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

Preparation and Filing of Tax Returns. (a) The Stockholders shall file or cause to be filed all Tax Returns for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Stockholders will pay to the Company within 15 days of 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 portion of such taxable period ending on the Closing Date. For purposes of this section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date will (x) in the case of any Taxes other than Taxes measured with respect to income (whether or not denominated income taxes), 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 the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax measured with respect to income (whether or not denominated an income tax), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the Company. (d) Any Tax refunds that are received by LandCARE or the Company relating to any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) 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 Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Preparation and Filing of Tax Returns. (a1) The Stockholders shall file or cause With respect to be filed all each Tax Returns for all Return covering a taxable periods that end period ending on or before the Closing Date that is required to be filed after the Closing Date for, by or with respect to Mallard or any subsidiary of Mallard (other than the Tax Returns described in Section 8(a)(3)), EVI shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all items of income, gain, loss, deduction and credit or other items (collectively "Tax Items") required to be included therein, and shall deliver the original of such Tax Return to Parkxx xx least 30 days prior to the due date (including extensions) of such Tax Return. If the amount of the Tax shown to be due on such Tax Return exceeds the amount reflected as a current liability for such Tax on the Closing Balance Sheet, EVI shall pay to Parkxx xxx amount of such excess not less than 5 days prior to the due date of such Tax Return. Parkxx xxxll cause Mallard or the respective subsidiary of Mallard to file timely such Tax Return with the appropriate taxing authority and to pay the amount of Taxes shown to be due on such Tax Return. (2) With respect to each Tax Return covering (i) a taxable period beginning on or before the Closing Date and ending after the Closing Date or, (ii) a taxable period beginning after the Closing Date, but that is required to be filed after the Closing Date for, by or with respect to Mallard or any subsidiary of Mallard (other than the Tax Returns described in each case only after LandCARE has reviewed Section 8(b)(3)), Parkxx xxxll cause such filings Tax Return to be prepared and consented theretoshall cause to be included in such Tax Return all Tax Items required to be included therein. The Stockholders Parkxx xxxll determine (by an interim closing of the books as of the Closing Date except for ad valorem Taxes and franchise Taxes based on capital which shall be prorated on a daily basis) the portion, if any, of the Tax due with respect to the period covered by such Tax Return which is attributable to Mallard or the respective subsidiary of Mallard for a Pre-Closing Taxable Period. At least 30 days prior to the due date (including extensions) of such Tax Return, Parkxx xxxll deliver to EVI a copy of such Tax Return and of its determinations. If the amount of Tax so determined to be attributable to the Pre-Closing Taxable Period exceeds the amount reflected as a current liability for such Tax on the Closing Balance Sheet, EVI shall pay all to Parkxx xxx amount of such excess Tax liabilities not less than 5 days prior to the due date of such Tax Return. Parkxx xxxll cause Mallard or the respective subsidiary of Mallard to file timely such Tax Return with the appropriate taxing authority and to pay timely the amount of Taxes shown to be due on such Tax Return. (3) EVI shall cause to be included in the consolidated federal income Tax Returns (and the state income Tax Returns of any state that permits consolidated, combined or unitary income Tax Returns, if any) of any group of corporations that includes EVI and Mallard or any subsidiary of Mallard (the "EVI Group") for all periods ending on or prior to the Closing Date. (b) LandCARE shall file before or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Stockholders will pay to the Company within 15 days of 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 portion of such taxable period ending on the Closing Date. For purposes of this section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) include the Closing Date, all Tax Items of Mallard and the portion subsidiaries of Mallard which are required to be included therein, shall file timely all such Tax which relates to Returns with the portion of such taxable period ending on the Closing Date will (x) in the case of any appropriate taxing authorities and shall pay timely all Taxes other than Taxes measured due with respect to income the periods covered by such Tax Returns. (whether or not denominated income taxes), be deemed 4) Any Tax Return 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 the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax measured with respect to income (whether or not denominated an income tax), be deemed equal prepared pursuant to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes provisions of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will Section 8 shall be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made prepared in a manner consistent with practices followed in prior practice of the Company. (d) Any Tax refunds that are received by LandCARE or the Company relating years with respect to any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) 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 similar Tax Returns, amended Tax Returns or claim except for refund, determining a liability for Taxes or a right to refund of Taxes or changes required by changes in conducting any audit or other proceeding with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returnslaw.

Preparation and Filing of Tax Returns. (a) The Stockholders 11.3.1. Other than with respect to Genzyme Genetic Counseling and G-Path, the Seller shall prepare and timely file or cause to be filed all Tax Returns in respect of the Transferred Assets and the Business for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. Purchaser will prepare and timely file all other Tax Returns, other than with respect to Genzyme Genetic Counseling and G-Path, that are required to be filed in respect of the Transferred Assets and the Business (other than a Selling Person’s Consolidated Return). (b) LandCARE 11.3.2. The Seller shall file timely prepare and file, or cause to be filed filed, all separate Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause that are required to be filed any Tax Returns of the Company for taxable periods which begin on or before the Closing Date by or with respect to Genzyme Genetic Counseling and end G-Path. The Seller shall timely prepare all separate Tax Returns that are required to be filed on or after the Closing Date by or with respect to Genzyme Genetic Counseling and G-Path for any taxable period ending on or before the Closing Date. The Stockholders will pay Seller shall pay, or cause to be paid, all Taxes shown to be due on such Tax Returns (other than Tax Returns relating to VAT or Transfer Taxes). 11.3.3. The Seller shall timely prepare and file, or cause to be filed, all separate Tax Returns that are required to be filed on or before the Company within 15 days of the date on which Taxes are paid Closing Date by or with respect to such periods an amount equal Genzyme Genetic Counseling and G-Path. The Seller shall timely prepare all separate Tax Returns that are required to be filed on or after the portion of such Taxes which relates Closing Date by or with respect to the portion of such Genzyme Genetic Counseling and G-Path for any taxable period ending on or before the Closing Date. For purposes of this sectionThe Seller shall pay, in the case of any or cause to be paid, all Taxes that are imposed shown to be due on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date will Returns (x) in the case of any Taxes other than Taxes measured with respect to income (whether or not denominated income taxes), 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 the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax measured with respect to income (whether or not denominated an income tax), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit Returns relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the CompanyVAT or Transfer Taxes). (d) Any Tax refunds that are received by LandCARE or the Company relating to any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) 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 Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Preparation and Filing of Tax Returns. (a) The Stockholders Shareholder shall file or cause to be filed all Tax Returns for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any all federal and state income Tax Returns returns for all taxable periods of the Company ending on or prior to the Closing Date. Such Tax returns shall be prepared on a basis consistent with past practice. Shareholder shall be responsible for the payment of all taxes attributable to such Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Stockholders will Buyer shall be responsible for the payment of all amounts due on such Tax returns. Shareholder shall pay to the Company Buyer within 15 thirty (30) days of after the date on which Taxes are paid paid, with respect to such periods periods, an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date will shall (x) in the case of any Taxes other than Taxes measured with respect based upon or related to income (whether or not denominated income taxes)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 the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax measured with respect based upon or related to income (whether or not denominated an income tax), receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit Any credits relating to a taxable period that begins before and ends after the Closing Date, Date shall be taken into account as though the portion of such Tax credit which relates to the portion of such relevant taxable period ending ended on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable periodDate. All determinations necessary to give effect to the foregoing allocations will shall be made in a manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this Section. (db) Any Tax refunds that are received by LandCARE or The Shareholder shall have responsibility for the Company relating to conduct of any Tax period audit of the Company for any taxable period ending on or prior to the Closing Date will belong Date; PROVIDED, HOWEVER, that in the event that the Shareholder receives notice of a claim from the IRS or any other taxing authority the Shareholder shall promptly, but in any event within five (5) business days, notify Buyer of such claim and of any action taken or proposed to be taken. In the event Buyer wishes to participate in such audit it may do so at its own cost and expense. Notwithstanding any indication in this Agreement to the Stockholders. The LandCARE and contrary, the Shareholder shall not agree to an adjustment in a federal or state income tax audit, appeals procedure or judicial proceeding that will adversely impact the Company agree to promptly pay in tax periods after the Stockholders any refunds received by LandCARE or Closing Date without the Company that belong to the Stockholders pursuant to the preceding sentenceprior written consent of Buyer, which consent shall not be unreasonably withheld. (ec) Each party hereto shallAll tax attributes of the Company as of the Closing Date computed on a separate company basis shall remain with the Company after the Closing. (d) Unless provided for in the Final Balance Sheet, any Tax refunds, that are received by Buyer or Company, and any amounts credited against Tax to which Buyer or Company become entitled, that relate to tax periods or portions thereof ending on or before the Closing Date shall cause its subsidiaries be for the account of Shareholder, without setoff, counterclaim, or right of recoupment, and affiliates to, provide Buyer shall pay over to each of Shareholder any such refund or the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation amount of any documents such credit within fifteen (15) days after receipt 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 returnsentitlement thereto.

Preparation and Filing of Tax Returns. (a) The Stockholders Shareholder shall file or cause to be filed all Tax Returns for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any all federal and state income and employer Tax Returns returns for all taxable periods of the Company ending on or prior to the Closing Date. Such Tax returns shall be prepared on a basis consistent with past practice. Notwithstanding the provisions of paragraph 1.3, Shareholder shall be responsible for the payment of all taxes attributable to such periods and Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Stockholders will Buyer shall be responsible for the payment of all amounts due on such Tax returns. Notwithstanding the provisions of paragraph 1.3, Shareholder shall pay to the Company Buyer within 15 thirty (30) days of after the date on which Taxes are paid paid, with respect to such periods periods, an amount equal to the portion of such Taxes which relates to the portion of such taxable period 16 ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements and covered by cash left in the Company at closing for payment of such taxes. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date will shall (x) in the case of any Taxes other than Taxes measured with respect based upon or related to income (whether or not denominated income taxes)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 the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax measured with respect based upon or related to income (whether or not denominated an income tax), receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit Any credits relating to a taxable period that begins before and ends after the Closing Date, Date shall be taken into account as though the portion of such Tax credit which relates to the portion of such relevant taxable period ending ended on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable periodDate. All determinations necessary to give effect to the foregoing allocations will shall be made in a manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this Section. (b) The Shareholder shall have responsibility for the conduct of any audit of the Company for any taxable period ending on or prior to the Closing Date; provided, however, that in the event that the Shareholder receives notice of a claim from the IRS or any other taxing authority the Shareholder shall promptly, but in any event within five (5) business days, notify Buyer of such claim and of any action taken or proposed to be taken. In the event Buyer wishes to participate in such audit it may do so at its own cost and expense. Notwithstanding any indication in this Agreement to the contrary, the Shareholder shall not agree to an adjustment in a federal or state income tax audit, appeals procedure or judicial proceeding that will adversely impact the Company in tax periods after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (c) All tax attributes of the Company as of the Closing Date computed on a separate company basis shall remain with the Company after the Closing. (d) Any Tax refunds refunds, that are received by LandCARE Buyer or Company, and any amounts credited against Tax to which Buyer or Company become entitled, that relate to tax periods or portions thereof ending on or before the Company relating to any Tax period Closing Date shall remain an assets of the Company ending on or prior to the Closing Date will belong to the Stockholdersafter closing. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence.17 (e) Each party hereto shallShareholder shall be responsible for payment of any and all personal income, and shall cause its subsidiaries and affiliates tosales, provide to each use or transaction taxes arising as a result of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Returns, amended 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 with respect 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 transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returnsAgreement.

Preparation and Filing of Tax Returns. (a) The Stockholders Seller shall file or cause to be filed all Tax Returns for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared at its own expense all Covered Income Tax Returns and deliver such Covered Income Tax Returns to Buyer at least fifteen (15) Business Days prior to the due date (after any extensions) of any such Tax Return; provided that Buyer may review and comment on such Covered Income Tax Returns and Seller shall consider Buyer’s comments with respect to such Covered Income Tax Returns in good faith. All Covered Income Tax Returns shall be filed consistent with past practice to the extent permitted by law. Buyer shall timely file or cause to be timely filed any all Covered Income Tax Returns as prepared by Seller (with any Buyer comments determined by Seller in good faith to be acceptable incorporated). For the avoidance of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Stockholders will pay doubt, Buyer is entitled to the Company within 15 days of the date on which Taxes are paid seek indemnification from Seller with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date. For purposes of this section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date will (x) in the case of any Taxes other than Taxes measured shown as due with respect to income Covered Income Tax Returns pursuant to and to the extent provided in Section 8.08. (whether b) Buyer shall prepare or not denominated income taxes), be deemed cause to be prepared at its own expense all Straddle Income Tax Returns and deliver such Straddle Income Tax Returns to Seller at least twenty (20) Business Days prior to the amount due date (after any extensions) of any 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 the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Return; provided that all Straddle Income Tax measured with respect to income (whether or not denominated an income tax), Returns shall be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made prepared in a manner consistent with Seller’s past practice, and Seller may review and comment on such Straddle Income Tax Returns and Buyer shall cause any revision reasonably requested by Seller on such Straddle Income Tax Return to be reflected prior practice to filing such Tax Return. To the extent that a Tax item with respect to any transactions in the Pre-Closing Reorganization is reflected on a Straddle Income Tax Return, such item shall be reported in a manner determined by Seller in its sole discretion, provided if that if Buyer determines that it is not permitted to file such Straddle Income Tax Return in such manner under Applicable Law, Buyer and Seller shall jointly retain an Accounting Referee to resolve the disputed items. The costs, fees and expenses of the CompanyAccounting Referee shall be borne in the manner described in Section 2.10(c). (dc) Any Buyer and Seller shall reasonably cooperate in good faith to determine whether any Chinese Tax refunds Filings are required to be filed with any Governmental Authority having jurisdiction over such Chinese Tax Filings (the “Chinese Tax Authorities”) in connection with the transactions contemplated by this Agreement. To the extent that the parties reasonably determine that any such Chinese Tax Filings are received by LandCARE required to be filed with the Chinese Tax Authorities, Seller shall prepare, or cause to be prepared, any such Chinese Tax Filings. In connection with the Company relating preparation of the Chinese Tax Filings, the parties agree that for purposes of determining the amount of Income Tax due and payable to any Chinese Tax period Authorities on the China-related transactions contemplated by this Agreement (“Chinese Tax Amount”), such Chinese Tax Amount shall be calculated on the basis of the Company ending on or net capital gain realized for tax purposes as a result of such China-related transfers (as opposed to the gross purchase price allocable to such China-related transfers as set forth in Exhibit C). Seller shall deliver the Chinese Tax Filings to Buyer at least five (5) Business Days prior to the Closing Date will belong due date (after any extensions) of the Chinese Tax Filings; provided that Buyer may review and comment on such Chinese Tax Filings and Seller shall consider Buyer’s comments with respect to the Stockholderssuch Chinese Tax Filings in good faith. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) Each party hereto Seller shall, and shall cause its subsidiaries Affiliates and affiliates their respective Representatives to, provide use reasonable best efforts to each minimize the amount of Chinese Tax Amount owed to the Chinese Tax Authorities in connection with the transactions contemplated hereby and timely file any Chinese Tax Filings. Buyer shall pay or reimburse Seller for any Chinese Tax Amount imposed by Chinese Tax Authorities on the China-related transactions contemplated by this Agreement (regardless of whether such amounts imposed are calculated on the basis of the other parties hereto such cooperation and information net capital gain tax realized for tax purposes). As soon as any of them reasonably may request in filing any Tax Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation practicable after payment of any documents or information so provided. Subject Chinese Tax Amount paid by Seller, Seller shall deliver to Buyer a certified copy of the preceding sentence, each party required to file tax returns pursuant to this Agreement shall bear all costs of filing receipt(s) issued by the appropriate Chinese Tax Authorities evidencing such tax returnspayment.

Preparation and Filing of Tax Returns. (a) The Stockholders Principal Sellers shall file or cause to be filed prepared (at their expense) all Tax Returns of the Companies and Subsidiaries for all taxable periods Pre-Closing Tax Periods (other than a Pre-Closing Tax Period that end on or before the Closing Date, but in each case only is part of an Overlap Period) that are due after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE Buyer shall file or cause each Tax Return referred to in Section 5.5(a) to be signed and timely filed and all Taxes shown as due on such Tax Return to be timely paid. At least thirty (30) days prior to the due date (including extensions) of such Tax Return, the Principal Sellers shall cause such Tax Return to be delivered to Buyer, and if such Tax Return reflects positions or report items in a manner which is inconsistent with returns for prior periods, such Tax Returns shall not be filed without Buyer's written consent, which shall not be unreasonably withheld. At least three (3) days prior to such due date (including extensions), the Principal Sellers shall provide Buyer with sufficient funds to pay any liability for all taxable periods ending after Taxes shown as due on such Tax Return, but only to the Closing Dateextent that the amount due from Sellers exceeds the Tax Reserve (reduced by any prior offsets pursuant to Section 8.3(a) or this Section 5.5). (c) LandCARE will prepare or Buyer shall cause to be prepared (at its expense) and file or cause to be timely filed any all Tax Returns of the Company for taxable periods which begin before Companies and Subsidiaries that include Pre-Closing Tax Periods and are due after the Closing Date other than Tax Returns referred to in Section 5.5(a) and end after shall cause all Taxes shown as due on such Tax Returns to be timely paid. Buyer shall cause each such Tax Return to be delivered to the Principal Sellers for their review at least thirty (30) days prior to the due date (including extensions) of such Tax Return and if the taxable income for a Company or any Subsidiary in respect of a particular Pre-Closing DateTax Period is in excess of $25,000, such Tax Return shall not be filed without their written consent, which shall not be unreasonably withheld. The Stockholders will At least three (3) days prior to the due date (including extensions) of such Tax Return, Sellers shall pay to the Company within 15 days of the date on which Taxes are paid with respect to such periods Buyer an amount equal to the portion of such Taxes which relates due and attributable to the portion of such taxable period ending on the Pre- Closing Date. For purposes of this section, Tax Period included in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates Return (as determined under Section 5.6, but only to the portion of such taxable period ending on the Closing Date will (x) in the case of any Taxes other than Taxes measured with respect to income (whether or not denominated income taxes), be deemed to be extent that the amount of such due from the Principal Sellers exceeds the Tax for the entire taxable period multiplied Reserve (reduced by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (yany prior offsets pursuant to Section 8.3(a) in the case of any Tax measured with respect to income (whether or not denominated an income taxthis Section 5.5), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the Company. (d) Any If a Tax refunds that are received by LandCARE Return referred to in Section 5.5(b) or Section 5.5(c) is to be filed pursuant to a valid extension, the Company relating Principal Sellers shall pay to any Tax period of the Company ending on or Buyer, at least three (3) days prior to the Closing Date will belong due date of the Tax Return without regard to such extension, an amount equal to the Stockholders. The LandCARE Taxes due and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong attributable to the Stockholders applicable Pre-Closing Tax Period, but only to the extent that the amount due from the Principal Sellers exceeds the Tax Reserve (reduced by any prior offsets pursuant to the preceding sentence. (eSection 8.3(a) Each party hereto shall, and or this Section 5.5). Buyer shall cause its subsidiaries the Taxes due on the due date without regard to extensions to be timely paid. Appropriate adjustments shall be made between the parties as necessary, if at the time the Tax Return is actually filed, the Taxes due 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 Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject attributable to the preceding sentencePre-Closing Tax Period are more or less than the amount, each party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returnsif any, previously paid by the Principal Sellers.

Preparation and Filing of Tax Returns. (a) The Stockholders shall file Seller will prepare and timely file, or cause to be filed prepared and timely filed, all Tax Returns required to be filed by any Acquired Entity or solely in respect of the other Acquired Assets that are (i) required to be filed (taking into account any applicable extensions) on or before the Closing Date or (ii) required to be filed (taking into account any applicable extensions) after the Closing Date for all taxable periods that end any Tax period ending on or before the Closing Date. Seller will prepare any Tax Return described in clause (ii) of the immediately preceding sentence on a basis consistent with the past practices with respect to previously filed Tax Returns, but except to the extent otherwise required by applicable Law, and will deliver to Acquiror any such Tax Return (other than Transfer Tax documentation, which is addressed in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or Section 8.06), together with any additional information relating thereto that Acquiror may reasonably request, at least 30 days prior to the Closing Date. due date for filing such Tax Return (b) LandCARE shall file or cause taking into account any applicable extensions). Acquiror will have the right to be filed all review any such Tax Returns Return and additional information, if any, prior to the filing of such Tax Return, and Seller will consider in good faith any comments submitted by Acquiror at least ten days prior to the due date of such Tax Return before delivering such Tax Return to Acquiror for all taxable periods ending after the Closing Date. (c) LandCARE filing. Acquiror will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Acquired Entities or solely in respect of the other Acquired Assets for a Straddle Period. Any such Tax Return required to be filed in respect of a Straddle Period will be prepared on a basis consistent with the past practices with respect to previously filed Tax Returns, except to the extent otherwise required by applicable Law. Acquiror will deliver to Seller, at least 30 days prior to the due date for the filing of such Straddle Period Tax Return (taking into account any applicable extensions), a statement setting forth the amount of Tax for which Seller is responsible pursuant to Sections 8.04(a), 8.04(b) and 8.04(c). Acquiror will also deliver a copy of such Tax Return, together with any additional information relating thereto that Seller may reasonably request, and Seller will have the right to review such Straddle Period Tax Return, statement and additional information, if any, prior to the filing of such Tax Return, and Acquiror will consider in good faith any comments submitted by Seller at least ten days prior to the due date of such Tax Return before filing such Tax Return. Neither Acquiror nor any of its Affiliates (including any Acquired Entity) will file a Tax Return or agree to any waiver or extension of the statute of limitations relating to Taxes with respect to any Acquired Entity or the other Acquired Assets for a Tax period ending on or before the Closing Date or a Straddle Period, in each case, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), provided that this sentence shall not prevent Acquiror from filing any such Tax Return on the due date for filing such Tax Return (taking into account any applicable extensions). (b) The Party required by applicable Law to pay the Taxes due with respect to Tax Returns prepared and filed in accordance with Section 8.01(a) will timely pay such Taxes to the applicable Taxing Authority when due. At least five Business Days prior to the due date for the payment of such Taxes, the other Party will pay the amount of such Taxes for which it is responsible pursuant to this Article VIII (including as determined pursuant to Section 8.04(c)), if any, to the first Party. Acquiror will pay or cause to be filed any Tax Returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Stockholders will pay paid to the Company within 15 days of the date on which applicable Taxing Authority all other Taxes are required to be paid by or with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date. For purposes of this section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date will (x) in the case of any Taxes other than Taxes measured with respect to income (whether or not denominated income taxes), 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 the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax measured with respect to income (whether or not denominated an income tax), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the Company. (d) Any Tax refunds that are received by LandCARE Acquired Entity or the Company relating to any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentenceother Acquired Assets. (e) 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 Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Preparation and Filing of Tax Returns. (a) The Stockholders With respect to any Pass-Through Tax, each of the Sellers and the Buyer shall file or cause to be filed all included in the Tax Returns of such Party (or its Consolidated Group) for any Pre-Closing Tax Period, and Buyer shall cause to be included in the Tax Returns of Buyer for any Post-Closing Tax Period, all taxable periods items of income, gain, deduction, loss, or credit ("Tax Items") of the Company that end are allocable to such respective period, shall each cause such respective Tax Returns to be timely filed with the appropriate Taxing Authorities, and shall each be responsible for the timely payment (and entitled to any refund) of all such Pass-Through Taxes due or attributable to their respective Tax Returns. In calculating such Pass-Through Taxes, the Tax Items of the Company shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on or before an interim closing of the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending books of the Company as of the close of business on or prior to the Closing Date. (b) LandCARE shall file or cause With respect to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Return covering a taxable periods which begin period beginning on or before the Closing Date and end ending after the Closing Date. The Stockholders will pay Date that is required to be filed after the Company within 15 days of the date on which Taxes are paid Closing Date with respect to the Company, Buyer shall cause such periods an amount equal Tax Return to be prepared in a manner consistent with practices followed in prior years, except as otherwise required by Law or fact, and shall cause to be included in such Tax Return all Tax Items required to be included therein. At least thirty (30) days prior to the portion due date (including extensions) of such Tax Return Buyer shall furnish a copy of such Tax Return to Sellers, and (in the case of a Tax Return that does not relate to a Pass-Through Tax) Buyer shall also furnish to Sellers a statement setting forth the amount of Taxes which relates attributable to the portion Pre-Closing Tax Period ("STRADDLE PERIOD TAXES") and each Seller's proportionate share of such Straddle Period Taxes. Buyer shall permit Sellers to review and comment on any Tax Return required to be furnished by Buyer to Sellers under this section 6.2(b). Buyer and Sellers shall work in good faith to agree upon the manner in which any such Tax Return is prepared (including the treatment of any Tax Items on such Tax Return) and the Taxes attributable to the Pre-Closing Tax Period and, failing such agreement, shall resolve the matter in a manner consistent with the dispute resolution procedures described in Section 11.15 of this Agreement. Straddle Period Taxes shall be calculated as though the taxable period ending year of the Company terminated as of the close of business on the Closing Date. For purposes of this section; provided, however, that in the case of any a Tax not based on income, receipts, proceeds, profits or similar items, such Straddle Period Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates shall be equal to the portion of such taxable period ending on the Closing Date will (x) in the case of any Taxes other than Taxes measured with respect to income (whether or not denominated income taxes), be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire taxable period, and (y) in the case of any Tax measured with respect to income (whether or not denominated an income tax), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the Company. (d) Any Tax refunds that are received by LandCARE or the Company relating to any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) 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 Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Preparation and Filing of Tax Returns. (a) The Stockholders shall file or cause With respect to be filed all each Tax Returns for all Return covering a taxable periods that end period ending on or before the Closing Date that is required to be filed after the Closing Date for, by or with respect to the Anschutz Subsidiaries (other than the Tax Returns described in Section 10.01(c)), Anschutz shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all items of income, gain, loss, deduction and credit or other items (collectively "TAX ITEMS") required to be included therein, and shall deliver the original of such Tax Return to Forest at least 30 days prior to the due date (including extensions) of such Tax Return. Anschutz shall pay to Forest the amount of any Anschutz Taxes shown to be due on such Tax Return not less than five days prior to the due date of such Tax Return. Forest shall cause the Anschutz Subsidiaries to file timely such Tax Return with the appropriate taxing authority and to pay the amount of Taxes shown to be due on such Tax Return. (b) With respect to each Tax Return covering (i) a taxable period beginning on or before the Closing Date and ending after the Closing Date or, (ii) a taxable period beginning after the Closing Date, but that is required to be filed after the Closing Date for, by or with respect to the Anschutz Subsidiaries (other than the Tax Returns described in each case only after LandCARE has reviewed Section 10.01(c)), Forest shall cause such filings Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein. Forest shall determine the portion, if any, of the Tax due with respect to the period covered by such Tax Return which is an Anschutz Tax. At least 30 days prior to the due date (including extensions) of such Tax Return, Forest shall deliver to Anschutz a copy of such Tax Return and consented theretoof its determinations. The Stockholders Anschutz shall pay all to Forest the amount of the Anschutz Tax liabilities reflected on the Tax Return not less than five days prior to the due date of such Tax Return. Forest shall cause the Anschutz Subsidiaries to file timely such Tax Return with the appropriate taxing authority and to pay timely the amount of Taxes shown to be due on such Tax Return. (c) Anschutz shall cause to be included in the consolidated federal, state and country income Tax Returns, if any, of the Anschutz Group for all periods ending on or prior to the Closing Date. (b) LandCARE shall file before or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Stockholders will pay to the Company within 15 days of 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 portion of such taxable period ending on the Closing Date. For purposes of this section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) include the Closing Date, all Tax Items of the portion of Anschutz Subsidiaries that are required to be included therein, shall file timely all such Tax which relates to Returns with the portion of such taxable period ending on the Closing Date will (x) in the case of any appropriate taxing authorities and shall pay timely all Taxes other than Taxes measured due with respect to income (whether or not denominated income taxes), be deemed to be the amount of periods covered by 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 the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax measured with respect to income (whether or not denominated an income tax), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the CompanyReturns. (d) Any Tax refunds that are received by LandCARE or the Company relating to any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) 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 Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Preparation and Filing of Tax Returns. (ai) The Stockholders CTI and Seller shall file or cause to be filed all Tax Returns of the Target Entities for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings . CTI and consented thereto. The Stockholders Seller shall pay or cause to be paid all Tax liabilities for all periods ending on or prior shown by such Tax Returns to be due (other than income Taxes to the extent specifically reserved for on the Closing DateBalance Sheet and any schedules thereto.) (bii) LandCARE Buyer shall file or cause to be filed all Tax Returns of the Target Entities for all taxable periods ending after the Closing Date. (ciii) LandCARE will With respect to any Tax Return of a Target Entity for a taxable period that begins on or before and ends after the Closing Date (a "Straddle Period Return"), Buyer shall deliver a copy of such Tax Return to CTI at least 45 calendar days prior to the due date therefore (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 based on sub-paragraph (v) of this Section 5.12(a). Such Tax Return and allocation shall be final and binding on CTI, unless, within 20 calendar days after the date of receipt by CTI of such Tax Return and allocation, CTI delivers to Buyer a written request for changes to such Tax Return or allocation. Buyer shall adopt and incorporate in said returns changes reasonably requested by CTI. In the event that Buyer disagrees with CTI's written request for changes, it shall notify CTI in writing no more than five calendar days after its receipt of CTI's written request for changes. If CTI shall, within five calendar days after its receipt of notification of Buyer's disagreement, provide Buyer with an opinion of an independent accounting firm reasonably satisfactory to CTI and Buyer that substantial authority exists for the position advocated by CTI, Buyer shall prepare the Tax Return consistent with the changes suggested by CTI. (iv) In the case of each Straddle Period Return, not later than (i) five Business Days before the due date (including any extension thereof) for payment of Taxes with respect to such Tax Return or (ii) in the event of a dispute, five Business Days after the resolution thereof either by mutual agreement of the parties or by a determination of an independent accounting firm reasonably satisfactory to CTI and Buyer, CTI shall pay or cause to be prepared and file or cause paid to be filed any Tax Returns Buyer the portion of the Company for taxable periods which begin before Taxes set forth on such Tax Return that are allocable to the Pre-Closing Period that has not been previously paid by CTI to Buyer or to the appropriate taxing authority, after giving effect to any agreement of the parties or any determination by the independent accounting firm, net of any payments made prior to the Closing Date in respect of such Taxes, whether as estimated Taxes or otherwise, and end after net of any income Taxes to the extent specifically reserved for on the Closing Date. The Stockholders will pay to Balance Sheet and any schedules thereto. (v) Taxes arising in a taxable period of a Target Entity that includes but does not end on the Company within 15 days Closing Date shall be allocated between the Pre-Closing Period and the Post-Closing Period on the basis of an interim closing of the date on which Taxes are paid with respect to such periods an amount equal to books method as of the portion end of such Taxes which relates to the portion of such taxable period ending on the Closing Date. For purposes of this sectionAgreement, in any Tax resulting from the case departure of a Target Entity from a Relevant Group prior to the Closing Date is attributable to the Pre-Closing Period. (vi) With respect to any Taxes that are imposed on a periodic basis and are payable Tax Return of CTI or Seller for a taxable period that ends before or which includes (but does not end on) the Closing Date, the portion CTI or Seller, respectively, shall deliver a copy of such Tax which relates Return to Buyer at least 45 calendar days prior to the portion of due date therefor (giving effect to any extension thereof). Buyer may review such taxable period ending on the Closing Date will (x) in the case of Tax Return and deliver to CTI or Seller, respectively, any Taxes other than Taxes measured comments it may have with respect to income (whether or not denominated income taxes), be deemed to be such Tax Return within 20 calendar days after the amount date of receipt by Buyer 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 the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax measured with respect to income (whether or not denominated an income tax), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the CompanyReturn. (d) Any Tax refunds that are received by LandCARE or the Company relating to any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) 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 Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Preparation and Filing of Tax Returns. (a) The Stockholders Shareholder shall file or cause to be filed all Tax Returns for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any all federal and state income and employer Tax Returns returns for all taxable periods of the Company ending on or prior to the Closing Date. Such Tax returns shall beprepared on a basis consistent with past practice. Notwithstanding the provisions of paragraph 1.3, Shareholder shall be responsible for the payment of all taxes attributable to such periods and Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Stockholders will Buyer shall be responsible for the payment of all amounts due on such Tax returns. Notwithstanding the provisions of paragraph 1.3, Shareholder shall pay to the Company Buyer within 15 thirty (30) days of after the date on which Taxes are paid paid, with respect to such periods periods, an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements and covered by cash left in the Company at closing for payment of such taxes. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date will shall (x) in the case of any Taxes other than Taxes measured with respect based upon or related to income (whether or not denominated income taxes)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 the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax measured with respect based upon or related to income (whether or not denominated an income tax), receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit Any credits relating to a taxable period that begins before and ends after the Closing Date, Date shall be taken into account as though the portion of such Tax credit which relates to the portion of such relevant taxable period ending ended on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable periodDate. All determinations necessary to give effect to the foregoing allocations will shall be made in a manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this Section. (b) The Shareholder shall have responsibility for the conduct of any audit of the Company for any taxable period ending on or prior to the Closing Date; provided, however, that in the event that the Shareholder receives notice of a claim from the IRS or any other taxing authority the Shareholder shall promptly, but in any event within five (5) business days, notify Buyer of such claim and of any action taken or proposed to be taken. In the event Buyer wishes to participate in such audit it may do so at its own cost and expense. Notwithstanding any indication in this Agreement to the contrary, the Shareholder shall not agree to an adjustment in a federal or state income tax audit, appeals procedure or judicial proceeding that will adversely impact the Company in tax periods after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (c) All tax attributes of the Company as of the Closing Date computed on a separate company basis shall remain with the Company after the Closing. (d) Any Tax refunds refunds, that are received by LandCARE Buyer or Company, and any amounts credited against Tax to which Buyer or Company become entitled, that relate to tax periods or portions thereof ending on or before the Company relating to any Tax period Closing Date shall remain an assets of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentenceafter closing. (e) Each party hereto shallShareholder shall be responsible for payment of any and all personal income, and shall cause its subsidiaries and affiliates tosales, provide to each use or transaction taxes arising as a result of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Returns, amended 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 with respect 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 transactions contemplated by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returnsAgreement.