior to file Returns pursuant to this Agreement shall bear all costs of such filing such Returnsdeadline. (iv) Each of the Company, Newco, TCI 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. (i) The Sole Member shall timely prepare or cause to be prepared and file or cause to be filed, at the Member’s expense, all Income Tax Returns for the Company with respect to any taxable period ending on or before the Effective Time (any such period, a “Pre-Closing Tax Period”) which are first due after the Closing Date, which Income Tax Returns shall be reasonably satisfactory to Parent. All such Tax Returns shall be prepared in accordance with applicable Law and the Company’s past practice (provided that such past practice is consistent with applicable Law). The Sole Member shall provide each such Tax Return to Parent for review and comment no later than 30 days before the due date of such Tax Return, if possibleand shall reflect any reasonable comments made by Parent thereto. The Sole Member shall pay to Parent an amount equal to all Taxes of the Company for any Pre-Closing Tax Period or pre-closing portion of any Straddle Period as determined in accordance with Section 6.1(b) hereof (any “Pre-Closing Taxes”) at least 10 days before the date on which Parent or the Company would be required to pay such Taxes. Subject to the Sole Member’s payment obligations in the preceding sentence, the Company shall pay all Taxes shown on all Income Tax Returns for any Pre-Closing Tax Period to the applicable Governmental Authority. (ii) Parent shall prepare or otherwise the Stockholders shall cause to be prepared and file or cause to be filed all income any other Tax Returns of the Company for a Pre-Closing Tax Period and all Tax Returns of the Company for any Straddle Period (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date“Straddle Tax Returns”), and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and Parent shall permit the Stockholders a reasonable opportunity Sole Member to review all and comment on each such Returns for periods including the Funding and Consummation Date Tax Return prior to the filing thereof. (iii) Each party hereto shall, and filing. The Sole Member shall cause its Subsidiaries and Affiliates to, provide pay 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject Parent an amount equal to the preceding sentence, each party Pre-Closing Taxes due with any Straddle Tax Returns at least 10 days before the date on which Parent or the Company would be required to file Returns pursuant to this Agreement shall bear all costs of filing pay such ReturnsTaxes. (iv) Each of the Company, Newco, TCI 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. (ia) The Company, if possible, or otherwise the Stockholders Seller shall file prepare (or cause to be filed prepared) and file (or caused to be filed) on a timely basis (taking into account valid extensions of time to file) all Tax Returns of the Company and the Subsidiary that are due after the Closing Date for any tax period ending on or before the Closing Date. Such Tax Returns shall be true, correct and complete, shall be prepared on a basis consistent with the similar Tax Returns for the immediately preceding taxable period, subject to applicable Rules, and shall not make, amend, revoke or terminate any Tax election or change any accounting practice or procedure without the prior written consent of Buyer. With the exception of the U.S. federal income Tax Return for the consolidated group of which Parent is the parent, Seller shall give a copy of each such Tax Return to Buyer at least thirty (30) days prior to filing for their review and comment and Seller shall make such revisions to such Tax Returns as are reasonably requested by Buyer and acceptable to Seller, which acceptance shall not unreasonably be withheld, delayed or conditioned. Buyer shall cause the Company and the Subsidiary to cooperate in connection with the preparation and filing of such Tax Returns, to timely pay the Tax shown to be due thereon (federalsubject to indemnification from Seller pursuant to Section 7.1(c) above) and to furnish Seller proof of such payment. Unless otherwise required by applicable Rules, state, local Buyer shall not amend or otherwise) cause to be amended any Tax Return of any Acquired Party of the Company or the Subsidiary that was filed with respect to a Pre-Closing Tax Period without the written consent of Seller, which consent shall not unreasonably be withheld, delayed or conditioned. (b) Buyer shall prepare (or cause to be prepared) and file (or cause to be filed) on a timely basis (taking into account valid extensions of time to file) all Tax Returns of the Company and the Subsidiary for taxable periods ending after the Closing Date. (c) Parent and Seller, jointly and severally, shall be responsible for (i) any Taxes of the Company and the Subsidiary for all Pre-Closing Tax Periods and Tax Return preparation costs incurred by the Company and the Subsidiary with respect to Tax Returns for all taxable periods that end ending on or before the Funding Closing Date and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file with respect to Taxes for Straddle Periods, (x) in the case of sales or cause to be filed all separate Returns ofuse Taxes, value-added Taxes, employment or payroll Taxes, withholding Taxes, transfer Taxes and any Taxes based upon, or that includerelated to, any Acquired Party income, profits or receipts, the amount of Taxes which would be payable if the taxable year ended with the Closing; and (y) in the case of other Taxes, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the applicable Straddle Period. Buyer shall be responsible for costs and expenses incurred by the Company and the Subsidiary for preparation of the Tax Returns for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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. (i) 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 Funding and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiia) Each party hereto shall, and shall cause its Subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Returnreturn, amended Return 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 at no cost to the requesting party of all relevant portions of relevant Returnsreturns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants 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 returns pursuant to this Agreement shall bear all costs of filing such Returnsreturns. (ivb) Each of the Company, Newco, TCI PalEx and each Stockholder the Stockholders shall comply with the Tax tax reporting requirements of Section 1.3511.368-3 of the Treasury Regulations promulgated under the Code, and shall treat the transaction as a tax-free contribution reorganization under Section 351(a368(a) of the Code subject to gain, if any, recognized on unless otherwise required by law. The parties have independently determined and hereby agree that the receipt of cash or other property transaction constitutes a tax-free reorganization under Section 351(b368(a) of the Code and specifically that: (i) Neither the Company nor PalEx is an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code. (ii) The fair market value of the assets of the Company exceeds the sum of its liabilities, plus the amount of liabilities, if any, to which the assets are subject. (iii) The Company is not under jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (iv) The fair market value of the PalEx Common Stock and other consideration received by the Stockholders, will be approximately equal to the fair market value of the Company Stock surrendered in the Merger. (v) There is no intercorporate indebtedness existing between PalEx and the Company that was issued, acquired, or will be settled at a discount. (vi) None of the compensation received by any Stockholder-employee of the Company after the Merger will be separate consideration for, or allocable to, any of their securities of the Company. None of the shares of PalEx Common Stock received by the Stockholders in the Merger will be separate consideration for, or allocable to, any employment agreement; and the compensation paid to the Stockholders in their capacity as employees including, but not limited to, amounts paid pursuant to the employment agreements between the Company and the Stockholders and incentive compensation in the form of stock options, will be for services actually rendered and will be commensurate with amounts paid to third parties bargaining at arm's- length for similar services. (vii) The proposed Merger is effected through the laws of the United States, a State thereof or the District of Columbia. (viii) The proposed Merger is being undertaken for reasons germane to the business of the Company.

Preparation and Filing of Tax Returns. (i) The Company, if possibleSeller shall timely prepare and file, or otherwise the Stockholders shall file or cause to be filed prepared and filed, all income Tax Returns of the Company and its Subsidiary with respect to any Tax period ending on or prior to the Closing Date, which are due after the Closing Date; provided, however, that Seller shall provide each such Tax Return to Buyer for its review and comment at least twenty (federal20) Business Days prior to the date on which such Tax Return is to be filed, stateand Seller shall consider in good faith any changes to each such Tax Return as are reasonably requested by Buyer. Such Tax Returns shall be prepared in a manner consistent with past practices except as required by applicable Law. The parties agree, local to the extent allowed by applicable Law, to deduct any deductions attributable to expenses incurred by the Company or otherwiseits Subsidiary (including, but not limited to, fees paid to legal and accounting advisors, deductions incurred in the connection with repaying of Indebtedness, compensation payments) with respect to the transactions contemplated by this Agreement on the Tax Returns of the Company for the taxable period that ends on the Closing. For purposes of this Agreement, the parties agree that seventy percent (70%) of success-based fees paid by the Company shall be deductible under Rev. Proc. 2011-29 and shall be deducted in the Pre-Closing Tax Period. (ii) Buyer shall timely prepare and file, or shall cause to be prepared and filed, all Tax Returns of the Company and its Subsidiary with respect to any Acquired Party Straddle Period at the expense of Buyer and the Company; provided, however, that Buyer shall provide each such Tax Return to Seller for all taxable periods that end its review and comment at least twenty (20) Business Days prior to the date on or before the Funding and Consummation Datewhich such Tax Return is to be filed, and Buyer shall permit TCI make any changes to review all each such Tax Return as are reasonably requested by Seller. Such Tax Returns shall be prepared in a manner consistent with past practices except as required by applicable Law. For all purposes of this Agreement, in the case of any Straddle Period of a Company or its Subsidiary, the amount of Taxes allocable to the Pre- Closing Tax Period portion of such Straddle Period shall be deemed to be: (1) in the case of real or personal property Taxes or similar Taxes imposed on a periodic basis, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of 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 (2) in the case of Taxes not described in (1) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, based upon production or occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended as of the end of the Closing Date. (iii) Unless required by applicable Law, without the prior written consent of Seller (such consent not to such filings. Unless be unreasonably withheld, conditioned or delayed), neither Buyer, the Company is a C corporationnor any of their Affiliates shall adopt or change any accounting method or, except as specifically contemplated under Section 5.10, file or amend any Tax Return, if such adoption, change, or amendment would have the Stockholders effect of increasing the Tax Liability of Seller or any of its direct or indirect owners or increase their indemnification obligations under this Agreement. (iv) Seller shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto income Taxes attributable to the transactions contemplated hereby reported on the consolidated, unitary or combined income Tax Returns that include the operations of the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date its Subsidiary prior to the filing thereofday following the Closing. (iii) 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 and independent certified public accountants 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. (iv) Each of the Company, Newco, TCI 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. (i) The Company, if possibleParent shall timely prepare and file, or otherwise the Stockholders shall file or cause to be filed timely prepared and filed, all income Tax Returns of the Company and its Subsidiaries with respect to Pre-Closing Tax Periods which are due after the Closing Date; provided, however, that Parent shall provide each such Tax Return to the Securityholder Representative for its review and comment at least forty-five (45) days prior to the date on which such Tax Return is to be filed. The Securityholder shall submit in writing to Parent within twenty one (21) days after receipt of such Tax Returns the Securityholder Representative’s comments on such Tax Returns (federal, state, local or otherwisethe “Tax Comments”) of and Parent shall consider in good faith such Tax Comments. Such Tax Returns shall be prepared in a manner consistent with past practice except as otherwise required by applicable Law. Parent shall cause any Acquired Party for all taxable periods that end amounts shown to be due on or before the Funding and Consummation Date, and shall permit TCI 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 remitted to the applicable Taxing Authorities no later than the due date of such Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueReturns. (ii) TCI If Parent and the Securityholder Representative are unable to reach agreement regarding the Tax Comments, then the Securityholder Representative and Parent jointly shall file or cause engage the Accounting Firm to resolve any Tax Comments that have not been resolved and to make a determination of such items. The parties shall request that the determination of the Accounting Firm shall be filed made within fifteen (15) days after its selection pursuant to procedures mutually agreeable to by Parent and the Securityholder Representative. The Accounting Firm shall resolve only the Tax Comments that are still in dispute and make a determination on the Tax Comments, which shall be conclusive and binding on all separate Returns of, or that include, any Acquired Party for all taxable periods ending after parties. If the Funding and Consummation Date, and shall permit Accounting Firm is unable to resolve the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date Tax Comments prior to the filing thereofdue date of such Tax Return, the Parent shall file such Tax Return by the due date, and amend such Tax Return, if necessary, to reflect any decision of the Accounting Firm and the Securityholder Representative shall consent to such amendment. (iii) Each party hereto shallFor so long as there are funds in the Indemnity Escrow Account (including funds reserved for filed claims related to Taxes), and none of Parent, Merger Sub, the Surviving Corporation or any of their Subsidiaries or Affiliates shall cause amend any Tax Returns of the Company or its Subsidiaries and Affiliates to, provide to each for any Pre-Closing Tax Period without the prior written consent of the other parties hereto Securityholder Representative if such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim amendment could create a Loss for refund, determining which a liability for Taxes or Parent Indemnitee is entitled to indemnification unless such amendment is required to effect 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject settlement reached pursuant to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements terms 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 Code6.18(f).

Preparation and Filing of Tax Returns. 2.1 Preparation and Filing of Pre-Acquisition Period Tax Returns. (ia) The Company, if possible, or otherwise the Stockholders HFS shall prepare and timely file or cause to be prepared and timely filed (in each case, at its own cost and expense and in a manner consistent with past practice) all income Tax Returns of the Pre-Acquisition HFS Group and any Member thereof for any Pre-Acquisition Period. (federal, state, local or otherwiseb) of any Acquired Party for all taxable periods that end on or before To the Funding and Consummation extent not filed prior to the IPO Date, and Spinco shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay prepare or cause to be paid all Tax liabilities prepared (in excess each case, at its own cost and expense and in a manner consistent with past practice) all consolidated Federal and consolidated, combined, unitary and similar state and local income Tax Returns of all amounts already paid with respect thereto the Pre-Acquisition Avis Group and any Member thereof for any Pre-Acquisition Period. For purposes of this Section 2.1(b), Spinco shall prepare or properly accrued cause to be prepared a combined income tax return for New York State. At least 30 days prior to the Due Date of any Tax Return which Spinco is required to prepare (or reserved with respect thereto on the Company Financial Statementscause to be prepared) shown by pursuant to this Section 2.1(b), Spinco shall deliver such Tax Returns to HFS. Upon its consent, HFS shall timely file (or cause to be duetimely filed) such Tax Returns. (iic) TCI Spinco shall prepare and timely file or cause to be prepared and timely filed (in each case, at its own cost and expense and in a manner consistent with past practice) all separate Tax Returns ofnot described in Section 2.1(b) of this Agreement required to be filed by the Pre-Acquisition Avis Group or any Member thereof for any Pre-Acquisition Period, provided, however, that with respect to any Tax Return of Avis, Wizard, Wizcom or that include, any Acquired Party for all taxable periods Preferred Holidays relating to a Straddle Period beginning on or before the Acquisition Date and ending after the Funding Acquisition Date with respect to which HFS is liable for any amount of Tax shown to be due thereon pursuant to this Agreement, Spinco shall prepare or cause to be prepared (in each case, at its own cost and Consummation Dateexpense and in a manner consistent with past practice) such Tax Return and, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date at least 30 days prior to the filing Due Date thereof. (iii) Each party hereto shall, and shall deliver or cause to be delivered such Tax Return to HFS for 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 Returnsreview, 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 and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation statement showing in reasonable detail Spinco's calculation of any documents Taxes attributable to such Straddle Period for which HFS is liable. Any disputes regarding such calculations shall be resolved in accordance with Article IX of this Agreement. HFS shall timely file or information so provided. Subject cause to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing be timely filed such Tax Returns. (iv) Each of the Company, Newco, TCI 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. Pfizer shall prepare and timely file or shall cause to be prepared and timely filed all Federal, state, local and foreign Tax Returns in respect of the Conveyed Subsidiaries, their Subsidiaries and the Asset Selling Corporations, their assets or activities that (i) The Company, if possibleare required to be filed (taking into account extensions) on or before the Closing Date, or otherwise (ii) are required to be filed (taking into account extensions) after the Stockholders Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates, or (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any tax period ending on or before the Closing Date, or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all income other Tax Returns (federalrequired of the Conveyed Subsidiaries and their Subsidiaries, state, local or otherwise) in respect of any Acquired Party for all taxable their assets or activities or required to be filed after the Closing Date with respect to the Conveyed Assets or the Business. Any such Tax Returns that include periods that end ending on or before the Funding and Consummation Closing Date or that include the activities of the Conveyed Subsidiaries or their Subsidiaries or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Subsidiaries or their Subsidiaries or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, and shall permit TCI to review all be on a basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Subsidiaries or their Subsidiaries or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes that there is no reasonable basis for such position. With respect to any Tax Return required to be filed by the Purchaser for a taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the Purchaser shall deliver, at least 20 days prior to the due date for the filing of such filingsTax Return (taking into account extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Section 7.4(g)(i) and (iii) and copies of such Tax Return. Unless Pfizer shall have the Company right to review such Tax Return and the statement prior to the filing of such Tax Return. Pfizer and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and statement and mutually to consent to the filing as promptly as possible of such Tax Return. Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Subsidiaries or any of their Subsidiaries with respect to which Purchaser is a C corporation, the Stockholders shall pay not obligated to prepare or cause to be paid all prepared the original such Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 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 and independent certified public accountants 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.this (iva) Each without the prior written consent of Pfizer (which consent shall not be unreasonably withheld). Notwithstanding any other provision of this agreement, (i) Pfizer and Purchaser agree that, at the Companyoption of Purchaser, Newco, TCI an election shall be jointly made by Pfizer and each Stockholder shall comply with the Tax reporting requirements of Purchaser pursuant to Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a338(h)(10) of the Code subject with respect to gainthe acquisition by Purchaser of the stock of any Conveyed Subsidiary that is a member of a U.S. Consolidated Tax Return group, in which event Pfizer shall be solely responsible for, and shall pay, any and all Taxes resulting from such an election with respect to a Conveyed Subsidiary but Purchaser shall reimburse Pfizer to the extent that such Taxes, computed at the highest marginal corporate tax rate with respect to the gain realized from such election, exceeds the amount of Taxes that would have been payable by Pfizer in respect of its sale of the stock of such Conveyed Subsidiary absent such election (including any Taxes resulting from such reimbursement); provided that the amount for which Purchaser shall be obligated to reimburse Pfizer hereunder shall be limited to $105 million in the aggregate for all eligible Conveyed Subsidiaries, or $60 million in the aggregate if anyelections are made only with respect to Xxxxxxxxx USA and XXXXXXXXX/NAMIC (Purchaser shall make payment of such reimbursement within 30 days of Pfizer's quarterly federal estimated income tax payment immediately following Closing), recognized on the receipt of cash or other property and (ii) Purchaser may, at its option, make an election under Section 351(b338(g) of the CodeCode with respect to its purchase of any Conveyed Subsidiary not included in a U.S. Consolidated Tax Return group, in which event Purchaser shall be solely responsible for preparing the separate return reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes.