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

Preparation and Filing of Tax Returns. Buyer shall timely prepare and file, or cause to be prepared and filed, all Tax Returns with respect to the Business or the Purchased Assets for any Straddle Tax Period. All such Tax Returns shall be prepared and filed in accordance with past practices and the requirements of this Agreement except to the extent required by Law. Buyer shall provide any such Tax Return to Seller for Seller’s review and comment at least forty-five (45) days prior to the due date for filing such Tax Return. Buyer shall consider Seller’s comments in good faith. If Buyer objects to Seller’s comments, Seller and Buyer shall use commercially reasonable efforts to settle the dispute with respect to such comments promptly. If Buyer and Seller have not resolved such dispute at least twenty (20) days prior to the due date for filing such Tax Return, Seller and Buyer shall jointly retain a Tax Dispute Referee to resolve disputed items. The findings of the Tax Dispute Referee shall be final and binding on the Parties. Upon final resolution of disputed items, the Tax Return shall be adjusted to reflect such resolution. Buyer shall timely pay in the manner required by applicable Law to the relevant tax authority all Taxes that are shown as due on such Tax Returns. Seller shall pay to Buyer an amount equal to any Pre-Closing Taxes shown as due on any Tax Return for a Straddle Tax Period no later than five (5) days before any such Tax is due unless there is a dispute that has not been resolved by such date, in which case Seller shall pay Buyer the amount of such disputed Tax within five (5) days of the resolution of such disputed Tax. The costs, fees and expenses of the Tax Dispute Referee incurred in connection with a dispute relating to a Tax Return shall be borne equally by Seller and Buyer.

Preparation and Filing of Tax Returns. Buyer (i) The Seller shall, at the Seller’s cost and expense, prepare, or cause to be prepared all Income Tax Returns required to be filed by the Target Companies for Pre-Closing Tax Periods that are due after the Closing Date (the “Seller Prepared Returns”). All such Seller Prepared Returns shall be prepared and filed in a manner that is consistent with the prior practice of the applicable Target Company, except as required by applicable Law. The Seller shall deliver or cause to be delivered drafts of all such Seller Prepared Returns to the Purchaser for its review at least thirty (30) days prior to the due date of any such Seller Prepared Return; provided, however, that such drafts of any such Seller Prepared Return shall be subject to the Purchaser’s review and approval, which shall not be unreasonably withheld, conditioned or delayed. If the Purchaser disputes any item on such Seller Prepared Return, it shall notify the Seller (by written notice within fifteen (15) days of receipt of such draft of such Seller Prepared Return) of such disputed item (or items) and the basis for its objection. If the Purchaser does not object by written notice within such period, the amount of Taxes shown to be due and payable on such Seller Prepared Return shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 6.7(a)(i). The Purchaser and the Seller shall act in good faith to resolve any dispute prior to the due date of any such Seller Prepared Return. If the Purchaser and the Seller cannot resolve any disputed item, the item in question shall be resolved by the Accountants in accordance with the procedures set forth in Section 2.4(d). The Seller shall timely file all such Pre-Closing Period Income Tax Returns; provided, however, if the Seller is not authorized to execute and file such Seller Prepared Return by applicable Law, the Purchaser shall execute and file (or cause to be filed) such Seller Prepared Return (as finally determined pursuant to this Section 6.7(a)(i)) with the appropriate Governmental Authority. The Seller shall pay all Pre-Closing Taxes due and payable in respect of all Seller Prepared Returns of each of the Target Companies; provided, however, that if any Seller Prepared Return is to be filed (or caused to be filed) by the Purchaser, the Seller shall pay (in immediately available funds) to the Purchaser the amount of all Pre-Closing Taxes due and payable with respect of such Seller Prepared Return no later than three (3) Business Days prior to the earlier of the date such Seller Prepared Return is filed or the due date of such Seller Prepared Return. Notwithstanding the foregoing, in the event that the Accountants have not resolved any dispute with respect to a Seller Prepared Return by the applicable due date for such Seller Prepared Return, the parties shall file or cause to be filed such Seller Prepared Return in such manner as the Seller reasonably determines, and the parties shall amend such Seller Prepared Return to the extent necessary to conform to the Accountants’ final determination. (ii) The Purchaser shall, at the Purchaser’s cost and expense, prepare and timely file, or cause to be prepared and timely filed, all Tax Returns with respect required to be filed by the Business Target Companies for Pre-Closing Tax Periods or Straddle Periods that are due on or after the Purchased Assets for Closing Date (other than any Straddle Tax PeriodSeller Prepared Returns) (the “Purchaser Prepared Returns”). All such Tax Purchaser Prepared Returns shall be prepared and filed in accordance a manner that is consistent with past practices and the requirements prior practice of this Agreement the applicable Target Company, except as required by applicable Law. The Purchaser shall deliver or cause to be delivered to the extent required by Law. Buyer shall provide any such Seller for its review drafts of (1) each Purchaser Prepared Return that is an Income Tax Return to Seller for Seller’s review and comment at least forty-five thirty (4530) days prior to the due date for filing of such Tax Purchaser Prepared Return. Buyer shall consider Seller’s comments in good faith. If Buyer objects to Seller’s comments, Seller and Buyer shall use commercially reasonable efforts to settle the dispute with respect to such comments promptly. If Buyer and Seller have not resolved such dispute (2) each other Purchaser Prepared Return at least twenty ten (2010) days prior to the due date for filing of such Purchaser Prepared Return; provided, however, that such drafts of any such Purchaser Prepared Return shall be subject to the Seller’s review and approval, which shall not be unreasonably withheld, conditioned or delayed. If the Seller disputes any item on such Purchaser Prepared Return, it shall notify the Purchaser (by written notice within (x) in the case of a Purchaser Prepared Return that is an Income Tax Return, fifteen (15) days and (y) in the case of any other Purchaser Prepared Return, five (5) days, in each case, of receipt of such Purchaser Prepared Return) of such disputed item (or items) and the basis for its objection. If the Seller and Buyer shall jointly retain a Tax Dispute Referee to resolve disputed items. The findings does not object by written notice within such period, such draft of the Tax Dispute Referee shall be final and binding on the Parties. Upon final resolution of disputed items, the Tax such Purchaser Prepared Return shall be adjusted deemed to reflect such resolutionhave been accepted and agreed upon, and final and conclusive, for purposes of this Section 6.7(a)(ii). Buyer The Purchaser and the Seller shall timely pay act in the manner required by applicable Law good faith to resolve any dispute prior to the relevant tax authority all Taxes that are shown as due on date of any such Tax ReturnsPurchaser Prepared Return. If the Purchaser and the Seller cannot resolve any disputed item, the item in question shall be resolved by the Accountants in accordance with the procedures set forth in Section 2.4(d). No later than three (3) days prior to the earlier of the date a Purchaser Prepared Return of any of the Target Companies is filed or the due date of such Purchaser Prepared Return, the Seller shall pay (in immediately available funds) to Buyer an the Purchaser the amount equal to any of all Pre-Closing Taxes shown as due on required to be paid with respect to such Purchaser Prepared Return. Notwithstanding the foregoing, in the event that any Tax Purchaser Prepared Return for a Straddle Tax Period no later than five (5) days before any such Tax is due unless there is a dispute that has not been resolved finally determined pursuant to this Section 6.7(a)(ii) by the applicable due date for such datePurchaser Prepared Return, the parties shall file or cause to be filed the applicable Purchaser Prepared Return in which case Seller such manner as the Purchaser reasonably determines, and the parties shall pay Buyer amend such Purchaser Prepared Return to the amount of extent necessary to conform to such disputed Tax within five (5) days of the resolution of such disputed Tax. The costs, fees and expenses of the Tax Dispute Referee incurred in connection with a dispute relating to a Tax Return shall be borne equally by Seller and Buyerfinal determination.

Preparation and Filing of Tax Returns. (i) The Seller Party Representative shall, at the Seller Parties’ cost and expense, prepare, or cause to be prepared all Pre-Closing Period Income Tax Returns required to be filed by or on behalf of the Company after the Closing Date (“Seller Returns”). All such Seller Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company, except as required by applicable Law. The Seller Party Representative shall deliver or cause to be delivered drafts of all such Seller Returns to Buyer for its review at least thirty (30) days prior to the due date of any such Seller Return; provided, however, that such drafts of any such Seller Return shall timely be subject to Buyer’s review and approval, which shall not be unreasonably withheld, conditioned, or delayed. If Buyer disputes any item on such Seller Return, it shall notify the Seller Party Representative (by written notice within fifteen (15) days of receipt of such draft of such Seller Return) of such disputed item (or items), the basis for its objection, and the proposed revisions, and any dispute shall be resolved (and such Seller Return filed) pursuant to the provisions of Section 7.6(b)(iii). If Buyer does not object by written notice within such period, the amount of Taxes shown to be due and payable on such Seller Return shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 7.6(b)(i). The Seller Parties shall pay all Pre-Closing Taxes due and payable in respect of all Seller Returns; provided, however, that if any Seller Return is due after the Closing and is to be filed (or caused to be filed) by Buyer, the Seller Parties shall pay (in immediately available funds) to Buyer the amount of all Pre-Closing Taxes due and payable with respect of such Seller Return (determined pursuant to this Section 7.6) no later than three (3) Business Days prior to the earlier of the date such Seller Return is filed or the due date of such Seller Return. (ii) Buyer shall, at its expense, prepare and timely file, or cause to be prepared and timely filed, all Tax Returns with respect to of the Business or the Purchased Assets Company for any all Pre-Closing Periods and Straddle Periods other than Seller Returns (such Tax PeriodReturns, “Buyer Returns”). All such Tax Buyer Returns shall be prepared and filed in accordance a manner that is consistent with past practices and the requirements prior practice of this Agreement the Company, except to the extent as required by applicable Law. Buyer shall provide any such Tax Return deliver or cause to be delivered drafts of all Buyer Returns to the Seller Party Representative for Seller’s its review and comment at least forty-five thirty (4530) days prior to the due date of any such Buyer Return and shall notify the Seller Party Representative of Buyer’s calculation of the Seller Parties’ share of the Taxes of the Company for filing such Tax Return. Straddle Period (determined in accordance with Section 7.6(a)); provided, however, that such drafts of any such Buyer shall consider Seller’s comments in good faith. If Buyer objects to Seller’s comments, Returns and such calculations of the Seller and Buyer shall use commercially reasonable efforts to settle the dispute with respect to such comments promptly. If Buyer and Seller have not resolved such dispute at least twenty (20) days prior to the due date for filing such Tax Return, Seller and Buyer shall jointly retain a Tax Dispute Referee to resolve disputed items. The findings Parties’ share of the Tax Dispute Referee liability for such Straddle Period (determined in accordance with Section 7.6(a)) shall be final subject to the Seller Party Representative’s review and binding approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If the Seller Party Representative disputes any item on the Parties. Upon final resolution such Buyer Return, it shall notify Buyer (by written notice within fifteen (15) days of receipt of such Buyer Return and calculation) of such disputed item (or items), the Tax basis for its objection and the proposed revisions, and any dispute shall be resolved (and such Buyer Return filed) pursuant to the provisions of Section 7.6(b)(iii). If the Seller Party Representative does not object by written notice within such period, such draft of such Buyer Return and calculation of the Seller’s share of the Taxes for such Buyer Return shall be adjusted deemed to reflect such resolutionhave been accepted and agreed upon, and final and conclusive, for purposes of this Section 7.6(b)(ii). Buyer shall timely pay in the manner required by applicable Law to the relevant tax authority all Taxes that are shown as due on such Tax Returns. The Seller Parties shall pay (in immediately available funds) to Buyer an the amount equal to any of all Pre-Closing Taxes shown as due on and payable with respect of any Tax such Buyer Return for a Straddle Tax Period (determined pursuant to this Section 7.6) no later than five three (53) days before any Business Days prior to the earlier of the date such Tax Buyer Return is filed or the due unless there is a dispute that has not been resolved by such date, in which case Seller shall pay Buyer the amount date of such disputed Tax within five (5) days of the resolution of such disputed Tax. The costs, fees and expenses of the Tax Dispute Referee incurred in connection with a dispute relating to a Tax Return shall be borne equally by Seller and BuyerBuyer Return.

Preparation and Filing of Tax Returns. Buyer From and after the Closing Seller shall timely prepare and file, or cause to be prepared and filed, all any Tax Returns of an Affiliated Group for any taxable period of such Affiliated Group during which the Company or any Subsidiary of the Company is a member (a “Combined Return”). Seller shall timely file or cause to be timely filed any such Combined Return and shall pay all Taxes shown as due on such Combined Return, provided that Buyer shall pay Seller an amount equal to such Taxes, if any, for which Buyer is responsible pursuant to Section 5.17(a)(ii) in connection with respect such Combined Return within 10 days of receipt of written notice specifying in reasonable detail such amount (but no earlier than one Business Day prior to the Business or due date for the Purchased Assets for any Straddle Tax Period. All payment of such Tax Returns shall be prepared and filed in accordance with past practices and the requirements of this Agreement except to the extent required by LawTaxes). Buyer shall provide prepare or cause to be prepared any other Tax Returns of the Company or any Subsidiary, provided that (A) Seller shall pay Buyer an amount equal to such Taxes, if any, for which Seller is responsible pursuant to Section 5.17(a)(i) in connection with any such Tax Return within 10 days of receipt of written notice specifying in reasonable detail such amount (but no earlier than one Business Day prior to the due date for payment of such Taxes), (B) Buyer shall deliver such Tax Returns for any taxable period of the Company or any Subsidiary of the Company that is a Pre-Closing Tax Period or a Straddle Period to Seller for Seller’s review review, comment and comment at least forty-five (45) approval no later than 20 days prior to the due date for filing such Tax Return. Buyer shall consider Seller’s comments in good faith. If Buyer objects to Seller’s comments, Seller Returns and Buyer shall use commercially reasonable efforts to settle the dispute with respect to such comments promptly. If Buyer and Seller have not resolved such dispute at least twenty (20) days prior to the due date for filing such Tax Return, Seller and Buyer shall jointly retain a Tax Dispute Referee to resolve disputed items. The findings of the Tax Dispute Referee shall be final and binding on the Parties. Upon final resolution of disputed items, the Tax Return shall be adjusted to reflect such resolution. Buyer shall timely pay in the manner required by applicable Law to the relevant tax authority all Taxes that are shown as due on such Tax Returns. Seller shall pay to Buyer an amount equal to any Pre-Closing Taxes shown as due on any Tax Return for a Straddle Tax Period no later than five (5) days before file any such Tax is due unless there is a dispute that has Returns (or amend any such Tax Returns previously filed) without the prior written consent of Seller (such consent not been resolved by such date, in which case Seller shall pay Buyer the amount of such disputed Tax within five (5) days of the resolution of such disputed Tax. The costs, fees and expenses of the Tax Dispute Referee incurred in connection with a dispute relating to a Tax Return shall be borne equally by Seller and Buyerunreasonably withheld).

Preparation and Filing of Tax Returns. Buyer (a) The Principal Sellers shall timely prepare and file, or cause to be prepared and filed, (at their expense) all Tax Returns with respect to of the Business or Companies and Subsidiaries for Pre-Closing Tax Periods (other than a Pre-Closing Tax Period that is part of an Overlap Period) that are due after the Purchased Assets for any Straddle Tax Period. All such Tax Returns shall be prepared and filed in accordance with past practices and the requirements of this Agreement except to the extent required by Law. Closing Date. (b) Buyer shall provide any 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 Seller for Seller’s review and comment at be timely paid. At least forty-five thirty (4530) days prior to the due date for filing (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 Taxes shown as due on such Tax Return, but only to the extent 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) Buyer shall cause to be prepared (at its expense) and timely filed all Tax Returns of the 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 shall cause all Taxes shown as due on such Tax Returns to be timely paid. Buyer shall consider Seller’s comments in good faith. If Buyer objects cause each such Tax Return to Seller’s comments, Seller and Buyer shall use commercially reasonable efforts be delivered to settle the dispute with respect to such comments promptly. If Buyer and Seller have not resolved such dispute Principal Sellers for their review at least twenty thirty (2030) days prior to the due date (including extensions) of such Tax Return and if the taxable income for filing a Company or any Subsidiary in respect of a particular Pre-Closing Tax Period is in excess of $25,000, such Tax Return shall not be filed without their written consent, which shall not be unreasonably withheld. At least three (3) days prior to the due date (including extensions) of such Tax Return, Seller and Buyer shall jointly retain a Tax Dispute Referee to resolve disputed items. The findings of the Tax Dispute Referee shall be final and binding on the Parties. Upon final resolution of disputed items, the Tax Return shall be adjusted to reflect such resolution. Buyer shall timely pay in the manner required by applicable Law to the relevant tax authority all Taxes that are shown as due on such Tax Returns. Seller Sellers shall pay to Buyer an amount equal to the Taxes due and attributable to the Pre- Closing Tax Period included in such Tax Return (as determined under Section 5.6, but only to the extent that the amount due from the Principal Sellers exceeds the Tax Reserve (reduced by any prior offsets pursuant to Section 8.3(a) or this Section 5.5). (d) If a Tax Return referred to in Section 5.5(b) or Section 5.5(c) is to be filed pursuant to a valid extension, the Principal Sellers shall pay to Buyer, at least three (3) days prior to the due date of the Tax Return without regard to such extension, an amount equal to the Taxes due and attributable to the 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 Section 8.3(a) or this Section 5.5). Buyer shall cause the Taxes shown as due on any 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 for a Straddle is actually filed, the Taxes due and attributable to the Pre-Closing Tax Period no later are more or less than five (5) days before any such Tax is due unless there is a dispute that has not been resolved the amount, if any, previously paid by such date, in which case Seller shall pay Buyer the amount of such disputed Tax within five (5) days of the resolution of such disputed Tax. The costs, fees and expenses of the Tax Dispute Referee incurred in connection with a dispute relating to a Tax Return shall be borne equally by Seller and BuyerPrincipal Sellers.

Preparation and Filing of Tax Returns. Buyer shall timely Seller will prepare or cause to be prepared all income Tax Returns for the Company for all taxable periods ending on or prior to the Closing Date (each, a "Pre-Closing Return") on a basis consistent with the past practices of the Company, unless otherwise required by applicable Laws. No later than twenty (20) Business Days prior to the due date (taking into account applicable extensions) for the filing of a Pre-Closing Return that is required to be filed after the Closing Date (taking into account applicable extensions), Seller will provide copies of each Pre-Closing Return to Purchaser for Purchaser's review and file, comment. Seller will consider in good faith any comments of Purchaser. Purchaser will prepare or cause to be prepared and filed, file or cause to be filed all other Tax Returns with respect for the Company for all periods ending prior to, on, or including the Closing Date, the due date of which (including extensions) is after the Closing Date, but only if not filed on or prior to the Business or the Purchased Assets for any Straddle Tax PeriodClosing. All such Tax Returns shall will be prepared and filed in accordance consistent with the past practices and of the requirements of this Agreement except Company. At least twenty (20) Business Days prior to the extent required by Law. Buyer shall provide any date on which each such Tax Return is filed, Purchaser will submit such Tax Return to Seller for Seller’s review 's review, comment and comment at least forty-five (45) days prior to the due date for filing such Tax Returnapproval. Buyer The parties shall consider Seller’s comments in good faith. If Buyer objects faith negotiate any resolution to Seller’s comments, Seller and Buyer shall use commercially reasonable efforts to settle the dispute disputes with respect to such comments promptlythe preparation of Tax Returns filed pursuant this Section 6.8(a). If Buyer and Seller have In the event the parties cannot resolved such resolve a dispute, the dispute at least twenty (20) days prior will be referred to the due date for filing such Tax Return, Seller Accountant and Buyer shall jointly retain a Tax Dispute Referee to resolve disputed items. The findings the determination of the Tax Dispute Referee Accountant shall be final and binding on the Partiesparties. Upon final resolution of disputed items, the Tax Return shall be adjusted to reflect such resolution. Buyer shall timely pay in the manner required by applicable Law to the relevant tax authority all Taxes that are shown as due on such Tax Returns. Seller shall pay to Buyer an amount equal to any Pre-Closing Taxes shown as due on any Tax Return for a Straddle Tax Period no later than five (5) days before any such Tax is due unless there is a dispute that has not been resolved by such date, in which case Seller shall pay Buyer the amount of such disputed Tax within five (5) days The costs of the resolution of such disputed Tax. The costs, fees and expenses of the Tax Dispute Referee incurred in connection with a dispute relating to a Tax Return Accountant shall be borne equally by Seller and Buyerthe party that losses the dispute.

Preparation and Filing of Tax Returns. Buyer (i) Seller shall timely prepare prepare, or cause to be prepared, and file, or cause to be prepared and filed, all Tax Returns with respect of the Company for all Tax periods which begin before the Closing Date and end on or prior to the Closing Date; and all Tax Returns of the Company for Straddle Periods that are filed on or prior to the Closing Date. As to any such Tax Returns filed after the Closing Date, (A) Seller shall permit Buyer to review and comment on each such Tax Return prior to its filing and Seller agrees to consider in good faith Buyer’s comments in preparing the final version of such Tax Returns that are filed, (B) Buyer shall timely pay or cause the Company to timely pay all Taxes shown to be due and payable thereon solely to the extent the amount of such Taxes were included as a current liability in the calculation of Final Working Capital and (C) Seller shall, at least 3 Business Days prior to the due date therefor, pay or cause or caused to be paid to the Purchased Assets Company all Taxes shown to be due and payable thereon that are not described in Section 7.3(a)(i)(B). Seller shall deliver a copy of each such Tax Return to Buyer promptly after filing. (ii) Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns of the Company for any Straddle Periods that are filed after the Closing Date (“Straddle Period Tax Period. All such Returns”) which Tax Returns shall be prepared and filed in accordance a manner consistent with past practices practice of the Company, unless such past practice is determined by Buyer and the requirements of this Agreement except Seller in good faith to the extent required by Lawbe unlawful. Buyer shall provide any Seller with a draft of the Straddle Period Tax Returns at least 10 Business Days prior to the filing of such returns. Seller shall have the right to comment on the Straddle Period Tax Returns prior to their filing, and those Tax Returns will be revised and filed to reflect changes suggested by the Seller unless Buyer and/or the Company reasonably determines in good faith that Seller’s suggested changes are contrary to applicable Law or inconsistent with prior practice. Buyer shall deliver a copy of each such Straddle Period Tax Return to Seller for Seller’s review and comment at least forty-five (45) days prior to the due date for filing such Tax Return. Buyer shall consider Seller’s comments in good faith. If Buyer objects to Seller’s comments, Seller and Buyer shall use commercially reasonable efforts to settle the dispute with respect to such comments promptly. If Buyer and Seller have not resolved such dispute at least twenty (20) days prior to the due date for filing such Tax Return, Seller and Buyer shall jointly retain a Tax Dispute Referee to resolve disputed items. The findings of the Tax Dispute Referee shall be final and binding on the Parties. Upon final resolution of disputed items, the Tax Return shall be adjusted to reflect such resolution. Buyer shall timely pay in the manner required by applicable Law to the relevant tax authority all Taxes that are shown as due on such Tax Returns. Seller shall pay to Buyer an amount equal to any Pre-Closing Taxes shown as due on any Tax Return for a Straddle Tax Period no later than five (5) days before any such Tax is due unless there is a dispute that has not been resolved by such date, in which case Seller shall pay Buyer the amount of such disputed Tax within five (5) days of the resolution of such disputed Tax. The costs, fees and expenses of the Tax Dispute Referee incurred in connection with a dispute relating to a Tax Return shall be borne equally by Seller and Buyerpromptly after filing.

Preparation and Filing of Tax Returns. Buyer The Purchaser shall timely prepare and file, (or cause to be prepared prepared) and timely file (or cause to be timely filed) all Pre-Closing Date Returns required to be filed by the Company and its Subsidiaries, all Tax Returns with respect to the Business or the Purchased Assets for any Straddle Tax Period. All such Tax which Pre-Closing Date Returns shall be prepared and filed in accordance a manner consistent with the past practices and of the requirements of this Agreement except to the extent Company, unless otherwise required by Lawapplicable Legal Requirements. Buyer shall provide any such Tax Return to Seller for Seller’s review and comment at least forty-five (45) days prior to the due date for filing such Tax Return. Buyer shall consider Seller’s comments in good faith. If Buyer objects to Seller’s commentsThe Purchaser shall, Seller and Buyer shall use commercially reasonable efforts to settle the dispute with respect to such comments promptly. If Buyer and Seller have not resolved such dispute at least twenty (20) days Business Days prior to filing, submit all such Pre-Closing Date Returns to the due date Seller for filing the Seller’s review and approval. The Purchaser and the Seller shall negotiate in good faith to resolve promptly any revisions requested by the Seller. In the event there remains a disagreement after thirty (30) days (or such Tax longer period as mutually agreed between the Purchaser and the Seller) as to whether revisions requested by the Seller should be included in any such Pre-Closing Date Return, Seller and Buyer shall jointly retain a Tax Dispute Referee to resolve disputed items. The findings of the Tax Dispute Referee disagreement shall be final and binding on submitted to the PartiesSettlement Accountant for resolution (the expenses of which shall be shared in a manner similar to that set forth in Section 4.1(c)). Upon final resolution the Seller’s approval of disputed itemsa Pre-Closing Date Return, or settlement thereof by the Settlement Accountant, the Tax Return shall be adjusted to reflect such resolution. Buyer shall timely pay in the manner required by applicable Law to the relevant tax authority all Taxes that are shown as due on such Tax Returns. Seller shall pay to Buyer an amount equal to the Purchaser all Taxes shown on any Pre-Closing Date Returns, to the extent that such Taxes shown are not included in Indebtedness and reflected in the calculation of the Closing Purchase Price or taken into account in the Purchase Price, as due on any Tax Return for a Straddle Tax Period no later than five (5) days before any such Tax is due unless there is a dispute that has not been resolved by such datefinally determined pursuant to Section 4.1, in which case Seller and the Purchaser shall pay Buyer or cause to be paid such Taxes with the amount of such disputed Tax within five (5) days of the resolution of such disputed Tax. The costs, fees and expenses of the Tax Dispute Referee incurred in connection with a dispute relating to a Tax Return shall be borne equally by Seller and Buyerappropriate Governmental Entity.

Preparation and Filing of Tax Returns. Buyer Seller shall timely prepare prepare, or cause to be prepared, and file, or cause to be prepared filed, on a timely basis (in each case, at Seller’s sole cost and filedexpense prior to the Consulting Agreement Effective Date, and at Purchaser’s expense after the Consulting Agreement Effective Date) and on a basis consistent with the past practices of Seller to the extent such practices are not contrary to Law, all Tax Returns with respect to the Business or the Purchased Assets for any Straddle Tax Period. All such Tax Returns shall be prepared and filed in accordance with past practices Seller and the requirements of this Agreement except Company for taxable periods ending on or prior to the extent required by LawConsulting Agreement Effective Date (the “Pre-CAED Returns”). Buyer Upon Purchaser’s request Seller shall provide any a draft copy of such Tax Return Pre- CAED Returns to Seller Purchaser for Seller’s its review and comment at least forty-five thirty (4530) business days prior to the due date for filing or the extended due date if timely extended thereof. If Purchaser objects to any item on any such Tax Return. Buyer shall consider Seller’s comments , Purchaser shall, within ten (10) days after delivery of such Tax Return, notify Seller in good faithwriting of such objection, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If Buyer objects to Seller’s commentsa notice of objection shall be duly delivered, Seller and Buyer Purchaser shall negotiate in good faith and use commercially their reasonable commercial efforts to settle the dispute with respect to resolve such comments promptlyitems. If Buyer Purchaser and Seller are unable to reach such agreement within ten (10) days after receipt by Seller of such notice, the disputed items shall be resolved by a nationally recognized, independent accounting firm mutually acceptable to Purchaser and Seller (the “Independent Accountant”), which Independent Accountant shall have not resolved such dispute at least no prior business relationship with Purchaser, Seller or the Company, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days prior of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for filing such Tax Return, Seller and Buyer shall jointly retain a Tax Dispute Referee to resolve disputed items. The findings of the Tax Dispute Referee shall be final and binding on the Parties. Upon final resolution of disputed items, the Tax Return shall be adjusted filed as prepared by Seller and then amended to reflect such the Independent Accountant’s resolution. Buyer shall timely pay in the manner required by applicable Law to the relevant tax authority all Taxes that are shown as due on such Tax Returns. Seller shall pay to Buyer an amount equal to any Pre-Closing Taxes shown as due on any Tax Return for a Straddle Tax Period no later than five (5) days before any such Tax is due unless there is a dispute that has not been resolved by such date, in which case Seller shall pay Buyer the amount of such disputed Tax within five (5) days of the resolution of such disputed Tax. The costs, fees and expenses of the Tax Dispute Referee incurred in connection with a dispute relating to a Tax Return Independent Accountant shall be borne equally by Seller Purchaser and BuyerSeller.

Preparation and Filing of Tax Returns. Buyer a) Sellers shall timely prepare and file, timely file or shall cause to be prepared and timely filed all required Tax Returns of the Acquired Companies for any Pre-Closing Tax Period. b) Buyers shall prepare or cause to be prepared and filed, shall file or cause to be filed all other Tax Returns required to be filed by or in respect of the Acquired Companies after the Closing Date; provided, that with respect to the Business or the Purchased Assets any such Tax Returns for any a Straddle Tax Period. All , such Tax Returns shall be prepared and filed in accordance with past practices and the requirements of this Agreement except to the extent required by Law. Buyer shall provide any such Tax Return to Seller for Seller’s review and comment at least forty-five (45) days prior to the due date for filing such Tax Return. Buyer shall consider Seller’s comments in good faith. If Buyer objects to Seller’s commentsprepared, Seller and Buyer shall use commercially reasonable efforts to settle the dispute all elections with respect to such comments promptlyTax Returns shall be made, and all Taxes shall be paid to the extent permitted by Law. If Buyer and Seller have not resolved Before filing any Tax Return with respect to any Straddle Period, Buyers shall provide Sellers with a copy of such dispute Tax Return at least twenty fifteen (2015) days Business Days prior to the due last date for timely filing such Tax Return, Seller and Buyer shall jointly retain a Tax Dispute Referee to resolve disputed items. The findings of the Tax Dispute Referee shall be final and binding on the Parties. Upon final resolution of disputed items, the Tax Return shall be adjusted to reflect such resolution. Buyer shall timely pay in the manner required by applicable Law to the relevant tax authority all Taxes that are shown as due on such Tax Returns. Seller shall pay to Buyer an amount equal (giving effect to any Pre-Closing Taxes shown as due on valid extensions thereof) accompanied by a statement calculating in reasonable detail Sellers’ indemnification obligation, if any, pursuant to this Article 11. If for any Tax Return for a Straddle Tax Period no later than five (5) days before any such Tax is due unless there is a dispute that has reason Sellers do not been resolved by such dateagree with Buyers’ calculation of their indemnification obligation, in which case Seller Sellers shall pay Buyer the amount notify Buyers of such disputed Tax their disagreement within five (5) days Business Days of the resolution of such disputed Tax. The costs, fees and expenses receiving a copy of the Tax Dispute Referee incurred in connection Return and Buyers’ calculation. If Sellers agree with a dispute relating Buyers’ calculation of their indemnification obligation, Sellers shall pay to a Tax Return shall be borne equally by Seller and BuyerBuyers the amount of Sellers’ indemnification at the time specified below.

Preparation and Filing of Tax Returns. Buyer shall timely prepare and file, timely file or cause to be prepared and filed, timely filed (at its own cost and expense) all Pre-Closing Period Tax Returns with respect to the Business or the Purchased Assets for any and Straddle Tax Period. All such Period Tax Returns shall be prepared and filed in accordance with past practices and the requirements of this Agreement except to the extent required by Laweach Company. Buyer shall provide any deliver or cause to be delivered drafts of each such Pre-Closing Period Tax Return and Straddle Period Tax Return to Seller for Seller’s its review and comment at least forty-five thirty (4530) days prior to the due date for filing Due Date of such Tax Return and, with respect to each Straddle Period Tax Return. Buyer , shall consider notify Seller in writing of Buyer’s calculation of Seller’s comments share of the Taxes of each Company relating to such Straddle Period (determined in good faith. If Buyer objects accordance with this Section 9.4); provided, however, that such draft of such Pre-Closing Period Tax Return and Straddle Period Tax Return and, with respect to each Straddle Period Tax Return, the calculation of Seller’s share of the Tax liability for such Straddle Period (determined in accordance with this Section 9.4), in each case, shall be subject to Seller’s commentsreview and approval. If Seller disputes any item on such Pre-Closing Period Tax Return or Straddle Period Tax Return and/or, Seller and Buyer shall use commercially reasonable efforts to settle the dispute with respect to any Straddle Period Tax Return, the calculation of Seller’s share of liability for such comments promptlyStraddle Period, it shall notify Buyer of such disputed item (or items) and the basis for its objection within fifteen (15) days of the receipt of such draft of such Tax Return and calculation. Buyer and Seller shall act in good faith to resolve any dispute as promptly as practicable. If Buyer and Seller have cannot resolved such dispute at least twenty (20) days prior to resolve any disputed item, the due date for filing such Tax Return, Seller and Buyer shall jointly retain a Tax Dispute Referee to resolve disputed items. The findings of the Tax Dispute Referee item in question shall be final and binding on the Parties. Upon final resolution of disputed items, the Tax Return shall be adjusted to reflect such resolution. Buyer shall timely pay resolved in the same manner required by applicable Law to the relevant tax authority all Taxes that are shown as due on such Tax Returns. Seller shall pay to Buyer an amount equal to any Pre-Closing Taxes shown as due on any Tax Return provided for a Straddle Tax Period no later than five (5) days before any such Tax is due unless there is a dispute that has not been resolved by such date, resolving disputes in which case Seller shall pay Buyer the amount of such disputed Tax within five (5) days of the resolution of such disputed Tax. The costs, fees and expenses of the Tax Dispute Referee incurred in connection with a dispute relating to a Tax Return shall be borne equally by Seller and BuyerSection 3.1.

Preparation and Filing of Tax Returns. Buyer Seller shall timely prepare prepare, or cause to be prepared, and file, or cause to be prepared filed, on a timely basis (in each case, at Seller’s sole cost and filedexpense) and on a basis consistent with the past practices of Seller to the extent such practices are not contrary to Law, all Tax Returns with respect to the Business or the Purchased Assets for any Straddle Tax Period. All such Tax Returns shall be prepared and filed in accordance with past practices Seller and the requirements of this Agreement except to Targets (as applicable) for the extent required by LawPre-IAED Tax Period (the “Pre-IAED Returns”). Buyer Upon Purchaser’s request Seller shall provide any a draft copy of such Tax Return Pre-IAED Returns to Seller Purchaser for Seller’s its review and comment at least forty-five thirty (4530) business days prior to the due date for filing or the extended due date if timely extended thereof. If Purchaser objects to any item on any such Tax Return. Buyer shall consider Seller’s comments , Purchaser shall, within ten (10) days after delivery of such Tax Return, notify Seller in good faithwriting of such objection, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If Buyer objects to Seller’s commentsa notice of objection shall be duly delivered, Seller and Buyer Purchaser shall negotiate in good faith and use commercially their reasonable commercial efforts to settle the dispute with respect to resolve such comments promptlyitems. If Buyer Purchaser and Seller are unable to reach such agreement within ten (10) days after receipt by Seller of such notice, the disputed items shall be resolved by a nationally recognized, independent accounting firm mutually acceptable to Purchaser and Seller (the “Independent Accountant”), which Independent Accountant shall have not resolved such dispute at least no prior business relationship with Purchaser, Seller or any of the Targets, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days prior of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for filing such Tax Return, Seller and Buyer shall jointly retain a Tax Dispute Referee to resolve disputed items. The findings of the Tax Dispute Referee shall be final and binding on the Parties. Upon final resolution of disputed items, the Tax Return shall be adjusted filed as prepared by Seller and then amended to reflect such the Independent Accountant’s resolution. Buyer shall timely pay in the manner required by applicable Law to the relevant tax authority all Taxes that are shown as due on such Tax Returns. Seller shall pay to Buyer an amount equal to any Pre-Closing Taxes shown as due on any Tax Return for a Straddle Tax Period no later than five (5) days before any such Tax is due unless there is a dispute that has not been resolved by such date, in which case Seller shall pay Buyer the amount of such disputed Tax within five (5) days of the resolution of such disputed Tax. The costs, fees and expenses of the Tax Dispute Referee incurred in connection with a dispute relating to a Tax Return Independent Accountant shall be borne equally by Seller Purchaser and BuyerSeller.