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

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that are required to be filed with respect to any member of the Company Group that are due after the Closing Date (including all Tax Returns for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) SellerExcept as otherwise provided by Section 9.1, at its sole cost and expense, Sellers shall prepare and timely file (or have prepared and cause to be timely filedi) all Tax Returns of with respect to the Acquired Assets and the Business for any member of Tax period ending on or before the Company Group due under applicable Law Closing Date (and Purchaser shall cooperate with Sellers in causing such Tax Returns to be filed) that has not been filed prior to the Closing Date and (ii) all Income income Tax Returns of Sellers. Each such Tax Return described in this Section 9.5(a)(i) shall (other than Straddle Period returnsA) be prepared in accordance with the terms of any member of the Company Group for any Pre-Closing Taxable Period that are required this Agreement, and (B) and Sellers shall use commercially reasonable efforts to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on submit such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than Purchaser at least fifteen (15) days Business Days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods Return (taking into account any extensions of the members of the Company Grouptime to file), or as soon as reasonably practicable if such timing is not possible, for Purchaser’s reasonable review and Seller shall consider any reasonable written comments provided by Purchaser after receiving such Tax Return. (b) Except as provided in Section 4(a) of this Annex I, Buyer Purchaser shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that are required to be filed with respect to the Acquired Assets and the Business for any member of the Company Group that are due Tax period ending after the Closing Date (including all Date. With respect to any Straddle Period, Purchaser shall prepare such Tax Returns for Straddle Periods) consistent with past practice, and shallshall use commercially reasonable efforts to provide Sellers or their successors in rights, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Lossesas applicable, remit any Taxes shown as due in respect with a draft of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days Business Days prior to the date on which filing of any such return Tax Return (taking into account any extensions of the time to file), or as soon as reasonably practicable if such timing is required to be filed not possible, for Sellers’ reasonable review and Buyer Purchaser shall incorporate consider any reasonable written comments of Seller to provided by Sellers after receiving any such Tax Returns prior Return to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member the extent failing to do so would adversely impact the Liability of the Company GroupSellers (including under this Agreement), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, Purchaser shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared prepared), and timely filed) file all Tax Returns that are of the Genesis Companies required to be filed with respect to any member of the Company Group that are due Governmental Authority after the Closing Date Date, and shall pay (including all Tax Returns for Straddle Periodsor cause to be paid) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To With respect to any Tax Returns filed with respect to any taxable periods (or portions thereof) ending on or before the extent relating to a Closing Date (“Pre-Closing Taxable Period, Periods”) Seller shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns Returns. Purchaser shall be prepared on a basis consistent with existing procedures, practices, and accounting methods notify Seller of the members any amounts due from Seller in respect of the Company, unless otherwise required by Law. Buyer shall deliver any Income such Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(bno later than ten (10) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days Business Days prior to the date on which such return Tax Return is due, and Seller shall remit such payment to Purchaser no later than five (5) Business Days prior to the date such Tax Return is due. (b) In the case of Tax Returns that are filed with respect to a taxable period that ends on or prior to the Closing Date, Purchaser shall prepare such Tax Return in a manner consistent with past practice, except as otherwise required by applicable law, and shall deliver any such Tax Return to Seller for its review at least thirty (30) days prior to the date such Tax Return is required to be filed and Buyer shall incorporate filed. If Seller disputes any reasonable comments of Seller to item on such Tax Returns Return, it shall notify Purchaser of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to filingthe date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Seller and Purchaser. The fees and expenses of such accounting firm shall be borne equally by Seller and Purchaser. (c) Unless required by Law or a determination In the case of a Governmental Authority Tax Returns that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or are filed with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle PeriodPeriods (as defined in Section 8.6 below), amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Purchaser shall prepare such Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless manner consistent with past practice, except as otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonusesapplicable law.

Preparation of Tax Returns and Payment of Taxes. (a) SellerThe Sellers shall, subject to subsection 6.2(d), duly and timely prepare and file, at its sole cost and expensethe expense of the Sellers, shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior required to be filed after the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group by or with respect to a Purchased Entity for any Pre-Closing Taxable Tax Period that are of such Purchased Entity, and, except to the extent otherwise required to be filed by applicable Law after or herein (including as contemplated by the Closing Date. All Taxes indicated as due and payable on Reorganization), all such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance a manner consistent with existing procedurespast practices and, practiceson such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and accounting methods filing similar Tax Returns in prior periods or as otherwise provided for herein; provided that a Seller shall be entitled to claim the maximum of all discretionary and other available deductions, credits, losses and attributes which arose in respect of a period (or portion thereof) ending on or prior to the Closing Date. The Parties acknowledge that, at the option of a Seller, an election under subsection 256(9) of the members ITA will be made in respect of the Company Grouptaxation year of a Pre-Closing Tax Period of a Purchased Entity. (b) Except FirstService shall, subject to subsection 6.2(d), cause each Purchased Entity to duly and timely prepare and file, at the expense of such Purchased Entity, all Tax Returns required to be filed by or with respect to such Purchased Entity for any Straddle Period of such Purchased Entity and, except to the extent otherwise required by applicable Law or herein (including as contemplated by the Reorganization), all such Tax Returns shall be prepared in a manner consistent with past practices and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods or as otherwise provided for herein. (c) For the purposes of subsection 6.2(d), the Parties responsible to cause the preparation of a Tax Return referred to in Section 4(asubsection 6.2(a) or 6.2(b) is referred to in subsection 6.2(d) as the “Preparer” and: (i) if the Preparer is the Sellers, “Reviewer” as used in subsection 6.2(d) means FirstService; or (ii) if the Preparer is FirstService, “Reviewer” as used in subsection 6.2(d) means the Sellers (collectively). (d) The Preparer shall provide or cause to be provided to the Reviewer, at least 15 days (or such other number of days as shall be mutually agreed to by the Preparer and the Reviewer in writing) prior to the applicable deadline for the filing of each Tax Return (including extensions) which the Preparer is required to cause to be prepared in accordance with the preceding provisions of this Annex ISection 6.2, Buyer as applicable, a copy of such Tax Return, together with all supporting documentation and work papers, for the Reviewer’s review and comment. The Reviewer shall prepare have the period of ten (10) days (or such other number of days as shall be mutually agreed to by the Preparer and the Reviewer in writing) following its receipt of such Tax Return to provide the Preparer with any comments or disputed items related to such Tax Return. The Preparer shall consider such comments in good faith, and the Preparer and the Reviewer shall attempt in good faith to resolve such disputed items. Upon resolution of any disputed items, the Preparer shall timely file, or cause to be timely filed, such Tax Return and the Sellers or a Purchased Entity, as applicable, shall pay all Taxes due with respect to such Tax Return to the extent that such Taxes did not otherwise reduce the Purchase Price, were not offset by the Closing Cash and were not otherwise paid by a Sale Party in accordance with this Agreement, and the liability for the payment of such Taxes shall be determined pursuant to such of the provisions of Section 6.3 as are applicable to such Taxes. If the disputed items are not resolved by the Preparer and the Reviewer within 25 days (or such other number of days as shall be mutually agreed to by the Preparer and the Reviewer in writing) following the Reviewer’s submission of its disputed items, the then unresolved disputed items shall be submitted to the Selected Accountants (as hereinafter defined) to resolve such then unresolved disputed items; provided, however, that: (i) if the disputed items are not resolved by the statutory due date for filing of such Tax Return, the Preparer shall timely file (or cause to be prepared and timely filed) the Tax Return and the Sellers or a Purchased Entity as applicable, shall pay the Taxes due (and, for the avoidance of doubt, the respective liability of the Sellers and a Purchased Entity for the Taxes so paid shall be determined pursuant to such of the provisions of Section 6.3 as are applicable to such Taxes); (ii) the later resolution of the dispute by the Selected Accountants shall be final, conclusive and binding on all Tax Returns that are required of the Parties; and (iii) the Preparer and the Reviewer shall, if necessary, file (or cause to be filed with respect to any member filed) an amended Tax Return reflecting the final resolution of the Company Group that disputed items. For the purposes of this subsection 6.2(d), “Selected Accountants” means such firm of accountants as shall be mutually agreed to by the Sellers and FirstService, each acting in good faith, or, if the Sellers and FirstService are due after unable to mutually agree as to the Closing Date same within ten (including all Tax Returns for Straddle Periods10) Business Days of a written request in relation to same by one of them to the others, then such firm of accountants (at its main office in the Xxxxxxx Xxxxxxx Xxxx) as selected by lot drawn by a Seller from amongst the names of four public accounting firms operating the Xxxxxxx Xxxxxxx Area (of which two names will be submitted by FirstService) and shalltwo names will be submitted by the Sellers (collectively)), subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect each of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns which firms shall be prepared on a basis consistent with existing procedures, practices, and accounting methods independent relative to all of the members Parties and their respective Affiliates. Any payment of Taxes pursuant to this subsection 6.2(d) shall be considered an adjustment to the Purchase Price. FirstService acknowledges receipt of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return Reorganization Memo and agrees that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which it shall not be unreasonably withheld, conditioned or delayed, take dispute any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction items in any Tax asset Returns which are consistent with the tax consequences and methodologies as outlined in respect of the Reorganization Memo (or as a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none result of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay BonusesReorganization).

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, The Stockholders’ Representatives shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returnsfile, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) , at EUSA’s expense, any and all Tax Returns that are required to be filed by EUSA and its Subsidiaries on or prior to the Closing Date (after giving effect to any valid extensions of the due date for filing any such Tax Returns). All such Tax Returns must be prepared in a manner consistent with the prior Tax Returns of EUSA or the applicable Subsidiary, as the case may be, unless otherwise required under applicable Law. EUSA shall timely pay (or cause to be timely paid) all Taxes shown as due and owing on all such Tax Returns. With respect to (i) income Tax Returns and (ii) other material Tax Returns showing liabilities for Taxes that are unusual in amount, EUSA shall: (a) timely deliver a properly completed draft of each such material Tax Return, along with work papers and back-up information reasonably necessary or appropriate for the Buyer to appropriately review each such Tax Return; and (b) permit the Buyer to review, comment on and approve each such Tax Return prior to filing any such Tax Return, which approval will not be unreasonably withheld or delayed. The Buyer shall prepare and file, or cause to be prepared and filed, at the Buyer’s expense, any and all other Tax Returns required to be filed by EUSA or its Subsidiaries and the Buyer shall pay (or cause to be paid) all Taxes shown as due and owing on all such Tax Returns, provided, that (i) the Buyer shall be entitled to be indemnified by the Participants for any Pre-Closing Taxes reported on such Tax Returns pursuant to and to the extent provided in Section 8.1(a)(v), subject to the limitations set forth in Article VIII, and (ii) under no circumstances shall the Buyer be entitled to indemnification with respect to Taxes for any member of the Company Group that are due period beginning after the Closing Date (including all or the post-Closing portion of any period that includes the Closing Date. Any Tax Returns for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller EUSA or any of its Affiliates) Subsidiaries prepared or a reduction in any Tax asset in respect of filed by the Buyer which relate to a Pre-Closing Tax Period (whether in whole or Straddle Periodin part) must be prepared in a manner consistent with the prior Tax Returns of EUSA or the applicable Subsidiary, as the case may be, unless otherwise required under applicable Law, and the Buyer shall: (x) timely deliver a properly completed draft of each such Tax Return that reports any Pre-Closing Taxes for which the Participants are required to indemnify pursuant to Article VIII, along with work papers and back-up information reasonably necessary or appropriate for the Stockholders’ Representatives to appropriately review each such Tax Return, and (y) permit the Stockholders’ Representatives to review, comment on and approve each such Tax Return prior to filing any such Tax Return, which approval will not be unreasonably withheld or delayed. (db) Unless otherwise required by For purposes of preparing all Tax Returns, the Parties agree to use the following conventions (and to cause the Companies to use the following conventions): (i) As provided in Section 9.2, all Deductible Amounts (as defined below) and expenses resulting from the payment or accrual of an amount in a Pre-Closing Tax Period shall be treated as occurring on the Closing Date and no Party hereto shall make any election under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any similar provision of state, local, or non-U.S. applicable Law) to apply the “next day rule” to such deductions; (ii) Any gains, Parent and Seller agree that none income, deductions, losses, or other items resulting from transactions outside of the Employee Stay Bonuses payments have accrued for Income Tax purposes as ordinary course of business and not contemplated by this Agreement occurring on the Closing Date at the direction of the Buyer, but after the Closing Dateshall be treated as occurring on the day after the Closing Date and each party hereto shall utilize the “next day rule” in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any similar provision of state, and neither Parent nor Seller local, or non-U.S. applicable Law) to for purposes of reporting such items on applicable Tax Returns. (iii) No Party shall make an election under Treasury Regulation Section 1.1502-76(b)(2)(ii) (and neither Parent nor Seller or any similar provision of state, local, or non-U.S. applicable Law) to ratably allocate items incurred by EUSA or any of its Subsidiaries; and (iv) No election under Code Section 338 (or any similar provision of state, local, or non-U.S. applicable Law) shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes be made with respect to the Employee Stay Bonusesacquisition (or deemed acquisition) of EUSA or any Subsidiary of EUSA.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, Parent shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returnsprepared), other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that are required to be filed with respect to any member of the Company Group that are with any Governmental Body due after the Closing Date (including all Tax Returns for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax ReturnsDate. To the extent relating to a Pre-Closing Taxable Period, All such Tax Returns shall be prepared consistently with past practice and in accordance with applicable law. The Eligible Stockholders shall pay (or cause to be paid) to the Parent for payment to the applicable Governmental Body on a timely basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member all Taxes of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period to the extent such Taxes exceed the amount (i) accrued for current Taxes set forth on the face of the Closing Statement (as finally determined pursuant to Section 1.7) and (ii) specifically taken into account in calculating the Post-Closing Adjustment, if any. This payment shall not be duplicative of any indemnity obligation. The Parent shall pay (or Straddle Periodcause to be paid) on a timely basis all other Taxes of the Company. The Parent shall have the right, to the extent permitted by law, to cause the Company to treat the Closing Date as the last day of a taxable period. (db) Unless otherwise required by Law, Parent and Seller agree In the case of Tax Returns that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes are filed with respect to or which include a Pre-Closing Tax Period, Parent shall prepare such Tax Returns and shall deliver any such Tax Return to the Employee Stay BonusesStockholders’ Agent for its review at least 30 days prior to the date such Tax Return is required to be filed. If the Stockholders’ Agent disputes any item on such Tax Return, it shall notify Parent of such disputed item (or items) and the basis for its objection, and the Stockholders’ Agent and Parent shall negotiate in good faith for 15 days following Parent’s receipt of such notice to resolve such objections. If Parent and the Stockholders’ Agent are unable to resolve all objections during such 15-day period, then any remaining disputes, and only such remaining disputes, shall be resolved by the Accounting Firm. The Accounting Firm shall be instructed to resolve any such remaining Disputes in accordance with the terms of this Agreement within 30 days after its appointment. The fees, costs and expenses of the Accounting Firm shall be allocated equally between Parent, on the one hand, and the Eligible Stockholders, on the other hand.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, Parent shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared prepared), and timely filed) file all Tax Returns that are of the Company or any of its Subsidiaries required to be filed with respect to any member of the Company Group that are due Governmental Authority after the Closing Date Date, and shall pay (including all Tax Returns for Straddle Periodsor cause to be paid) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To With respect to any Tax Returns filed with respect to any taxable periods or portions of any Straddle Period ending on or before the extent relating to a Closing Date, Holders severally in accordance with their portion of the Applicable Merger Consideration shall be responsible for the Pre-Closing Taxable Period, Taxes due in respect of such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods that are in excess of the members amount of such Taxes which are liabilities on the CompanyFinal Closing Date Net Working Capital QB\136339.00047\18274478.12 Statement, unless otherwise required by Lawnet of any related Tax Benefits. Buyer Parent shall deliver notify Shareholders’ Representative of any Income amounts due from Holders in respect of any such Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(bno later than ten (10) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days Business Days prior to the date on which such return Tax Return is due, and, subject to Sections 14.3(c) and 14.8, Holders shall remit such payment to Parent no later than five (5) Business Days prior to the date such Tax Return is due. (b) In the case of Tax Returns that are filed with respect to a taxable period that ends on or prior to the Closing Date or that are filed with respect to Straddle Periods (as defined in Section 13.5 below), Parent shall prepare such Tax Return in a manner consistent with past practice, except as otherwise required by applicable Law, and shall deliver any such Tax Return, including all reasonable supporting detail, to Shareholders’ Representative for its review at least thirty (30) days prior to the date such Tax Return is required to be filed and Buyer shall incorporate filed. If Shareholders’ Representative disputes any reasonable comments of Seller to item on such Tax Returns Return, it shall notify Parent of such disputed item (or items) and the basis for its objection within ten (10) days of delivery of such Tax Return. The Parties shall act in good faith to resolve any such dispute prior to filingthe date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Shareholders’ Representative and Parent. The fees and expenses of such accounting firm shall be borne equally by Holders and Parent; subject to Section 14.8, if funds are available in the Escrow Fund, Holders’ share shall be payable out of Escrow Fund. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or Parent shall cause or permit the Company to claim any member deduction permitted by applicable Law for transaction costs on the applicable federal income Tax Return and state income Tax Return of the Company Group)for the Tax period, without or the prior written consent portion of Sellerany Straddle Period, which shall not be unreasonably withheldending on the Closing Date. For the sake of clarity, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or deductions with respect to any member of the Company Group transaction costs that is attributable are related to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying compensation (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Periodsuch as bonuses and severance payments) that could result in any increased Tax liability of any member of the Company Group (relate to payments made on or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of prior to the Closing Date, and neither Parent nor Seller or within 2.5 months after the Closing Date, shall (and neither Parent nor Seller shall allow be included on such Tax Returns as attributable to Tax periods ending, or the portion of any member of Straddle Period, ending on the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay BonusesClosing Date.

Preparation of Tax Returns and Payment of Taxes. (ai) Seller, at its sole cost and expense, Parent shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared at Parent’s expense) and timely filed) file all Tax Returns that are of the Company and its Subsidiaries required to be filed with respect to any member of the Company Group that are due Governmental Entity after the Closing Date Date, and shall pay (including all Tax Returns for Straddle Periodsor cause to be paid) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To With respect to any Tax Returns filed with respect to any taxable periods (or portions thereof) ending on or before the extent relating to a Closing Date (“Pre-Closing Taxable PeriodPeriods”), the Company Indemnifying Parties shall be responsible for the Taxes of the Company and its Subsidiaries for all Pre-Closing Taxable Periods (“Pre-Closing Taxes”). Parent shall notify the Securityholders’ Representative and the Escrow Agent pursuant to the provisions of Section 8.4(a) with respect to any amounts for Taxes due from the Company Indemnifying Parties in respect of any such Tax Return, and the provisions of Section 8.4 shall apply with respect thereto. (ii) In the case of Tax Returns that are filed after the Closing Date with respect to taxable periods that end on or prior to the Closing Date, Parent shall prepare such Tax Returns shall be prepared on in a basis manner consistent with existing procedurespast practice, practices, and accounting methods of the members of the Company, unless except as otherwise required by Law. Buyer The Company Indemnifying Parties shall be responsible for all Pre-Closing Taxes with respect to any such Tax Returns. Parent shall deliver any Income such Tax Return Returns to the Securityholders’ Representative for a Straddle Period or any other review at least 30 days prior to the date such Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is Returns are required to pay be filed. If the Securityholders’ Representative disputes any item on any such Tax Return, the Securityholders’ Representative shall notify Parent of such disputed item (or indemnify under this Annex I items) and the basis for Seller’s review as soon as reasonably practical but its objection. The parties shall act in good faith to resolve any case at least fifteen (15) days such dispute prior to the date on which such return the relevant Tax Return is required to be filed. (iii) In the case of Tax Returns that are filed with respect to any taxable period that begins before and Buyer ends after the Closing Date (a “Straddle Period”), Parent shall incorporate any reasonable comments of Seller to prepare such Tax Returns prior (“Straddle Returns”) in a manner consistent with past practice, except as otherwise required by Law. The Company Indemnifying Parties shall be responsible for all Pre-Closing Taxes with respect to filingany Straddle Period (whether or not shown on any Straddle Return). Parent shall notify the Securityholders’ Representative and the Escrow Agent pursuant to the provisions of Section 8.4(a) with respect to any amounts due from the Company Indemnifying Parties in respect of any Pre-Closing Taxes with respect to any Straddle Period, and the provisions of Section 8.4 shall apply with respect thereto. (civ) Unless required From and after the Closing Date, the Parent Indemnifying Parties shall indemnify the Company Indemnifying Parties against, and hold them harmless from, any and all Damages arising out of any Taxes of the Post-Spin-Off Company Group for that portion of Taxes attributable to a Straddle Period that does not constitute Pre-Closing Taxes, other than amounts for which a Parent Indemnifying Party is indemnified by Law the Company Indemnifying Parties under Section 8.2(a). (v) For purposes of this Agreement, in the case of any Taxes of the Company or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall Subsidiaries that are payable with respect to any Straddle Period, the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or shall cause related to income or permit receipts, or (y) imposed in connection with any member sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of the Company Group)or its Subsidiaries or otherwise measured by the level of any item, without be deemed to be the prior written consent amount of Sellersuch Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which shall not be unreasonably withheldis the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, conditioned any exemption, deduction, credit or delayed, take any action other item (including, without limitation, making or changing the effect of any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax election based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.8 shall be computed by reference to the level of or such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with respect to any member past practice of the Company Group that is attributable and its Subsidiaries. The parties hereto will, to any Pre-Closing Tax Period or Straddle Periodthe extent permitted by applicable law, amending, re-filing or otherwise modifying (or granting an extension elect with the relevant Governmental Entity to treat a portion of any applicable statute of limitations with respect to any Pre-Closing Tax Straddle Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or as a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes short taxable period ending as of the close of business on the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) SellerExcept as otherwise provided by Section 9.1, at its sole cost and expense, Sellers shall prepare and timely file (i) all Tax Returns with respect to the Acquired Assets, including of the Acquired Subsidiaries, for any Tax period ending on or have prepared before the Closing Date and cause to be timely filed(ii) all Tax Returns of any member of the Company Group due under applicable Law prior Sellers. Except to the Closing Date and all Income extent any Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are reflected on a return required to be prepared and filed by applicable Law after the Closing Date. All Taxes indicated Sellers pursuant to this Section 9.4 is otherwise reflected as due and payable on such Tax Returns an adjustment to Purchase Price or constitutes an Assumed Liability, Sellers shall be paid or will be paid liable and responsible for, and pay any Taxes relating to periods covered by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer Purchaser shall prepare and timely file (or cause to be prepared and timely filed) all other Tax Returns that are required to be filed with respect to any member of the Company Group that are due after the Closing Date (including all Tax Returns Acquired Assets for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension including of any Acquired Subsidiaries, that are not addressed by Section 9.4(a). With respect to any Straddle Period, Purchaser shall prepare such Tax Returns consistent with past practice, except as otherwise required by applicable statute Law. Purchaser shall provide Company with a draft of limitations such Tax Returns with respect to the Acquired Assets for any Pre-Closing Tax Period or Straddle Period, along with a calculation of the amount of the Taxes consistent with Section 9.4(c) that relate to the portion of the period ending on the Closing Date and are the responsibility of Sellers at least thirty (30) days prior to the filing of any such Tax Return; provided that if such Tax Return is due less than forty five (45) days after Closing, then Purchaser shall deliver a draft of such Tax Return as soon as practicable after the Closing. Purchaser shall incorporate any member changes reasonably requested by Sellers with respect to such Tax Returns. (c) All real property taxes, personal property taxes, ad valorem and similar periodic Taxes and obligations levied on or with respect to the Acquired Assets for any Straddle Period (collectively, the “Apportioned Obligations”) shall be apportioned between Sellers, on the one hand, and Purchaser, on the other hand, based on the number of days of such taxable period included in the Company Group that relates or is attributable to any Pre-Closing Tax Period or and the number of days included in the Post-Closing Tax Period. Sellers shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period (“Straddle Period Taxes”) and Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. The Apportioned Obligations shall be prorated (based on the most recent available Tax statement, latest Tax valuation and latest bills) that could result in any increased Tax liability of any member as of the Company Group Closing. If the Closing occurs before the Tax rate is fixed for the then current fiscal or calendar year, whichever is applicable, the proration of the corresponding Taxes shall be on the basis of the tax rate for the last preceding year applied to the latest assessed valuation. (or Seller or any of its Affiliatesd) Except as expressly provided in Section 9.4(e) or a reduction in Section 9.5, Purchaser shall not file any Tax asset in respect Return, file an amendment to any previously-filed Tax Return, or otherwise take any Tax position that has the effect of increasing any Tax due for a Pre-Closing Tax Period or portion of a Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of Period ending on the Closing Date, unless required to do so by applicable Law, and neither Parent nor Seller shall provide no less than five (and neither Parent nor Seller 5) days’ notice of its position to the Company before filing any such Tax Return. (e) At Purchaser’s request, Sellers shall allow any member join with Purchaser in making (or Purchaser shall be permitted to unilaterally make) an election pursuant to Section 336(e), Section 338(g) and/or Section 338(h)(10) of the Affiliated Group to) claim Code and any deductions for Income similar provisions of state Tax purposes Law with respect to the Employee Stay Bonusespurchase of the Acquired Subsidiaries hereunder (collectively, the “Tax Elections”) to the extent that such Tax Elections do not materially increase the cash Tax liability of Sellers from the transactions contemplated in this Agreement as reasonably determined by Sellers. Purchaser shall be responsible for the preparation of all forms and documents required in connection with the Tax Elections (the “Tax Forms”). Upon receipt of the Tax Forms prepared by Purchaser, and Sellers shall promptly execute and deliver such Tax Forms back to Purchaser (and, to the extent instructed to do so by Purchaser, promptly file such Tax Forms) and take such actions as may be reasonably requested by Purchaser thereafter in connection with making or perfecting the Tax Elections. The parties shall cooperate fully with each other and make available to each other such Tax data and other information as may be reasonably required in order to prepare and file the Tax Elections.

Preparation of Tax Returns and Payment of Taxes. (a) SellerExcept as otherwise provided by Section 9.1, at its sole cost and expense, Sellers shall prepare and timely file file, in a manner consistent with past practice except as otherwise required by applicable Law, (or have prepared and cause to be timely filedi) all Tax Returns of any member with respect to the OpCo Acquired Assets, including of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group Acquired Subsidiaries, for any Pre-OpCo-Closing Taxable Tax Period, (ii) all Tax Returns for any Pre-OpCo-Closing Tax Period that are with respect to any sales Tax, use Tax, personal property Tax, real property Tax, employee wage withholding, payroll Tax, and other ordinary course operational Tax liabilities, (iii) all Tax Returns with respect to the PropCo Acquired Assets for any Pre-PropCo-Closing Tax Period and (iv) all income Tax Returns of Sellers, in each case, except to the extent such Tax Return relates solely to a Tax included on Schedule 1.4(g) or otherwise constitutes an Assumed Liability. Except to the extent any Tax reflected on a return required to be prepared and filed by Sellers pursuant to this Section 9.4(a) constitutes an Assumed Liability or is included on Schedule 1.4(g), Sellers shall be liable and responsible for, and timely pay any such Taxes relating to periods covered by such Tax Returns. Sellers shall provide Purchasers with a draft of such Tax Returns which need to be filed by applicable Law after the Closing Date. All Taxes indicated an Acquired Subsidiary at least thirty (30) days, or as due and payable on such Tax Returns shall be paid or will be paid by Seller soon as and when required by Law. Seller shall make available to Buyer for its review such Tax Returnsreasonably practical thereafter, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of any such Tax ReturnsReturn. Such If a Purchaser disputes any item on such Tax Returns Return, the Parties shall negotiate in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be prepared filed. If the Parties cannot resolve any disputed item, the item in question shall timely be referred to, and resolved by, a nationally-recognized accounting firm mutually acceptable to each Purchaser and Sellers in accordance with existing proceduresthe procedures set forth in Section 2.9 and the resolution of such dispute shall be final and binding on the Parties; provided that, practicesif no resolution has been reached prior to the date on which the relevant Tax Return becomes due (taking into account any validly obtained extensions), Sellers shall be permitted to file such Tax Return, and accounting methods the relevant Tax Return shall thereafter be amended to reflect its subsequent resolution. With respect to Straddle Periods, Sellers shall be liable and responsible for, and shall promptly pay any Taxes reflected on a return described in clauses (i)(A), (i)(B) and (ii)(A) of Section 9.4(b) for the portion of any OpCo Straddle Period and any PropCo Straddle Period (as applicable) ending at the end of the members of applicable Closing Date, as determined pursuant to Section 9.4(c), in each case, except to the Company Groupextent such Tax is included on Schedule 1.4(g) or otherwise constitutes an Assumed Liability. (b) Except as otherwise provided in by Section 4(a9.1, (i) of this Annex I, Buyer OpCo Purchaser shall prepare and timely file (or cause to be prepared and timely filedA) all Tax Returns that are required with respect to be filed the OpCo Acquired Assets, including of any Acquired Subsidiaries, and the OpCo Assumed Liabilities, for any Post-OpCo-Closing Tax Period and any OpCo Straddle Period, (B) all Tax Returns for any Post-OpCo-Closing Tax Period and any OpCo Straddle Period with respect to any member of the Company Group that are due after the Closing Date sales Tax, use Tax, personal property Tax, real property Tax, employee wage withholding, payroll Tax, and other ordinary course operational Tax liabilities and (including C) all Tax Returns for any Tax period that relate solely to an OpCo Assumed Liability (each, an “OpCo Tax Return”); and (ii) PropCo Purchaser shall prepare and timely file (A) all Tax Returns with respect to the PropCo Acquired Assets and the PropCo Assumed Liabilities, for any Post-PropCo-Closing Tax Period and any PropCo Straddle PeriodsPeriod and (B) all Tax Returns for any Tax period that relate solely to a PropCo Assumed Liability (each, a “PropCo Tax Return”). OpCo Purchaser shall be liable and responsible for, and shall pay any Taxes (w) that are included on Schedule 1.4(g) or otherwise constitute OpCo Assumed Liabilities, (x) reflected on an OpCo Tax Return described in clauses (i)(A) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b(i)(B) of this Annex I that shows Section 9.4(b) for any Post-OpCo-Closing Tax Period, (y) reflected on an OpCo Tax Return described in clause (i)(C) of this Section 9.4(b), and (z) reflected on an OpCo Tax Return described in clauses (i)(A) through (i)(B) of this Section 9.4(b) for the portion of any OpCo Straddle Period beginning the day after the OpCo Closing Date, as determined pursuant to Section 9.4(c); and PropCo Purchaser shall be liable and responsible for, and shall pay any Taxes (x) reflected on a PropCo Tax that Return described in clause (ii)(A) of this Section 9.4(b) for any Post-PropCo-Closing Tax Period, (y) reflected on a PropCo Tax Return described in clause (ii)(B) of this Section 9.4(b), and (z) reflected on a PropCo Tax Return described in clause (ii)(A) of this Section 9.4(b) for the Seller or Parent is required portion of any PropCo Straddle Period beginning the day after the PropCo Closing Date, as determined pursuant to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filingSection 9.4(c). (c) Unless required by Law For purposes of allocating liability between Sellers and Purchasers for purposes of determining the portion of Taxes that constitute OpCo Taxes or a determination PropCo Taxes, as the case may be, for any OpCo Straddle Period or PropCo Straddle Period (as applicable), the amount of a Governmental Authority that is finalsuch taxes attributable to the portion of the applicable Straddle Period ending at the end of the applicable Closing Date, neither Buyer nor any of its Affiliates shall (i) in the case of property Taxes and other Taxes imposed on a periodic basis without regard to income, gross receipts, payroll, sales or shall cause any specific transaction or permit any member event, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of such Straddle Period ending at the end of the Company Group), without applicable Closing Date and the prior written consent denominator of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election is the number of or with respect to any member of calendar days in the Company Group that is attributable to any Pre-Closing Tax Period or entire Straddle Period, amending, re-filing or otherwise modifying and (or granting an extension ii) in the case of any sales Tax, use Tax, employee wage withholding, payroll Tax, and other ordinary course operational Tax liabilities, be deemed to be the amount of such Taxes that would be payable if the applicable statute Tax period ended at the end of limitations with respect the applicable Closing Date. Except to the extent included on Schedule 1.1(y), Sellers’ liability for any Tax hereunder shall be reduced by an amount equal to any Pre-Closing prepaid Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any similar Tax asset in respect of that reduces a Pre-Closing Tax Period or Straddle PeriodPurchaser’s obligation for any Taxes. (d) Unless With respect to any Straddle Period, the applicable Purchaser shall prepare such Tax Returns in a manner consistent with past practice except as otherwise required by applicable Law. OpCo Purchaser shall provide the Company with a draft of any OpCo Tax Return that is a Straddle Period Tax Return, Parent and Seller agree PropCo Purchaser shall provide the Company with a draft of any PropCo Tax Return that none is a Straddle Period Tax Return, in each case, along with a calculation of the Employee Stay Bonuses payments have accrued for Income Tax purposes as amount of such Taxes that relate to the portion of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member applicable Straddle Period ending at the end of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to applicable Closing Date and are the Employee Stay Bonuses.responsibility of Sellers, at least thirty

Preparation of Tax Returns and Payment of Taxes. In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company for any taxable period (or portion thereof) ending on or before the Closing Date (the “Pre-Closing Tax Period”) shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Taxable period of any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company for a Straddle Period that relates to the Pre-Closing Tax Period shall 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 such Straddle Period. (a) SellerEach of the parties hereto shall cooperate fully with each other to the extent reasonably requested in connection with the filing of the Tax Returns pursuant to this Section and any audit, at litigation or other proceeding with respect to such Tax Returns. Such cooperation shall include, but shall not be limited to, the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Securityholder Representatives, the Company and the Parent agree (i) to retain all books and records with respect to Tax matters relating to any Taxable period beginning before the Closing Date until the expiration of the statute of limitations (including any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements with any Taxing authority, and (ii) to give the other parties reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the Parent or the Securityholder Representatives, as the case may be, so requests, the Parent or the Securityholder Representatives shall be allowed to take possession of such books and records. (b) Each of the parties hereto further covenant and agree, upon request, to use its sole cost best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (c) The Indemnifying Securityholders shall, jointly and expenseseverally, shall prepare and timely file (pay or have prepared and cause to be timely filedpaid, if any, all transfer, sales, purchase, use, stamp, recording or similar Tax or fee under the laws of any governmental authority arising out of or resulting from the consummation of the transactions contemplated by this Agreement. (d) The Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of any member of for the Company Group due under applicable Law for all Taxable periods ending on or prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance a manner consistent with existing procedures, practices, past practice to the extent permitted by law. The Parent shall permit the Securityholder Representatives to review and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that are required to be filed with respect to any member of the Company Group that are due after the Closing Date (including all Tax Returns for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of comment on each such Tax Returns. To Return described in the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case preceding sentence at least fifteen (15) business days prior to filing of such Tax Return and to propose revisions. If the date on which such return is required Parent does not accept any revision proposed by the Securityholder Representatives, then the proposed revision in question shall be submitted for determination by an independent certified public accountant to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required selected by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member the mutual agreement of the Company Groupparties (the “Determining CPA”), without whose determination shall be binding and conclusive, and the prior written consent of Seller, which Tax Return in question shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or filed in accordance with respect to any member such determination. The cost of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of Determining CPA shall be shared equally between the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay BonusesIndemnifying Securityholders.

Preparation of Tax Returns and Payment of Taxes. (a) SellerExcept as otherwise provided by S ection 9.1, at its sole cost and expense, Sellers shall prepare and timely file (i) all Tax Returns with respect to the Acquired Assets, including of the Acquired Subsidiaries, for any Tax period ending on or have prepared before the Closing Date and cause to be timely filed(ii) all Tax Returns of any member of the Company Group due under applicable Law prior Sellers. Except to the Closing Date and all Income extent any Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are reflected on a return required to be prepared and filed by applicable Law after the Closing Date. All Taxes indicated Sellers pursuant to this Section 9.4 is otherwise reflected as due and payable on such Tax Returns an adjustment to Purchase Price or constitutes an Assumed Liability, Sellers shall be paid or will be paid liable and responsible for, and pay any Taxes relating to periods covered by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer Purchaser shall prepare and timely file (or cause to be prepared and timely filed) all other Tax Returns that are required to be filed with respect to any member of the Company Group that are due after the Closing Date (including all Tax Returns Acquired Assets for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension including of any Acquired Subsidiaries, that are not addressed by Section 9.4(a). With respect to any Straddle Period, Purchaser shall prepare such Tax Returns consistent with past practice, except as otherwise required by applicable statute Law. Purchaser shall provide Company with a draft of limitations such Tax Returns with respect to the Acquired Assets for any Pre-Closing Tax Period or Straddle Period, along with a calculation of the amount of the Taxes consistent with Section 9.4(c) that relate to the portion of the period ending on the Closing Date and are the responsibility of Sellers at least thirty (30) days prior to the filing of any such Tax Return; provided that if such Tax Return is due less than forty five (45) days after Closing, then Purchaser shall deliver a draft of such Tax Return as soon as practicable after the Closing. Purchaser shall incorporate any member changes reasonably requested by Sellers with respect to such Tax Returns. (c) All real property taxes, personal property taxes, ad valorem and similar periodic Taxes and obligations levied on or with respect to the Acquired Assets for any Straddle A pportioned Obligations one hand, and Purchaser, on the other hand, based on the number of days of such taxable period included in the Company Group that relates or is attributable to any Pre-Closing Tax Period or and the number of days included in the Post-Closing Tax Period. Sellers shall be liable for the proportionate amount of such Taxes that is attributable to the Pre- Straddle Period Taxes proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. The Apportioned Obligations shall be prorated (based on the most recent available Tax statement, latest Tax valuation and latest bills) that could result in any increased Tax liability of any member as of the Company Group Closing. If the Closing occurs before the Tax rate is fixed for the then current fiscal or calendar year, whichever is applicable, the proration of the corresponding Taxes shall be on the basis of the tax rate for the last preceding year applied to the latest assessed valuation. (or Seller or any of its Affiliatesd) Except as expressly provided in S ection 9.4(e) or a reduction in Section 9.5, Purchaser shall not file any Tax asset in respect Return, file an amendment to any previously-filed Tax Return, or otherwise take any Tax position that has the effect of increasing any Tax due for a Pre-Closing Tax Period or portion of a Straddle PeriodPeriod ending on the Closing Date, unless required to do so by applicable filing any such Tax Return. (de) Unless otherwise required by LawSellers shall join with Purchaser in making (or Purchaser shall be permitted to unilaterally make) an election pursuant to Section 336(e), Parent and Seller agree that none Section 338(g) and/or Section 338(h)(10) of the Employee Stay Bonuses payments Code and any similar provisions of state Tax Law with respect to the purchase of the Acquired Subsidiaries hereunder Tax E lections to the extent that such Tax Elections do not materially increase the cash Tax liability of Sellers from the transactions contemplated in this Agreement as reasonably determined by Sellers. Purchaser shall be responsible for the preparation of all forms and documents required in T ax Forms Upon receipt of the Tax Forms prepared by Purchaser, and Sellers shall promptly execute and deliver such Tax Forms back to Purchaser (and, to the extent instructed to do so by Purchaser, promptly file such Tax Forms) and take such actions as may be reasonably requested by Purchaser thereafter in connection with making or perfecting the Tax Elections. The parties shall cooperate fully with each other and make available to each other such Tax data and other information as may be reasonably required in order to prepare and file the Tax Elections. (a) Purchaser and Sellers have accrued the right to jointly elect at any time prior to the Closing to structure or restructure the transactions contemplated by this Agreement as a reorganization under Section 368(a)(1)(G) of the Code, with any actual or deemed distribution by the Company (or, if applicable, any of its Subsidiaries) qualifying solely under Sections 354 and G Reorganization Election ). (b) In the event that a G Reorganization Election is made, Purchaser and Sellers shall (i) implement the G Reorganization in a manner that is otherwise consistent with the rights and obligations of Purchaser and Sellers under this Agreement, (ii) treat the G Reorganization as a corporate acquisition of assets by Purchaser to which Section 381 of the Code applies, (iii) agree Regulations Section 1.368-2(g) with neither Purchaser nor any Seller taking any action or failing to take an action that will preclude the transactions contemplated by this Agreement from qualifying as a G Reorganization, (iv) take (or not take) any other actions to secure and preserve the qualification of any of the transactions set forth in this Agreement as a G Reorganization, including, without limitation, with respect to (A) repayment, cancellation or settlement of, or other actions with respect to, any intercompany accounts on or before the Closing Date, (B) the merger of one member of the Company or its Subsidiaries with another member of the Company or its Subsidiaries on or before the Closing Date or conversion (or liquidation) of any such member into a limited liability company on or before the Closing Date, (C) the filing of any Tax elections to treat any such entity as a disregarded entity for Income U.S. federal income Tax purposes as of on or before the Closing Date, and neither Parent nor (D) satisfaction of the ownership requirements set forth in Section 382(l)(5)(A) of the L5 ) to the extent that Purchaser and Sellers agree that Purchaser is potentially eligible to make an L5 election and Purchaser agrees that the preservation of the ability to make provided that Sellers shall not be limited in respect of disposing of any of its assets if and to the extent permitted under the other provisions of this Agreement and taking or refraining from taking any action required by law, including if such actions would be inconsistent with its obligations under the Bankruptcy Code. (c) To the extent not addressed by the foregoing, Purchaser and each Seller shall also furnish or cause to be furnished to each other all documentation and information of Sellers or any of their Affiliates as reasonably requested in connection with (and neither Parent nor Seller shall allow any member i) the treatment of the Affiliated Group totransactions contemplated by this Agreement as one or more reorganizations under Section 368 of the Code and/or in connection with qualifying for the application of Section 382(l)(5) claim of the Code and (ii) the Tax basis, losses, and credits (including carryovers), income, gains, deductions and other attributes or Tax items of Sellers or any deductions for Income Tax purposes with respect to the Employee Stay Bonusesof their Affiliates.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, The Company shall (i) prepare and timely file (or have prepared and cause to be timely filedprepared) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date or any of its Subsidiaries and timely file all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after it (or them) on or before the Closing Date. All Date (“Post-Signing Tax Returns”); (ii) consult with Parent with respect to all Post-Signing Tax Returns that are income Tax Returns and all other material Post-Signing Tax Returns and deliver drafts of such Post-Signing Tax Returns to Parent no later than 10 Business Days prior to the date (including extensions) on which such Post-Signing Tax Returns are required to be filed; and (iii) fully and timely pay all Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such in respect of all Post-Signing Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(aParent shall (i) of this Annex Iat its own expense, Buyer shall prepare and timely file (or cause to be prepared prepared) in a manner consistent with past practice, and timely filed) file all Tax Returns of the Company or any of its Subsidiaries with respect to any Tax Returns filed with respect to any taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that are required to be filed with respect to any member of the Company Group that are due Governmental Entity after the Closing Date (including all Date, provided, that Parent shall deliver any such Tax Return to the Sellers’ Representative for its review at least 20 Business Days prior to the date such Tax Return is required to be filed and Parent shall make such revisions to such Tax Returns for Straddle Periodsas are requested by the Sellers’ Representative that are required by applicable Law, and (ii) and shall, subject pay (or cause to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit be paid) any Taxes shown as due in respect of such Tax Returns. To With respect to any Tax Returns filed with respect to any Pre-Closing Taxable Periods, to the extent relating that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount of Taxes that are included as current liabilities in the determination of Net Working Capital, Parent shall be entitled to recover such excess solely from the Escrow. Parent shall notify the Sellers’ Representative of any amounts to be distributed from the Escrow in respect of any such Tax Return no later than 20 Business Days prior to the date on which such Tax Return is due, and Parent and the Sellers’ Representative shall deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release such amount from the Escrow and pay such amount to Parent in accordance with the Escrow Agreement no later than five Business Days prior to the date such Tax Return is due. (c) In the case of Tax Returns that are filed with respect to Straddle Periods, Parent shall prepare such Tax Return in a manner consistent with past practice, and timely file such Tax Returns with the applicable Governmental Entity, provided, that Parent shall deliver any such Tax Return to the Sellers’ Representative for its review at least 20 Business Days prior to the date such Tax Return is required to be filed and Parent shall consider in good faith such revisions to such Tax Returns as are requested by the Sellers’ Representative with respect to any portion of such Tax Return that is applicable to a Pre-Closing Taxable Period, . The cost of preparing such Tax Returns shall will be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of paid by the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, The Sellers shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) file all Tax Returns that of the affiliated group or consolidated, combined or unitary Table of Contents group, within the meaning of Section 1504(a) of the Code or comparable provision of state or local law, filing consolidated federal income Tax Returns or consolidated, combined or unitary state and local income Tax Returns of which the Sellers and the Company or any of the Subsidiaries are or were members on or prior to the Closing Date (the “Seller Group”) required to be filed with any Tax authority for Tax periods or portions thereof ending on or before the Closing Date, which are filed after the Closing Date (any such consolidated federal income Tax Returns together with any such consolidated, combined or unitary state and local income Tax Returns are referred to herein as “Pre-Closing Seller Group Tax Returns”). The Sellers also shall prepare or cause to be prepared and file all other Tax Returns required to be filed with respect to the Company or any member of the Subsidiaries on or prior to the Closing Date. (b) The Sellers shall include the income and deductions of the Company Group and the Subsidiaries that are due members of the Seller Group (including any deferred income triggered into income under Treasury Regulation Sections 1.1502-13 and 1.1502-14, any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19 resulting from or related to transactions contemplated under this Agreement and any Taxes resulting from the Section 338(h)(10) Election, any Section 338(g) Election and any Check-the-Box Election) on the Pre-Closing Seller Group Tax Returns for all periods or portions thereof through and including the Closing Date and pay any federal, state, or local income Taxes attributable to such income (“Pre-Closing Seller Group Taxes”). (c) Other than as set forth in Sections 11.1(a) and 11.1(b), the Buyer shall prepare or cause to be prepared and file all Tax Returns of the Company and the Subsidiaries required to be filed with any Tax authority after the Closing Date. Such Tax Returns shall include the Tax Returns of any non-United States Subsidiaries, which are not members of the Seller Group, required to be filed with any Tax authority after the Closing Date (including all “Foreign Tax Returns”). In the event that any Taxes payable are shown on such Foreign Tax Returns for Straddle Periods) Tax periods or portions thereof through and shall, subject to Buyer’s and including the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Closing Date (“ Pre-Closing Taxable PeriodForeign Taxes”) exceed Taxes which are included as current liabilities (excluding any reserve for deferred taxes established to reflect timing differences between book and Tax income (a “Deferred Tax Reserve”)) on the Net Current Assets Statement as finally determined pursuant to Section 1.4, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that permit the Seller or Parent is required Sellers to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date and comment on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Foreign Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither . The Buyer nor any of its Affiliates shall (or shall cause or permit any member notify the Sellers of the Company Group), without the prior written consent amount of Seller, which shall not be unreasonably withheld, conditioned or delayed, take such Pre-Closing Foreign Taxes and any action (including, without limitation, making or changing any Tax election of or other Taxes with respect to any member such Tax Returns for which the Sellers are liable pursuant to Section 11.2. The Sellers shall pay the amount of such Taxes to the Company Group that is attributable Buyer in immediately available funds at least five Business Days prior to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect the date such Taxes are required to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Periodbe paid. (d) Unless otherwise required by LawFor purposes of this Agreement, Parent and Seller agree that none in the case of any Taxes of the Employee Stay Bonuses payments have accrued for Income Company or any of the Subsidiaries that are payable with respect to any Tax purposes as period beginning before and ending after the Closing Date (a “Straddle Period”), the portion of any such Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer Table of Contents or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, which are covered under Section 6.9), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date, ; and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member ii) in the case of the Affiliated Group toTaxes (other than those described in clause (i) claim any deductions for Income Tax purposes above) that are imposed on a periodic basis with respect to the Employee Stay Bonusesbusiness or assets of the Company or the Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and the Subsidiaries.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, The Company shall (i) prepare and timely file (or have prepared and cause to be timely filedprepared) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date or any of its Subsidiaries and timely file all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after it (or them) on or before the Closing Date. All Date (“Post-Signing Tax Returns”); (ii) consult with Parent with respect to all Post-Signing Tax Returns that are income Tax Returns and all other material Post-Signing Tax Returns and deliver drafts of such Post-Signing Tax Returns to Parent no later than ten (10) Business Days prior to the date (including extensions) on which such Post-Signing Tax Returns are required to be filed; and (iii) fully and timely pay all Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such in respect of all Post-Signing Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(aParent shall (i) of this Annex Iat its own expense, Buyer shall prepare and timely file (or cause to be prepared prepared) in a manner consistent with past practice, and timely filed) file all Tax Returns of the Company or any of its Subsidiaries with respect to any Tax Returns filed with respect to any taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that are required to be filed with respect to any member of the Company Group that are due Governmental Entity after the Closing Date Date, provided, that Parent shall deliver any such Tax Return to Seller for its review at least thirty (including all 30) Business Days prior to the date such Tax Return is required to be filed and Parent shall make such revisions to such Tax Returns for Straddle Periodsas are requested by Seller unless such Seller request is contrary to applicable Law, and (ii) and shall, subject pay (or cause to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit be paid) any Taxes shown as due in respect of such Tax Returns. To With respect to any Tax Returns filed with respect to any Pre-Closing Taxable Periods, Seller shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns, to the extent relating that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount of Taxes that are included as current liabilities in the determination of Net Working Capital. Parent shall notify Seller of any amounts due from Seller in respect of any such Tax Return no later than twenty (20) Business Days prior to the date on which such Tax Return is due, and Parent and Seller shall deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release such amount from the Escrow and pay such amount to Parent in accordance with the Escrow Agreement no later than five (5) Business Days prior to the date such Tax Return is due. (c) In the case of Tax Returns that are filed with respect to Straddle Periods, Parent shall, at its own expense, prepare such Tax Return in a manner consistent with past practice, and timely file such Tax Returns with the applicable Governmental Entity, provided, that Parent shall deliver any such Tax Return to Seller for its review at least thirty (30) Business Days prior to the date such Tax Return is required to be filed and Parent shall make such revisions to such Tax Returns as are requested by Seller with respect to any portion of such Tax Return that is applicable to a Pre-Closing Taxable Period, unless such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Seller request is contrary to applicable Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, Triarc shall prepare (or cause to be prepared), and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior with respect to the Closing Date Purchased Assets and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period Assumed Liabilities that are required to be filed by applicable Law with any Governmental Entity after the Closing Date. All Taxes indicated as due and payable on such Date other than Pre-Closing Income Tax Returns and shall pay (or cause to be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15paid) days prior to the filing any Taxes due in respect of such Tax Returns. Such With respect to any such Tax Returns filed with respect to any taxable periods (or portions thereof) ending on or before the Closing Date ("PRE-CLOSING TAXABLE PERIODS"), RTMMC and the Members shall be prepared responsible for the Pre-Closing Taxes due in accordance with existing proceduresrespect of such Tax Returns, practicesto the extent that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount of Taxes that are specifically identified as current liabilities (excluding any reserve for deferred taxes established to reflect timing differences between book and Tax income) on the RTM Closing Balance Sheet, and accounting methods Triarc shall, subject to Section 7.01(a), be responsible for all other Pre-Closing Taxes shown as due on such Tax Returns. Triarc shall notify the RTM Representatives of any amounts due from RTMMC and the members Members in respect of any such Tax Return no later than ten Business Days prior to the Company Groupdate on which such Tax Return is due, and RTMMC and the Members shall remit such payment to Triarc no later than five Business Days prior to the date such Tax Return is due. (b) Except as provided in Section 4(a) In the case of this Annex Iany income Tax Returns of RTMMC with respect to any Taxable periods ending on or before the Closing Date ("PRE-CLOSING INCOME TAX RETURNS"), Buyer RTMMC shall prepare and timely file such Tax Returns in a manner consistent with past practice, except as otherwise required by a change of law or a good faith resolution of a contest. In the case of Tax Returns that are filed with respect to a Taxable period that ends on or prior to the Closing Date other than Pre-Closing Income Tax Returns, Triarc shall prepare (or cause to be prepared prepared) such Tax Return in a manner consistent with past practice, except as otherwise required by a change in law or a good faith resolution of a contest, and timely shall deliver any such Tax Return to RTMMC for its review at least 30 days prior to the date such Tax Return is required to be filed. If RTMMC disputes any item on such Tax Return, it shall notify Triarc of such disputed item (or items) all and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by the Independent Accountants. The fees and expenses of the Independent Accountants shall be borne equally by Triarc and RTMMC (including the Members). (c) With respect to Tax Returns that are required to be filed by or with respect to any member of the Company Group Purchased Assets and Assumed Liabilities for a period that are due begins before and ends after the Closing Date (including all Tax "STRADDLE RETURNS"), such Straddle Returns for Straddle Periods) shall be prepared by Triarc in a manner consistent with past practice (except as otherwise required by a change in law or a good faith resolution of a contest), and shall, subject to Buyer’s RTMMC and the Tax Indemnified Party’s right to indemnification Members shall be responsible for Tax Losses, remit any the Pre-Closing Taxes shown as due in respect of such Straddle Returns in excess of the amount of such Taxes which are specifically identified as current liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax Returnsincome) on the RTM Closing Balance Sheet. To Triarc shall notify RTMMC of any amounts due from RTMMC and the extent relating Members in respect of any Straddle Return no later than ten Business Days prior to a Pre-Closing Taxable Period, the date on which such Tax Returns shall be prepared on a basis consistent with existing procedures, practicesStraddle Return is due, and accounting methods of RTMMC and the members of Members shall remit such payment to Triarc no later than five Business Days prior to the Company, unless otherwise required by Lawdate such Straddle Return is due. Buyer Triarc shall deliver any Income Tax Straddle Return to RTMMC for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s its review as soon as reasonably practical but in any case at least fifteen (15) 30 days prior to the date on which such return Tax Return is required to be filed and Buyer shall incorporate filed. If RTMMC disputes any reasonable comments of Seller to item on such Tax Returns Return, it shall notify Triarc of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to filingthe date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by the Independent Accountants. The fees and expenses of the Independent Accountants shall be borne equally by Triarc and RTMMC (including the Members). (cd) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer Neither Triarc nor any of its Affiliates shall (amend, refile or shall cause otherwise modify any Tax Return relating in whole or permit in part to the Purchased Assets and Assumed Liabilities with respect to any member of the Company Group), Pre-Closing Taxable Period without the prior written consent of Sellerthe RTMMC, which consent shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) SellerWhere required or permitted by applicable Law, at its sole cost the Sellers shall include the Companies and expenseSubsidiaries, or cause the Companies and Subsidiaries to be included in, and shall prepare and timely file (or have prepared and cause to be timely filed, (i) all the United States consolidated federal income Tax Returns of any member the Sellers for the taxable periods (or portions thereof) of the Company Group due under applicable Law Companies and Subsidiaries ending on or prior to the Closing Date and (ii) where applicable, all Income other consolidated, combined or unitary Tax Returns for the taxable periods (other than Straddle Period returnsor portions thereof) of the Companies and Subsidiaries ending on or prior to the Closing Date, and shall pay any member and all Taxes due with respect to the returns referred to in clause (i) or (ii) of this Section 9.3(a), including but not limited to any liability due with respect to any Section 338(h)(10) Election made pursuant to Section 9.8 hereof. The Sellers shall also (and shall cause the Companies and Subsidiaries to) timely file all other Tax Returns of or which include the Companies or any of the Company Group for any Pre-Closing Taxable Period that are Subsidiaries required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable (taking into account any extensions) on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax ReturnsClosing Date and shall pay or cause to be paid any and all Taxes shown as due thereon. Such All Tax Returns described in this Section 9.3(a) shall be prepared in accordance a manner consistent with existing procedures, practices, and accounting methods of the members of the Company Groupprior practice unless a contrary treatment is required by applicable Law. (b) Except as provided in Section 4(a) of this Annex I, Buyer Purchaser shall prepare and timely file (or cause to be prepared and timely filed) filed all Tax Returns that are (other than those Tax Returns described in Section 9.3(a)) required to be filed with respect to any member of by the Company Group that are due Companies and Subsidiaries after the Closing Date (including all Tax Returns for Straddle Periods) and shalland, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Lossespayment from the Sellers under Section 9.3(c), remit any pay or cause to be paid all Taxes shown as due in respect of such Tax Returnsthereon. To the extent relating to a Pre-Closing Taxable Periodany Taxes shown due on any Tax Return described in this Section 9.3(b) are indemnifiable by the Seller, such Tax Returns Return shall be prepared on in a basis manner consistent with existing procedures, practicesprior practice unless a contrary treatment is required by applicable Law, and accounting methods Purchaser shall provide (or cause the Companies and Subsidiaries to provide) the Sellers with copies of such Tax Returns (or, in the members case of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period Returns that include Purchaser or any Affiliate of Purchaser other than the Companies and Subsidiaries, the portion of such Tax Return that is required under this Section 4(bReturns relating to the Companies and the Subsidiaries) of this Annex I that shows a Tax that at least 30 days prior to the Seller or Parent is required to pay or indemnify under this Annex I due date for filing thereof (including extensions) for the Seller’s review as soon as reasonably practical but and approval and the Sellers shall have the right (at the Seller’s expense) to review all work papers and procedures used to prepare any such Tax Return. The Sellers and Purchaser shall attempt in good faith to resolve any case disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Sellers and Purchaser are unable to resolve any dispute with respect to such Tax Return at least fifteen (15) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 9.10, which resolution shall be binding on which such return is required the parties. Notwithstanding the foregoing, nothing contained in this Section 9.3 shall in any manner terminate, limit or adversely affect any right of the Purchaser Indemnified Parties, the Sellers or the Companies and Subsidiaries to be filed and Buyer shall incorporate receive indemnification pursuant to any reasonable comments of Seller to such Tax Returns prior to filingprovision in this Agreement. (c) Unless required by Law Not later than three (3) days prior to the due date for the payment of Taxes (including extensions) on any Tax Returns which Purchaser has the responsibility to file or a determination of a Governmental Authority cause to be filed pursuant to Section 9.3(b), the Sellers shall pay to Purchaser an amount equal to that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member portion of the Company Group), without Taxes shown on such return for which the prior written consent Sellers have an obligation to indemnify the Purchaser Indemnified Parties pursuant to the provisions of Seller, which Section 9.1. No payment pursuant to this Section 9.3(c) shall not be unreasonably withheld, conditioned excuse the Sellers from their indemnification obligations pursuant to Section 9.1 if the amount of Taxes as ultimately determined (on audit or delayed, take any action (including, without limitation, making or changing any otherwise) for the periods covered by such Tax election of or with respect to any member Returns exceeds the amount of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle PeriodSeller’s payment under this Section 9.3(c). (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) SellerThe Sellers shall, subject to subsection 6.2(d), duly and timely prepare and file, at its sole cost and expensethe expense of the Sellers, shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior required to be filed after the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group by or with respect to a Purchased Entity for any Pre-Closing Taxable Tax Period that are of such Purchased Entity, and, except to the extent otherwise required to be filed by applicable Law after or herein (including as contemplated by the Closing Date. All Taxes indicated as due and payable on Reorganization), all such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance a manner consistent with existing procedurespast practices and, practiceson such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and accounting methods filing similar Tax Returns in prior periods or as otherwise provided for herein; provided that a Seller shall be entitled to claim the maximum of all discretionary and other available deductions, credits, losses and attributes which arose in respect of a period (or portion thereof) ending on or prior to the Closing Date. The Parties acknowledge that, at the option of a Seller, an election under subsection 256(9) of the members ITA will be made in respect of the Company Grouptaxation year of a Pre-Closing Tax Period of a Purchased Entity. (b) Except Colliers shall, subject to subsection 6.2(d), cause each Purchased Entity to duly and timely prepare and file, at the expense of such Purchased Entity, all Tax Returns required to be filed by or with respect to such Purchased Entity for any Straddle Period of such Purchased Entity and, except to the extent otherwise required by applicable Law or herein (including as contemplated by the Reorganization), all such Tax Returns shall be prepared in a manner consistent with past practices and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods or as otherwise provided for herein. (c) For the purposes of subsection 6.2(d), the Parties responsible to cause the preparation of a Tax Return referred to in Section 4(asubsection 6.2(a) or 6.2(b) is referred to in subsection 6.2(d) as the “Preparer” and: (i) if the Preparer is the Sellers, “Reviewer” as used in subsection 6.2(d) means Colliers; or (ii) if the Preparer is Colliers, “Reviewer” as used in subsection 6.2(d) means the Sellers (collectively). (d) The Preparer shall provide or cause to be provided to the Reviewer, at least 15 days (or such other number of days as shall be mutually agreed to by the Preparer and the Reviewer in writing) prior to the applicable deadline for the filing of each Tax Return (including extensions) which the Preparer is required to cause to be prepared in accordance with the preceding provisions of this Annex ISection 6.2, Buyer as applicable, a copy of such Tax Return, together with all supporting documentation and work papers, for the Reviewer’s review and comment. The Reviewer shall prepare have the period of ten (10) days (or such other number of days as shall be mutually agreed to by the Preparer and the Reviewer in writing) following its receipt of such Tax Return to provide the Preparer with any comments or disputed items related to such Tax Return. The Preparer shall consider such comments in good faith, and the Preparer and the Reviewer shall attempt in good faith to resolve such disputed items. Upon resolution of any disputed items, the Preparer shall timely file, or cause to be timely filed, such Tax Return and the Sellers or a Purchased Entity, as applicable, shall pay all Taxes due with respect to such Tax Return to the extent that such Taxes did not otherwise reduce the Purchase Price, were not offset by the Closing Cash and were not otherwise paid by a Sale Party in accordance with this Agreement, and the liability for the payment of such Taxes shall be determined pursuant to such of the provisions of Section 6.3 as are applicable to such Taxes. If the disputed items are not resolved by the Preparer and the Reviewer within 25 days (or such other number of days as shall be mutually agreed to by the Preparer and the Reviewer in writing) following the Reviewer’s submission of its disputed items, the then unresolved disputed items shall be submitted to the Selected Accountants (as hereinafter defined) to resolve such then unresolved disputed items; provided, however, that: (i) if the disputed items are not resolved by the statutory due date for filing of such Tax Return, the Preparer shall timely file (or cause to be prepared and timely filed) the Tax Return and the Sellers or a Purchased Entity as applicable, shall pay the Taxes due (and, for the avoidance of doubt, the respective liability of the Sellers and a Purchased Entity for the Taxes so paid shall be determined pursuant to such of the provisions of Section 6.3 as are applicable to such Taxes); (ii) the later resolution of the dispute by the Selected Accountants shall be final, conclusive and binding on all Tax Returns that are required of the Parties; and (iii) the Preparer and the Reviewer shall, if necessary, file (or cause to be filed with respect to any member of the Company Group that are due after the Closing Date (including all Tax Returns for Straddle Periodsfiled) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.amended Tax

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, Seller Parent shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that are of the members of the Company Group required to be filed with respect to any member of the Company Group that are due after the Closing Date (including for all Tax Returns for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable PeriodTax Periods. Unless otherwise required by a change in Applicable Law, such Tax Returns shall be prepared on in a basis manner consistent with existing procedures, practices, and accounting methods past practice. In the case of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other such Tax Return that is required under this Section 4(b) requires the signature of this Annex I that shows a Tax that the Seller any officer or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments employee of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without Seller Parent shall deliver (or cause to be delivered) such Tax Returns (together with all supporting documents) to Buyer for its review and comment not later than 30 days prior to the due date of such Tax Returns. Seller Parent shall incorporate all reasonable changes requested by Buyer, at least 20 days prior written consent to the due date of Sellersuch Tax Returns, which and Buyer shall not be unreasonably withheldcause an appropriate officer or employee to sign such Tax Return. Subject to Section 7.2(d) below, conditioned or delayedBuyer shall return such Tax Return to Seller Parent no later than 2 Business Days after receipt thereof. To the extent permitted by Applicable Law and consistent with past practice, take any action (including, without limitation, making or changing any Tax election of or with respect to any member Seller Parent shall include the members of the Company Group that is attributable to any in the consolidated, combined, unitary or similar Tax Returns filed by Seller Parent or its Affiliates for such Pre-Closing Tax Period Periods. Seller Parent shall be liable for and shall timely pay or Straddle Periodcause to be paid to the applicable Taxing Authority all Taxes shown to be due on such Tax Returns, amendingprovided, re-filing or otherwise modifying however, that no later than five days after the due date (or granting an extension including extensions) of such Tax Returns, Buyer shall reimburse Seller Parent for any applicable statute of limitations amounts shown on the Final Closing Balance Sheet as a liability for Taxes with respect to any such Pre-Closing Tax Period Periods. (b) Buyer shall prepare and file (or Straddle Periodcause to be prepared and filed) any all Tax Return Returns of any member the members of the Company Group that relates required to be filed for all Straddle Periods, and shall timely pay or is attributable cause to be paid to the applicable Taxing Authority all Taxes shown to be due on such Tax Returns. Buyer shall provide such Tax Returns to Seller Parent for its review and comment at least 30 days prior to the filing date of such Tax Returns. Buyer shall incorporate all reasonable changes requested by Seller Parent at least 20 days prior to the due date of such Tax Returns. (c) Buyer shall be free to file any PreTax Return and to seek a ruling, guidance or similar action from any Taxing Authority for any Post-Closing Tax Period in the manner and with respect to the issues that Buyer chooses. Notwithstanding the foregoing, if Buyer determines to cause or Straddle Period) that could result in permit Delaware Management Business Trust-Delaware Management Company Series, solely with respect to its own operations, to seek a ruling or request formal guidance from any increased Tax liability of Taxing Authority for any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a PrePost-Closing Tax Period Period, Buyer shall or Straddle Periodshall cause Delaware Management Business Trust-Delaware Management Company Series to (i) notify Seller that it intends to take such action; (ii) provide Seller with a draft of any proposed submission at least 30 days prior to the date of intended submission; and (iii) consult with Seller and consider Seller's views and comments in good faith with respect to the submission, which views and comments shall be provided to Buyer within 10 days of receipt by Seller of such submission, it being understood that Buyer shall not be required to amend its submission to reflect Seller's views and comments. (d) Unless otherwise required by Law, Parent and Seller agree that none In the event of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes a dispute with respect to Tax Returns relating to Straddle Periods or any Tax Return required to be signed by any officer or employee of the Employee Stay BonusesCompany Group pursuant to this Section 7.2, Buyer and Seller Parent shall negotiate in good faith, for a period of no more than 5 days (or such shorter period as is practicable under the circumstances in order to permit timely filing of the applicable Tax Return) to resolve such dispute, and in the event Buyer and Seller Parent are unable to fully resolve such dispute within such period, they shall refer their remaining differences to the Independent Accounting Firm, and shall request that the Independent Accounting Firm resolve any such differences at least 5 days prior to the due date for the filing (including extensions) of the applicable Tax Return, in order that such Tax Return may be timely filed. If the Independent Accounting Firm does not reach a determination with respect to such dispute at least two days prior to the due date of such Tax Return, such Tax Return shall be filed in the manner which the party responsible for preparing such Tax Return deems correct. Following the Independent Accounting Firm’s determination, if needed, such party shall file an amended Tax Return. Seller Parent shall pay Buyer its allocable share, as determined pursuant to Section 7.4(c), of Taxes shown to be due on any Tax Return for any Straddle Period no later than two days prior to the due date (including extensions) of such Tax Returns, but only to the extent that the amount of such Taxes exceeds any liability for Taxes attributable to such Straddle Periods included in the Final Closing Balance Sheet (or the worksheets thereto).

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, The Buyer shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returnsprepared), other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that are of the Company or any of its Subsidiaries required to be filed with respect to any member of the Company Group that are due Governmental Authority after the Closing Date Date, and shall pay (including all Tax Returns for Straddle Periodsor cause to be paid) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To With respect to any Tax Returns filed with respect to any taxable periods (or portions thereof) ending on or before the extent relating to a Closing Date (the “Pre-Closing Taxable PeriodPeriods”), the Stockholders shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns, to the extent that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns shall be prepared exceeds the amount of Taxes that are included as Current Liabilities, paid or deposited (net of any Taxes that are included as Current Assets), on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by LawClosing Balance Sheet. The Buyer shall deliver notify the Representative of any Income amounts due from the Stockholders in respect of any such Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days no later than ten Business Days prior to the date on which such return Tax Return is due, and the Stockholders shall remit such payment to the Buyer no later than five Business Days prior to the date such Tax Return is due. (b) In the case of Tax Returns that are filed with respect to a taxable period that ends on or prior to the Closing Date, the Buyer shall prepare such Tax Returns and shall deliver any such Tax Return to the Representative for its review at least 30 days prior to the date such Tax Return is required to be filed filed. If the Representative disputes any item on such Tax Return, it shall notify the Buyer of such disputed item (or items) and the basis for its objection, and the Representative and the Buyer shall incorporate negotiate in good faith for 15 days following the Buyer’s receipt of such notice to resolve such objections. If the Buyer and the Representative are unable to resolve all objections during such 15-day period, then any reasonable comments remaining disputes, and only such remaining disputes, shall be resolved by the Accounting Firm. The Accounting Firm shall be instructed to resolve any such remaining Disputes in accordance with the terms of Seller to such Tax Returns prior to filingthis Agreement within 30 days after its appointment. The fees, costs and expenses of the Accounting Firm shall be allocated equally between the Buyer, on the one hand, and the Representative, on the other hand. (c) Unless required by Law or a determination In the case of a Governmental Authority Tax Returns that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or are filed with respect to any member of Straddle Periods, the Company Group that is attributable to any Pre-Closing Buyer shall prepare such Tax Period or Straddle PeriodReturns in a manner consistent with past practice, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless except as otherwise required by Law, Parent and Seller agree ; provided that none the provisions of this Section 7.6(c) shall apply only to the Employee Stay Bonuses payments have accrued extent that the Company is responsible for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes Taxes with respect to the Employee Stay Bonusesa Straddle Period.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared prepared), and timely filed) file, all Tax Returns that are of the Company required to be filed with respect to any member of the Company Group that are due Governmental Authority after the Closing Date and shall pay (including all Tax Returns for Straddle Periodsor cause to be paid) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with With respect to any member of Tax Returns filed by Buyer after the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations Date with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member , the Seller Parties shall be responsible for Taxes of the Company Group that relates or is attributable to any for Pre-Closing Tax Period or Straddle Period) that could result Periods due in any increased respect of such Tax liability Returns, except for Taxes taken into account in the calculation of Net Working Capital, out of and solely up to the then remaining balance then on deposit in the Indemnity Escrow Account. In furtherance of the foregoing, the Buyer shall notify the Sellers’ Representative of any member amounts due from the Sellers in respect of any such Tax Return no later than ten Business Days prior to the date on which such Tax Return is due, and the Sellers’ Representative shall cause such payment to be paid to the Buyer from the Indemnity Escrow Account no later than five Business Days prior to the date such Tax Return is due. (i) In the case of Tax Returns that are filed with respect to a Pre-Closing Tax Period, the Buyer shall prepare such Tax Returns in a manner consistent with past practice, except as otherwise required by Law, and shall deliver any such Tax Return to the Sellers’ Representative for his review and comment at least 30 days prior to the date such Tax Return is required to be filed (or, if such due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date) and shall consider in good faith any reasonable comments timely received from the Sellers’ Representative. If the Sellers’ Representative disputes any item on such Tax Return, the Sellers’ Representative shall notify the Buyer of such disputed item (or items) and the basis for its objection within 10 days of receipt of such Tax Return. If the Sellers’ Representative does not raise any objections within the 10-day period, then such Tax Return shall become final. If the Sellers’ Representative raises an objection within the 10-day period, the Sellers’ Representative and the Buyer shall negotiate in good faith for 10 days following the Buyer’s receipt of such notice to resolve such objections. If the Buyer and the Sellers’ Representative are unable to resolve all objections during such 10-day period, then any remaining disputes, and only such remaining disputes, shall be resolved by the Accounting Firm. The Accounting Firm shall be instructed to resolve any such remaining disputes in accordance with the terms of this Agreement within 30 days after its appointment. The fees, costs and expenses of the Company Group Accounting Firm shall be allocated equally between the Buyer, on the one hand, and the Sellers’ Representative (or on behalf of the Seller or Parties), on the other hand. If the objections are not resolved prior to the time such Tax Return is required to be filed, such Tax Return shall be filed as prepared by the Buyer, with any revisions agreed to by the Buyer and the Sellers’ Representative. For the avoidance of doubt, the Buyer’s obligations under this Section 8.3(b)(i) shall no longer apply once the balance then on deposit in the Indemnity Escrow Account is equal to zero. (ii) Notwithstanding the foregoing clause (i), for the avoidance of doubt, after the Closing Date, the Buyer (and any of its Affiliates) shall be permitted to (A) voluntarily approach a state or a reduction in local taxing authority with respect to Taxes and (B) amend, refile or otherwise modify any Tax asset Return, in respect each case, of the Company for a Pre-Closing Tax Period or Period, without the consent of the Sellers’ Representative; provided, that, the Buyer shall not be entitled to a recovery under Section 12.4 with respect to actions taken in connection with this Section 8.3(b)(ii). (c) In the case of Tax Returns that are filed with respect to Straddle PeriodPeriods, the Buyer shall prepare such Tax Return in a manner consistent with past practice, except as otherwise required by Law. (d) Unless otherwise required by LawFor the avoidance of doubt, Parent and Seller agree that none nothing in this Section 8.3 shall provide the Buyer with the right to prepare, file or review any Tax Return of the Employee Stay Bonuses payments have accrued NewCo for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonusestaxable period.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, Buyer shall cause each Company Entity to prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that are of such Company Entity for (i) any Tax period ending on or before the Closing Date and required to be filed with respect to any member of the Company Group that are due after the Closing Date (including all Tax Returns for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a “Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practicesReturn”), and accounting methods (ii) any Straddle Period (a “Straddle Period Return”), in each case, in accordance with applicable Law and the Governing Documents of the members of the Companysuch Company Entity and, unless except as otherwise required by applicable Law, consistent with the past practices of such Company Entity. Buyer shall deliver any Income provide Seller with a draft of each such Pre-Closing Return or Straddle Period Return (other than a Tax Return for VAT (a Straddle Period or any other Tax Return that is required under this Section 4(b“VAT Return”)) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen thirty (1530) days prior to the due date on which such return is required to be filed thereof for Seller’s review, comment and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Sellerapproval, which approval shall not be unreasonably withheld, conditioned or delayed, take and Buyer shall incorporate any action reasonable comments by Seller. Buyer shall provide Seller with a draft of each VAT Return at least ten (including10) days prior to the due date thereof for Seller’s review, without limitationcomment and approval, making which approval shall not be unreasonably withheld, conditioned or changing delayed, and Buyer shall incorporate any Tax election reasonable comments by Seller. In the case of any Company Entity, Seller shall be entitled to exercise all rights (and shall be subject to any obligations) of Buyer (or any Affiliates (including the Company Entities following the Closing) or Representative thereof) with respect to the review, approval and filing of any member Pre-Closing Return or Straddle Period Return of such Company Entity. The Seller shall pay on or before five (5) days prior to the Company Group that due date, any amount due and payable on (i) any Pre-Closing Return and (ii) any Straddle Period Return to the extent such amount is attributable apportioned to any the Pre-Closing Tax Period or Straddle Period(as determined pursuant to Section 6.7(g)), amendingin each case ((i) and (ii)), re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member the extent the Seller is liable for such amounts pursuant to Section 6.7(a). Notwithstanding anything to the contrary in this Section 6.7(c), the Parties agree that Seller will elect to close the taxable year of the Company Group that relates Entities (the “CFC Tax Year Election”) pursuant to United States Treasury Regulations Section 1.245A-5T(e)(3) or is attributable any successor regulations in a form substantially similar to any Pre-Closing Tax Period or Straddle Periodthe one set forth in Section 6.7(c) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle PeriodDisclosure Schedule. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, The Buyer shall prepare and timely file (or cause to be prepared prepared), and timely filed) file, at its own expense, all Tax Returns that are of the Company or any of its Subsidiaries required to be filed with respect to any member of the Company Group that are due Tax Authority after the Closing Date and shall pay (including all Tax Returns for Straddle Periodsor cause to be paid) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To With respect to any Tax Returns filed with respect to any taxable periods or portions thereof ending on or before the extent relating to a Lockbox Date (“Pre-Closing Taxable PeriodLockbox Tax Periods”), the Seller shall be responsible for the Pre-Lockbox Taxes due in respect of such Tax Returns shall be prepared other than any Pre-Lockbox Taxes that are accrued as a liability on a basis consistent with existing procedures, practices, the Financial Statements and accounting methods set forth on Section 8.4(a) of the members of the Company, unless otherwise required by LawSeller Disclosure Letter. The Buyer shall deliver notify the Seller of any Income amounts due from the Seller in respect of any such Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days no later than ten Business Days prior to the date on which such return Tax Return is due, and the Seller shall remit such payment to the Buyer out of any funds remaining in the Escrow Account no later than five Business Days prior to the date such Tax Return is due. (b) In the case of Tax Returns that are filed with respect to a Pre-Lockbox Tax Period or a Straddle Period, the Buyer shall, at its own expense, prepare such Tax Returns in a manner consistent with past practice, except as otherwise required by Law, and shall deliver any such Tax Return to the Seller for its review at least 30 days prior to the date such Tax Return is required to be filed filed. If the Seller disputes any item on such Tax Return, it shall notify the Buyer of such disputed item (or items) and the basis for its objection, and the Seller and the Buyer shall incorporate negotiate in good faith for 15 days following the Buyer’s receipt of such notice to resolve such objections. If the Buyer and the Seller are unable to resolve all objections during such 15-day period, then any reasonable comments remaining disputes, and only such remaining disputes, shall be resolved by Deloitte or, if Deloitte is not available for such assignment, another “big four” accounting firm upon which the Buyer and the Seller shall reasonably agree (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve any such remaining disputes in accordance with the terms of Seller to such Tax Returns prior to filingthis Agreement within 30 days after its appointment. The fees, costs and expenses of the Accounting Firm shall be allocated equally between the Buyer, on the one hand, and the Seller, on the other hand. (c) Unless Except as required by applicable Law or a determination the resolution of a Governmental Authority that is finalContest (settled in accordance with Section 8.3), or as set forth in Section 8.4(d), neither the Buyer nor any of its Affiliates shall (or shall cause or permit any member of including, after the Closing, the Company Group)and its Subsidiaries) shall, without the prior written consent of Seller, which shall the Seller (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), take any action (including, without limitation, making i) make or changing change any Tax election of or with respect to any member of the Company Group that is attributable to any a Pre-Closing Lockbox Tax Period or Straddle Period, amending, re-filing (ii) amend or otherwise modifying refile (or granting grant an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Periodto) any Tax Return of any member of the Company Group that relates or is attributable relating to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Lockbox Tax Period or Straddle Period. (d) Unless otherwise required by LawTo the extent not paid prior to the Closing, Parent the Buyer shall cause MK Shanghai to, promptly and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of in no event later than ten (10) days after the Closing Date, voluntarily disclose the PRC IIT Matter to the applicable Tax Authority and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member request a resolution of the Affiliated Group to) claim amount owed and an abatement of any deductions for Income applicable penalties attributable to the PRC IIT Matter, and the Buyer shall cause MK Shanghai to timely pay to the applicable Tax purposes Authority the amount agreed with such Tax Authority to be owed with respect to the Employee Stay BonusesPRC IIT Matter as set forth in an applicable voucher (such amount, the “Settled PRC IIT Amount”). To the extent the Settled PRC IIT Amount is less than (i) RMB 4,818,585.50 with respect to Xxxxxxx Xxx or (ii) RMB 1,133,989.53 with respect to Xxxxx Xxx (each such amount, a “Funded PRC IIT Amount”, and the aggregate total of such amounts, or RMB 5,952,575.03, the “Aggregate Funded PRC IIT Amount”), the Buyer shall promptly reimburse Xxxxxxx Xxx or Xxxxx Xxx, as applicable, for the applicable excess amount. For the avoidance of doubt, and to avoid duplication, any amount of Tax that is included in the Aggregate Funded PRC IIT Amount shall not be indemnified by the Seller or paid by the Seller or from the Escrow Account.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, Triarc shall prepare (or cause to be prepared), and timely file (or have prepared and cause to be timely filed) all Tax Returns of RTMAC that are required to be filed with any member Governmental Entity after the Closing Date other than Pre-Closing Income Tax Returns, and shall pay (or cause to be paid) any Taxes due in respect of such Tax Returns. With respect to any such Tax Returns filed with respect to any taxable periods (or portions thereof) ending on or before the Company Group Closing Date ("PRE-CLOSING TAXABLE PERIODS"), the Sellers shall be responsible for the Pre-Closing Taxes due under applicable Law in respect of such Tax Returns for RTMAC, to the extent that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount of Taxes that are specifically identified as current liabilities (excluding any reserve for deferred taxes established to reflect timing differences between book and Tax income) on the RTM Closing Balance Sheet, and Triarc shall, subject to Section 7.01(a), be responsible for all other Pre-Closing Taxes shown as due on such Tax Returns. Triarc shall notify the RTM Representatives of any amounts due from the Sellers in respect of any such Tax Return no later than ten Business Days prior to the date on which such Tax Return is due, and the Sellers shall remit such payment to Triarc no later than five Business Days prior to the date such Tax Return is due. (b) In the case of any income Tax Returns of RTMAC with respect to any Taxable periods ending on or before the Closing Date ("PRE-CLOSING INCOME TAX RETURNS"), Triarc shall prepare (or cause to be prepared) such Tax Returns in a manner consistent with past practice, except as otherwise required by a change of law or a good faith resolution of a contest; PROVIDED, that RTM Representatives shall reimburse Triarc and its Subsidiaries for their reasonable costs, including allocated direct and indirect costs, in preparing such Tax Returns; PROVIDED, FURTHER, that the RTM Representatives shall be responsible for signing and filing any such Tax Returns as prepared in accordance with this Section 7.04(b) and the Sellers shall be responsible for any Taxes shown to be due on such Tax Returns. In the case of Tax Returns that are filed with respect to a taxable period that ends on or prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Income Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer Triarc shall prepare and timely file (or cause to be prepared prepared) such Tax Return in a manner consistent with past practice, except as otherwise required by a change in law or a good faith resolution of a contest, and timely shall deliver any such Tax Return to the RTM Representatives for their review at least 30 days prior to the date such Tax Return is required to be filed. If the RTM Representatives dispute any item on such Tax Return, they shall notify Triarc of such disputed item (or items) all and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by the Independent Accountants. In the case of Tax Returns other than Pre-Closing Income Tax Returns, the fees and expenses of the Independent Accountants shall be borne equally by Triarc and the RTM Representatives; and in the case of Pre-Closing Income Tax Returns, the fees and expenses of the Independent Accountants shall be borne by the RTM Representatives. (c) With respect to Tax Returns that are required to be filed by or with respect to any member of the Company Group RTMAC for a period that are due begins before and ends after the Closing Date (including all Tax "STRADDLE RETURNS"), such Straddle Returns for Straddle Periods) and shallshall be prepared in a manner consistent with past practice (except as otherwise required by a change in law or a good faith resolution of a contest), subject to Buyer’s and the Tax Indemnified Party’s right to indemnification Sellers shall be responsible for Tax Losses, remit any the Pre-Closing Taxes shown as due in respect of such Straddle Returns in excess of the amount of such Taxes which are specifically identified as current liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax Returnsincome) on the RTM Closing Balance Sheet. To Triarc shall notify the extent relating RTM Representatives of any amounts due from the Sellers in respect of any Straddle Return no later than ten Business Days prior to a Pre-Closing Taxable Period, the date on which such Tax Returns shall be prepared on a basis consistent with existing procedures, practicesStraddle Return is due, and accounting methods of the members of Sellers shall remit such payment to Triarc no later than five Business Days prior to the Company, unless otherwise required by Lawdate such Straddle Return is due. Buyer Triarc shall deliver any Income Tax Straddle Return to the RTM Representatives for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s their review as soon as reasonably practical but in any case at least fifteen (15) 30 days prior to the date on which such return Tax Return is required to be filed and Buyer shall incorporate filed. If the RTM Representatives dispute any reasonable comments of Seller to item on such Tax Returns Return, they shall notify Triarc of such disputed item (or items) and the basis for their objection. The parties shall act in good faith to resolve any such dispute prior to filingthe date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by the Independent Accountants. The fees and expenses of the Independent Accountants shall be borne equally by Triarc and the RTM Representatives. (cd) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer Neither Triarc nor any of its Affiliates shall (or shall cause or permit any member of the Company Group)their Subsidiaries to) amend, refile or otherwise modify any Tax Return relating in whole or in part to RTMAC with respect to any Pre-Closing Taxable Period without the prior written consent of Sellerthe RTM Representatives, which consent shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, The Sellers shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) file all Tax Returns that of the affiliated group or consolidated, combined or unitary Table of Contents group, within the meaning of Section 1504(a) of the Code or comparable provision of state or local law, filing consolidated federal income Tax Returns or consolidated, combined or unitary state and local income Tax Returns of which the Sellers and the Company or any of the Subsidiaries are or were members on or prior to the Closing Date (the “Seller Group”) required to be filed with any Tax authority for Tax periods or portions thereof ending on or before the Closing Date, which are filed after the Closing Date (any such consolidated federal income Tax Returns together with any such consolidated, combined or unitary state and local income Tax Returns are referred to herein as “Pre-Closing Seller Group Tax Returns”). The Sellers also shall prepare or cause to be prepared and file all other Tax Returns required to be filed with respect to the Company or any member of the Subsidiaries on or prior to the Closing Date. (b) The Sellers shall include the income and deductions of the Company Group and the Subsidiaries that are due members of the Seller Group (including any deferred income triggered into income under Treasury Regulation Sections 1.1502-13 and 1.1502-14, any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19 resulting from or related to transactions contemplated under this Agreement and any Taxes resulting from the Section 338(h)(10) Election, any Section 338(g) Election and any Check-the-Box Election) on the Pre-Closing Seller Group Tax Returns for all periods or portions thereof through and including the Closing Date and pay any federal, state, or local income Taxes attributable to such income (“Pre-Closing Seller Group Taxes”). (c) Other than as set forth in Sections 11.1(a) and 11.1(b), the Buyer shall prepare or cause to be prepared and file all Tax Returns of the Company and the Subsidiaries required to be filed with any Tax authority after the Closing Date. Such Tax Returns shall include the Tax Returns of any non-United States Subsidiaries, which are not members of the Seller Group, required to be filed with any Tax authority after the Closing Date (including all “Foreign Tax Returns”). In the event that any Taxes payable are shown on such Foreign Tax Returns for Straddle Periods) Tax periods or portions thereof through and shall, subject to Buyer’s and including the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Closing Date (“ Pre-Closing Taxable PeriodForeign Taxes”) exceed Taxes which are included as current liabilities (excluding any reserve for deferred taxes established to reflect timing differences between book and Tax income (a “Deferred Tax Reserve”)) on the Net Current Assets Statement as finally determined pursuant to Section 1.4, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that permit the Seller or Parent is required Sellers to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date and comment on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Foreign Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither . The Buyer nor any of its Affiliates shall (or shall cause or permit any member notify the Sellers of the Company Group), without the prior written consent amount of Seller, which shall not be unreasonably withheld, conditioned or delayed, take such Pre-Closing Foreign Taxes and any action (including, without limitation, making or changing any Tax election of or other Taxes with respect to any member such Tax Returns for which the Sellers are liable pursuant to Section 11.2. The Sellers shall pay the amount of such Taxes to the Company Group that is attributable Buyer in immediately available funds at least five Business Days prior to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect the date such Taxes are required to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Periodbe paid. (d) Unless otherwise required by LawFor purposes of this Agreement, Parent and Seller agree that none in the case of any Taxes of the Employee Stay Bonuses payments have accrued for Income Company or any of the Subsidiaries that are payable with respect to any Tax purposes as period beginning before and ending after the Closing Date (a “Straddle Period”), the portion of any such Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer Table of Contents 35 or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, which are covered under Section 6.9), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date, ; and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member ii) in the case of the Affiliated Group toTaxes (other than those described in clause (i) claim any deductions for Income Tax purposes above) that are imposed on a periodic basis with respect to the Employee Stay Bonusesbusiness or assets of the Company or the Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and the Subsidiaries.

Preparation of Tax Returns and Payment of Taxes. (ai) Seller, at its sole cost and expense, The Seller shall prepare (or cause to be prepared) and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior with respect to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law with any Governmental Authority after the Closing DateDate and shall remit to the relevant Governmental Authority or the Company any Taxes due in respect of such Tax Returns within five (5) Business Days prior to the date such Tax is due; provided, that the Seller shall prepare all such non-income Tax Returns in accordance with the past practice (unless otherwise required by applicable Law). All Taxes indicated The Seller shall submit all such Tax Returns (or, in the case of a consolidated Tax Return, the portion of any such consolidated Tax Return that relates to the Company) to the Buyer as soon as reasonably practicable (but no less than thirty (30) days) before the due and payable on date of such Tax Returns for the Buyer’s review (unless such Tax Returns are filed directly by the Seller or its Affiliates or Representatives, in which case such Tax Returns shall be paid or will be paid by Seller submitted to the Buyer as and when required by Law. Seller shall make available to Buyer for its review soon as reasonably practical after the due date of such Tax Returns). (ii) With respect to Tax Returns that are required to be filed by or with respect to the Company for Straddle Periods (“Straddle Returns”), other such Straddle Returns shall be prepared by the Buyer in accordance with the past practice of the Seller (unless otherwise required by applicable Law), and the Seller shall be responsible for the Pre-Closing Taxes due in respect of such Straddle Returns; provided, that the Buyer shall submit all such Tax Returns to the Seller no later than Affiliated Group thirty (30) days prior to the due date of such Tax ReturnsReturns for the Seller’s review and approval, such approval not to be unreasonably withheld, conditioned or delayed. If the Seller disputes any item on such Tax Return, it shall notify the Buyer of such disputed item (or items) and the basis for its objection no later than fifteen (15) days after the Buyer’s delivery of such Tax Return to the Seller. The Parties shall act in good faith to resolve any such dispute prior to the filing of such date on which the relevant Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that are Return is required to be filed with respect to filed. If the Parties cannot resolve any member of the Company Group that are due after the Closing Date (including all Tax Returns for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least disputed item within fifteen (15) days of the Seller’s notification to the Buyer of such disputed item, the item in question shall be resolved by the Accounting Firm. The fees and expenses of the Accounting Firm shall be borne equally by the Seller and the Buyer. The Seller and the Buyer shall use commercially reasonable efforts to cause the Accounting Firm to render a written report resolving the matters submitted to the Accounting Firm within thirty (30) days of the receipt of such submission; provided, however, that to the extent a Tax Return must be filed prior to the resolution or reporting on such Tax Return, the Tax Return shall be filed as prepared by the Buyer but the Parties will file an amended Tax Return as necessary to reflect the decisions of the Accounting Firm. The Buyer shall notify the Seller of any amounts due from the Seller in respect of any Straddle Return no later than ten (10) Business Days prior to the date on which such return Straddle Return is required due, and the Seller shall remit such payment to be filed and the Buyer shall incorporate any reasonable comments of Seller to such Tax Returns no later than five (5) Business Days prior to filingthe date such Straddle Return is due. (ciii) Unless required by Law or a determination of a Governmental Authority that is final, neither Neither the Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Groupto) amend, re-file or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Taxable Period (or with respect to any Straddle Period), without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of in the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any event a Tax Return of any member of is filed while a Contest relating to Taxes for which the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments Buyer might have accrued for Income Tax purposes as of the Closing Datean indemnification obligation pursuant to this Section 9.8 is pending, and neither Parent nor such Tax Return must be amended as a result of and based upon the resolution of such Contest, the Buyer agrees to amend such Tax Return solely to reflect the resolution of such Contest and the Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect not withhold its consent to the Employee Stay Bonusessuch amendment.

Preparation of Tax Returns and Payment of Taxes. (a) SellerExcept as otherwise provided herein, at its sole cost and expense, Parent shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and prepared) and, timely filed) file all Tax Returns that are required to be filed (“Pre Closing Tax Returns”) of each of the Companies and Subsidiaries with respect to any member of the Company Group that are due after taxable period ending on or before the Closing Date (including all Tax Returns for Straddle Periods“Pre Closing Taxable Period”) and shalland, subject except as otherwise provided herein, shall pay (or cause to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit be paid) any Taxes shown as due in respect of such Pre Closing Tax Returns. To The Buyer shall not have the extent relating right to a review any Pre-Closing Taxable Period, such Tax Returns. Such Tax Returns shall be prepared on a basis consistent with existing proceduresthose prepared for prior taxable periods unless a different treatment is permitted or required by applicable Law. In the case of Pre Closing Tax Returns that are filed after the Closing Date, practicesother than consolidated, combined or unitary Tax Returns that include one or more of the Transferred Companies or Subsidiaries together with Parent or an Affiliate of Parent other than the Transferred Companies or Subsidiaries, Parent shall (A) provide the Buyer with such prepared Tax Returns in sufficient time for the Buyer to timely file, or cause to be timely filed, such Tax Returns (and the Buyer shall timely file, or cause to be timely filed, such Tax Returns), but in any event at least two Business Days prior to the due date for such Tax Return, and accounting methods (B) provide to the Buyer at such time an amount equal to the excess of (x) the Tax liability shown on such Tax Return over (y) the sum of (1) all estimated or similar Tax payments made or caused to be made by Parent on or prior to the Closing Date with respect to such Tax and, without duplication, all credits arising on or prior to the Closing Date with respect to such Tax, (2) any prior payments with respect to such Tax made or caused to be made by Parent pursuant to this Article X, (3) any amounts collected or withheld and held by or on behalf of Parent, the Transferred Companies or Subsidiaries as of the members Closing Date pending remittance to Tax authorities in respect of such Tax and (4) any portion of such Tax liability arising as a result of any actions taken by the Transferred Companies or Subsidiaries on or after the Closing Date that are outside the ordinary course of business unless explicitly provided for in this Agreement. The Buyer shall cause the Transferred Companies and Subsidiaries and their respective Affiliates to take such actions as Parent may reasonably request in connection with the filing of refund claims and amended Tax Returns with respect to Pre-Closing Taxable Periods; provided, that in the case of refund claims and amended Income Tax Returns relating to any of the CompanyForeign Companies, such claims and amended Income Tax Returns do not cause a material detriment to the Buyer or any of the Transferred Companies or Subsidiaries for taxable periods or partial taxable periods after the Closing Date. (b) The Buyer shall prepare (or cause to be prepared) and file or cause to be filed when due all Tax Returns not otherwise the responsibility of Parent pursuant to Section 10.1(a) and shall remit any Taxes due in respect of such Tax Returns. With respect to any Tax Returns that are required to be filed by or with respect to any of the Transferred Companies or Subsidiaries for Straddle Periods (collectively, the “Straddle Tax Returns”), such Straddle Tax Returns shall be prepared in a manner consistent with past practice (unless otherwise required by Law), and Parent shall be responsible for the Taxes of the Transferred Companies and Subsidiaries attributable to Pre Closing Taxable Periods (as determined in accordance with Section 10.2), excluding, however, Taxes arising from the transactions entered into on the Closing Date but after the Closing, other than transactions in the ordinary course of business or specifically contemplated by this Agreement (“Pre Closing Taxes”) due in respect of such Straddle Tax Returns. The Buyer shall deliver notify Parent of any Income amounts due from Parent in respect of any Straddle Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days no later than 30 Business Days prior to the date on which such return Straddle Tax Return is due, and Parent shall remit such payment to the Buyer no later than five Business Days prior to the date such Straddle Tax Return is due. The Buyer shall deliver any Straddle Tax Return to Parent for its review at least 30 Business Days prior to the date on which such Straddle Tax Return is required to be filed filed. If Parent disputes any item on such Straddle Tax Return, it shall notify the Buyer of such disputed item (or items) and the basis for its objection within 15 Business Days after Parent’s receipt of such Straddle Tax Return. The parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Straddle Tax Return is required to be filed. If the parties cannot resolve any disputed item within 10 Business Days after the Buyer receives notice of such dispute, the item in question shall incorporate any reasonable comments be resolved by an independent accounting firm mutually acceptable to Parent and the Buyer. The fees and expenses of Seller such accounting firm shall be borne equally by Parent and the Buyer. In the case of Straddle Tax Returns, Parent shall provide to the Buyer at such time an amount equal to the excess of (A) the Tax liability shown on such Straddle Tax Return and attributable to Pre-Closing Taxable Periods over (B) the sum of (w) all estimated or similar Tax payments made or caused to be made by Parent on or prior to the Closing Date with respect to such Tax Returns and, without duplication, all credits arising on or prior to filingthe Closing Date with respect to such Tax, (x) any prior payments with respect to such Tax made or caused to be made by Parent pursuant to this Article X, (y) any amounts collected or withheld and held by or on behalf of Parent, the Transferred Companies or Subsidiaries as of the Closing Date pending remittance to Tax authorities in respect of such Tax and (z) any portion of such Tax liability arising as a result of any actions taken by the Companies or Subsidiaries on or after the Closing Date that are outside the ordinary course of business unless explicitly provided for in this Agreement. (c) Unless Tax Returns relating to the Foreign Companies for periods ending on or before the Closing Date shall be prepared by the Foreign Companies. If such Tax Returns are filed prior to the Closing Date, they shall be governed by Section 10.1(a). If they are filed after the Closing Date, they shall be governed by the procedures in Section 10.1(b) relating to Pre-Closing Taxes arising in Straddle Periods (d) With respect to any taxable year of any of the Transferred Companies or Subsidiaries for which Parent is required to file a Pre-Closing Tax Return pursuant to Section 10.1(a), the Buyer shall promptly cause such Transferred Company or Subsidiary to prepare and provide to Parent, at the Buyer’s sole cost and expense, a package of tax information materials (the “Tax Package”), which shall be completed in accordance with the past practice of such Transferred Company or Subsidiary, including past practice as to providing the information, schedules and work papers and as to the method of computation of separate taxable income or other relevant measure of income. The Buyer shall cause the Tax Package for the portion of the taxable period ending on the Closing Date to be delivered to Parent within 120 days after the Closing Date. (e) Except as required by Law or a determination of a Governmental Authority that is finallaw, neither the Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group)Transferred Companies or Subsidiaries to) amend, without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned refile or delayed, take any action (including, without limitation, making or changing otherwise modify any Tax election Return relating in whole or in part to any of the Companies or Subsidiaries with respect to any Pre Closing Taxable Period (or with respect to any member Straddle Period) without the written consent of Parent, which consent may be withheld in the Company Group that is attributable reasonable discretion of Parent. (f) The Buyer and Parent shall preserve and cause to be preserved all information, returns, books, records and documents relating to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations liabilities for Taxes with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member a taxable period until the later of the Company Group that relates expiration of all applicable statutes of limitation and extensions thereof, or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability the conclusion of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes all litigation with respect to the Employee Stay BonusesTaxes for such period.

Preparation of Tax Returns and Payment of Taxes. (ai) SellerOwners shall, at its sole cost and Owners’ expense, shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared prepared) and timely filed) file all U.S. federal, state and local Income Tax Returns of the Acquired Companies with respect to any Tax period ending on or before the applicable Closing Date that are required to be filed with respect to any member of the Company Group that are due Governmental Entity or taxing authority after the such Closing Date (“Owners Prepared Tax Returns”). All such Owners Prepared Tax Returns shall be prepared in a manner consistent with past practice of the Acquired Companies, unless otherwise required by applicable Law, and if applicable, in accordance with the covenants in Section 6.12(a). Notwithstanding anything to the contrary herein, all Owners Prepared Tax Returns of LCA shall be prepared in a manner consistent with past practice, including treating LCA as an “S” corporation for Income Tax purposes. All such Owners Prepared Tax Returns shall be delivered to Buyer for review and comment as soon as available in reviewable format but in no event later than forty-five (45) days prior to their applicable due date (including extensions) of such Owners Prepared Tax Returns. Owners shall incorporate into such Tax Returns prior to filing any reasonable comments provided by Buyer within thirty (30) days after Buyer receives drafts of such Tax Returns. Prior to the First Closing, LCA shall authorize Xxx XxXxxxxx with all necessary authority to (i) oversee the preparation of LCA’s final federal “S” corporation Income Tax Return (and any corresponding state Income Tax Returns) and (ii) sign such Tax Returns on behalf of LCA. (ii) Buyer shall prepare (or cause to be prepared) and timely file all Tax Returns that (x) are required to be filed by or with respect to the Acquired Companies for any Pre-Closing Tax Period other than any Owners Prepared Tax Returns, or (y) are for Straddle PeriodsPeriods of any Acquired Company (“Buyer Prepared Tax Returns”) and shall, subject shall pay (or cause to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit be paid) any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, All such Buyer Prepared Tax Returns shall be prepared on in a basis manner consistent with existing procedures, practicespast practice of the Acquired Companies to the extent in compliance with applicable Law, and accounting methods if applicable, in accordance with the covenants in Section 6.12(a). Except as specifically provided for or contemplated by this Agreement, all such Buyer Prepared Tax Returns shall be delivered to Owners for review and comment as soon as available in reviewable format but in no event later than thirty (30) days, with respect to Income Taxes, and ten (10) days, with respect to non-Income Taxes, prior to their applicable due date (including extensions) of the members of the Company, unless otherwise required by Lawsuch Buyer Prepared Tax Returns. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to into such Tax Returns prior to filing. filing any reasonable comments provided by Owners in writing within fifteen (c15) Unless required by Law or a determination of a Governmental Authority that is finaldays, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member Income Taxes, and five (5) days, with respect to non-Income Taxes, after Owners receives drafts of such Tax Returns. To the Company Group that is attributable to extent Taxes due with such Buyer Prepared Tax Returns reflect any Pre-Closing Tax Period Taxes, Owners shall pay or Straddle Periodcause to be paid to Buyer, amendingon behalf of the Owners, re-filing or otherwise modifying (or granting an extension the amount of any applicable statute of limitations with respect to any such Pre-Closing Taxes no later than five (5) days subsequent to the filing date of such Buyer Prepared Tax Period Returns (or Straddle Period) any Tax Return the date of any member payment of the Company Group that relates or is attributable to any such Pre-Closing Taxes due with such Buyer Prepared Tax Period or Straddle Period) that could result in any increased Returns if such payment date is later than the filing date of such Buyer Prepared Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle PeriodReturns). (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) SellerWhere required or permitted by applicable Law, at its sole cost the Sellers shall include the Companies and expenseSubsidiaries, or cause the Companies and Subsidiaries to be included in, and shall prepare and timely file (or have prepared and cause to be timely filed, (i) all the United States consolidated federal income Tax Returns of any member the Sellers for the taxable periods (or portions thereof) of the Company Group due under applicable Law Companies and Subsidiaries ending on or prior to the Closing Date and (ii) where applicable, all Income other consolidated, combined or unitary Tax Returns for the taxable periods (other than Straddle Period returnsor portions thereof) of the Companies and Subsidiaries ending on or prior to the Closing Date, and shall pay any member and all Taxes due with respect to the returns referred to in clause (i) or (ii) of this Section 9.3(a), including but not limited to any liability due with respect to any Section 338(h)(10) Election made pursuant to Section 9.8 hereof. The Sellers shall also (and shall cause the Companies and Subsidiaries to) timely file all other Tax Returns of or which include the Companies or any of the Company Group for any Pre-Closing Taxable Period that are Subsidiaries required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable (taking into account any extensions) on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax ReturnsClosing Date and shall pay or cause to be paid any and all Taxes shown as due thereon. Such All Tax Returns described in this Section 9.3(a) shall be prepared in accordance a manner consistent with existing procedures, practices, and accounting methods of the members of the Company Groupprior practice unless a contrary treatment is required by applicable Law. (b) Except as provided in Section 4(a) of this Annex I, Buyer Purchaser shall prepare and timely file (or cause to be prepared and timely filed) filed all Tax Returns that are (other than those Tax Returns described in Section 9.3(a)) required to be filed with respect to any member of by the Company Group that are due Companies and Subsidiaries after the Closing Date (including all Tax Returns for Straddle Periods) and shalland, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Lossespayment from the Sellers under Section 9.3(c), remit any pay or cause to be paid all Taxes shown as due in respect of such Tax Returnsthereon. To the extent relating to a Pre-Closing Taxable Periodany Taxes shown due on any Tax Return described in this Section 9.3(b) are indemnifiable by the Seller, such Tax Returns Return shall be prepared on in a basis manner consistent with existing procedures, practicesprior practice unless a contrary treatment is required by applicable Law, and accounting methods Purchaser shall provide (or cause the Companies and Subsidiaries to provide) the Sellers with copies of such Tax Returns (or, in the members case of Tax Returns that include Purchaser or any Affiliate of Purchaser other than the CompanyCompanies and Subsidiaries, unless otherwise required by Lawthe portion of such Tax Returns relating to the Companies and the Subsidiaries) at least 30 days prior to the due date for filing thereof (including extensions) for the Seller's review and approval and the Sellers shall have the right (at the Seller's expense) to review all work papers and procedures used to prepare any such Tax Return. Buyer The Sellers and Purchaser shall deliver attempt in good faith to resolve any Income disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Sellers and Purchaser are unable to resolve any dispute with respect to such Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 9.10, which resolution shall be binding on which such return is required the parties. Notwithstanding the foregoing, nothing contained in this Section 9.3 shall in any manner terminate, limit or adversely affect any right of the Purchaser Indemnified Parties, the Sellers or the Companies and Subsidiaries to be filed and Buyer shall incorporate receive indemnification pursuant to any reasonable comments of Seller to such Tax Returns prior to filingprovision in this Agreement. (c) Unless required by Law Not later than three (3) days prior to the due date for the payment of Taxes (including extensions) on any Tax Returns which Purchaser has the responsibility to file or a determination of a Governmental Authority cause to be filed pursuant to Section 9.3(b), the Sellers shall pay to Purchaser an amount equal to that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member portion of the Company Group), without Taxes shown on such return for which the prior written consent Sellers have an obligation to indemnify the Purchaser Indemnified Parties pursuant to the provisions of Seller, which Section 9.1. No payment pursuant to this Section 9.3(c) shall not be unreasonably withheld, conditioned excuse the Sellers from their indemnification obligations pursuant to Section 9.1 if the amount of Taxes as ultimately determined (on audit or delayed, take any action (including, without limitation, making or changing any otherwise) for the periods covered by such Tax election of or with respect to any member Returns exceeds the amount of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle PeriodSeller's payment under this Section 9.3(c). (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, Parent shall prepare (or cause to be prepared), and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law with any Governmental Authority after the Closing DateDate relating to any taxable periods (or portions thereof) ending on or before the Closing Date (“Pre-Closing Taxable Periods”). All Taxes indicated as due and payable on With respect to any such Tax Returns filed with respect to a Pre-Closing Taxable Period, the Company Stockholders shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer responsible for its review the Pre-Closing Taxes due in respect of such Tax Returns for the Company (“Pre-Closing Company Returns”), other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing extent that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount of Taxes that are specifically identified as current liabilities (excluding any reserve for deferred taxes established to reflect timing differences between book and Tax income) in the Closing Working Capital, and Parent shall, subject to Section 6.1(a), be responsible for all other Pre-Closing Taxes shown as due on such Tax Returns. Such Parent shall notify the Stockholder Representative of any amounts due from the Company Stockholders in respect of any such Tax Returns shall be prepared in accordance with existing procedures, practicesReturn no later than ten (10) Business Days prior to the date on which such Tax Return is due, and accounting methods of the members of the Company GroupStockholders shall remit such payment to Parent no later than five (5) Business Days prior to the date such Tax Return is due. (b) Except as provided in Section 4(a) In the case of this Annex Iany Pre-Closing Company Returns, Buyer Parent shall prepare and timely file (or cause to be prepared prepared) such Tax Return in a manner consistent with past practice, except as otherwise required by a change in Law or a good faith resolution of a contest, and timely shall deliver any such Tax Return to the Stockholder Representative for its review at least 30 days prior to the date such Tax Return is required to be filed. If the Stockholder Representative disputes any item on such Tax Return, it shall notify Parent of such disputed item (or items) all and the basis for its objection. The Parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the Parties cannot resolve any disputed item, the item in question shall be resolved by the Dispute Accountants. The fees and expenses of the Dispute Accountants shall be borne equally by Parent and the Stockholder Representative. (c) With respect to Tax Returns that are required to be filed by or with respect to any member of the Company Group for a period that are due begins before and ends after the Closing Date (including all Tax “Straddle Returns”), such Straddle Returns for Straddle Periods) and shallshall be prepared in a manner consistent with past practice (except as otherwise required by a change in law or a good faith resolution of a contest), subject to Buyer’s and the Tax Indemnified Party’s right to indemnification Company Stockholders shall be responsible for Tax Losses, remit any the Pre-Closing Taxes shown as due in respect of such Straddle Returns (as determined under Section 6.5) in excess of the amount of such Taxes which are specifically identified as current liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax Returnsincome) in the Closing Working Capital. To Parent shall notify the extent relating Stockholder Representative of any amounts due from the Company Stockholders in respect of any Straddle Return no later than ten (10) Business Days prior to a Pre-Closing Taxable Period, the date on which such Tax Returns shall be prepared on a basis consistent with existing procedures, practicesStraddle Return is due, and accounting methods of the members of Company Stockholders shall remit such payment to Parent no later than five (5) Business Days prior to the Company, unless otherwise required by Lawdate such Straddle Return is due. Buyer Parent shall deliver any Income Tax Straddle Return to the Stockholder Representative for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s their review as soon as reasonably practical but in any case at least fifteen thirty (1530) days prior to the date on which such return Tax Return is required to be filed and Buyer shall incorporate filed. If the Stockholder Representative disputes any reasonable comments of Seller to item on such Tax Returns Return, it shall notify Parent of such disputed item (or items) and the basis for its objection. The Parties shall act in good faith to resolve any such dispute prior to filingthe date on which the relevant Tax Return is required to be filed. If the Parties cannot resolve any disputed item, the item in question shall be resolved by the Dispute Accountants. The fees and expenses of the Dispute Accountants shall be borne equally by Parent and the Stockholder Representative. (cd) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer Neither Parent nor any of its Affiliates shall (or shall cause or permit any member of their Subsidiaries to) amend, re-file or otherwise modify any Tax Return relating in whole or in part to the Company Group), with respect to any Pre-Closing Taxable Period or Straddle Period (to the extent the same could impose any additional Liability on the Company Stockholders) without the prior written consent of Sellerthe Stockholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) SellerExcept as set forth in Section 10.5(b), at its sole cost and expense, the Purchaser shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared prepared), and timely filed) file all Tax Returns that are of the Company or any of its Subsidiaries required to be filed with respect to any member of the Company Group that are due Governmental Authority after the Closing Date Date, and shall pay (including all Tax Returns for Straddle Periodsor cause to be paid) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To With respect to any Tax Returns filed with respect to any taxable periods (or portions thereof) ending on or before the extent relating to a Closing Date (“Pre-Closing Taxable PeriodPeriods”) Seller shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns, to the extent that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount of Taxes that are included as current Liabilities on the Financial Statements. The Purchaser shall be prepared on a basis consistent with existing procedures, practices, and accounting methods notify Seller of the members any amounts due from Seller in respect of the Company, unless otherwise required by Law. Buyer shall deliver any Income such Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(bno later than ten (10) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) business days prior to the date on which such return Tax Return is due, and Seller shall remit such payment to the Purchaser no later than five (5) business days prior to the date such Tax Return is due. Purchaser shall permit Seller to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Seller. (b) In the case of Tax Returns that are filed with respect to a taxable period that ends on or prior to the Closing Date, the Seller shall prepare such Tax Return in a manner consistent with past practice, except as otherwise required by law, and shall deliver any such Tax Return to Purchaser for review at least 30 days prior to the date such Tax Return is required to be filed and Buyer shall incorporate filed. If Purchaser disputes any reasonable comments of Seller to item on such Tax Returns Return, it shall notify Seller of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to filingthe date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Seller and the Purchaser. The fees and expenses of such accounting firm shall be borne equally by Seller and the Purchaser. (c) Unless required by Law or a determination In the case of a Governmental Authority Tax Returns that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or are filed with respect to any member of Straddle Periods (as defined in Section 10.6 below), the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Purchaser shall prepare such Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless manner consistent with past practice, except as otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuseslaw.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, Triarc shall prepare (or cause to be prepared), and timely file (or have prepared and cause to be timely filed) all Tax Returns of RTMRG or any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period its Subsidiaries that are required to be filed by applicable Law with any Governmental Entity after the Closing DateDate relating to any taxable periods (or portions thereof) ending on or before the Closing Date ("PRE-CLOSING TAXABLE PERIODS"). All Taxes indicated as due and payable on With respect to any such Tax Returns filed with respect to a Pre-Closing Taxable Period, the RTMRG Shareholders or the RTMRG Principal Shareholders (as the case may be) shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer responsible for its review the Pre-Closing Taxes due in respect of such Tax ReturnsReturns for RTMRG and its Subsidiaries ("PRE-CLOSING RTMRG RETURNS"), other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing extent that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount of Taxes that are specifically identified as current liabilities (excluding any reserve for -84- deferred taxes established to reflect timing differences between book and Tax income) on the RTM Closing Balance Sheet, and Triarc shall, subject to Section 8.01(a), be responsible for all other Pre-Closing Taxes shown as due on such Tax Returns. Such Triarc shall notify the RTM Representatives of any amounts due from the RTMRG Shareholders or the RTMRG Principal Shareholders in respect of any such Tax Returns shall be prepared in accordance with existing procedures, practicesReturn no later than ten Business Days prior to the date on which such Tax Return is due, and accounting methods of the members of RTMRG Shareholders or the Company GroupRTMRG Principal Shareholders shall remit such payment to Triarc no later than five Business Days prior to the date such Tax Return is due. (b) Except as provided in Section 4(a) In the case of this Annex Iany Pre-Closing RTMRG Returns, Buyer Triarc shall prepare and timely file (or cause to be prepared prepared) such Tax Return in a manner consistent with past practice, except as otherwise required by a change in law or a good faith resolution of a contest, and timely shall deliver any such Tax Return to the RTM Representatives for their review at least 30 days prior to the date such Tax Return is required to be filed. If the RTM Representatives dispute any item on such Tax Return, they shall notify Triarc of such disputed item (or items) all and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by the Independent Accountants. The fees and expenses of the Independent Accountants shall be borne equally by Triarc and the RTM Representatives. (c) With respect to Tax Returns that are required to be filed by or with respect to the RTMRG or any member of the Company Group its Subsidiaries for a period that are due begins before and ends after the Closing Date (including all Tax "STRADDLE RETURNS"), such Straddle Returns for Straddle Periods) and shallshall be prepared in a manner consistent with past practice (except as otherwise required by a change in law or a good faith resolution of a contest), subject to Buyer’s and the Tax Indemnified Party’s right to indemnification RTMRG Shareholders or the RTMRG Principal Shareholders (as the case may be) shall be responsible for Tax Losses, remit any the Pre-Closing Taxes shown as due in respect of such Straddle Returns in excess of the amount of such Taxes which are specifically identified as current liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax Returnsincome) on the RTM Closing Balance Sheet. To Triarc shall notify the extent relating RTM Representatives of any amounts due from the RTMRG Shareholders or the RTMRG Principal Shareholders (as the case may be) in respect of any Straddle Return no later than ten Business Days prior to a Pre-Closing Taxable Period, the date on which such Tax Returns shall be prepared on a basis consistent with existing procedures, practicesStraddle Return is due, and accounting methods of the members of RTMRG Shareholders or the Company, unless otherwise required by LawRTMRG Principal Shareholders (as the case may be) shall remit such payment to Triarc no later than five Business Days prior to the date such Straddle Return is due. Buyer Triarc shall deliver any Income Tax Straddle Return to the RTM Representatives for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s their review as soon as reasonably practical but in any case at least fifteen (15) 30 days prior to the date on which such return Tax Return is required to be filed and Buyer shall incorporate filed. If the RTM Representatives dispute any reasonable comments of Seller to item on such Tax Returns Return, they shall notify Triarc of such disputed item (or items) and the basis for their objection. The parties shall act in good faith to resolve any such dispute prior to filingthe date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by the Independent Accountants. The fees and expenses of the Independent Accountants shall be borne equally by Triarc and the RTM Representatives. (cd) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer Neither Triarc nor any of its Affiliates shall (or shall cause or permit any member of the Company Group)their Subsidiaries to) amend, refile or otherwise modify any Tax Return relating in whole or in part to RTMRG or any of its Subsidiaries with respect to any Pre-Closing Taxable Period without the prior written consent of Sellerthe RTM Representatives, which consent shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, The Seller shall prepare (or cause to be prepared) and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returnsReturns) of any member of the Company Group for or any of its Subsidiaries with respect to any Pre-Closing Taxable Period that are required to be filed by applicable Law with any Tax authority after the Closing Date. All Date and shall timely pay (or cause to be timely paid) any Taxes indicated as due and payable on in respect of such Tax Returns shall be paid or will be paid by Seller as and when required by LawReturns. The Seller shall make available to the Buyer for its review such Tax Returns, other than Affiliated Group Tax ReturnsReturns that are consolidated, unitary or combined Tax Returns of the Seller, which include the operations of the Company or any of its Subsidiaries, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns The Seller shall be prepared consider in accordance with existing procedures, practices, good faith any and accounting methods of all comments provided by the members of the Company GroupBuyer. (b) Except as provided in Section 4(a) of this Annex I, The Buyer shall prepare and timely file (or cause to be prepared prepared) and timely filed) file or cause to be filed when due all Tax Straddle Returns that are required to be filed by or with respect to any member of the Company Group that are due after the Closing Date (including all Tax Returns for Straddle Periods) or any of its Subsidiaries and shall, subject to the Buyer’s and receipt of payment from the Tax Indemnified Party’s right Seller pursuant to indemnification for Tax Lossesthis Section 4(b), remit any Taxes shown as due in respect of such Tax Returns. To The Seller shall be responsible for the extent relating to a Pre-Closing Taxable Period, Taxes due in respect of such Tax Returns Straddle Returns. The Buyer shall be prepared notify the Seller of any amounts due from the Seller in respect of any Straddle Return no later than ten (10) Business Days prior to the date on a basis consistent with existing procedures, practiceswhich such Straddle Return is due, and accounting methods of the members of Seller shall remit such payment to the Company, unless otherwise required by LawBuyer no later than five (5) Business Days prior to the date such Straddle Return is due. The Buyer shall deliver any Income Tax Straddle Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that to the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s its review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return Tax Return is required to be filed and Buyer shall incorporate filed. If the Seller disputes any reasonable comments of Seller to item on such Tax Returns Return, it shall notify the Buyer of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute during a period of at least five (5) days prior to filingthe date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item prior to the expiration of that period, the item in question shall be resolved by an independent accounting firm mutually acceptable to the Seller and the Buyer. The fees and expenses of such accounting firm shall be borne equally by the Seller and the Buyer. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Neither the Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group)or any of its Subsidiaries to) amend, without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned refile or delayed, take any action (including, without limitation, making or changing otherwise modify any Tax election of Return relating in whole or with respect in part to any member of the Company Group that is attributable to or any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations its Subsidiaries with respect to any Pre-Closing Tax Taxable Period (or with respect to any Straddle Period) any Tax Return of any member without the prior written consent of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle PeriodSeller, which consent shall not be unreasonably withheld. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) SellerRepresentative shall prepare (or cause to be prepared), at its sole cost and the Stockholders’ expense, all income Tax Returns for income Taxes of the Acquired Entities for all periods ending on or prior to the Closing Date, including Internal Revenue Service Form 4466, Corporation Application of Overpayment of Estimated Tax with respect to the 2016 short tax year (the “4466 Return” and together with each other income Tax Return, a “Pre-Closing Income Tax Return”). Such Pre-Closing Income Tax Returns shall prepare be prepared in a manner consistent with the past practices of the Acquired Entities (to the extent in compliance with applicable Law and Regulation) and in accordance with this Agreement. The Representative shall provide Parent with a copy of any draft of any such Tax Return for Parent’s review and approval at least, in the case of the 4466 Return, twenty (20) Business Days, and in the case of each other Pre-Closing Income Tax Return, forty (40) Business Days prior to the date such Tax Return is due (after taking into consideration any extensions available). The Representative shall make revisions to any such draft Tax Return as requested by Parent in writing within, in the case of the 4466 Return ten (10) Business Days, and in the case of each other Pre-Closing Income Tax Return, twenty (20) Business Days after Parent receives drafts of such Tax Return. If there is a disagreement as to whether revisions requested by Parent should be included in any such Tax Return, Representative shall notify Parent in writing (and include a description of the basis for such disagreement) within five (5) days after it receives Parent’s request to modify such draft Tax Returns and Parent and Representative shall use their best efforts to resolve such disagreement within five (5) days thereafter. If such disagreement cannot be resolved by Parent and Representative, the disagreement shall be submitted to the Settlement Arbitrator for resolution (the expenses of which shall be shared in a manner similar to that set forth in Section 2.13(c)). Parent shall timely file (after taking into consideration any extensions available) with the applicable Governmental Body such Tax Returns as finally prepared (including the resolution of the Settlement Arbitrator, if applicable). The Stockholders shall be responsible for any Taxes shown as due on any Pre-Closing Income Tax Return as finally prepared pursuant to this Section 8.1 (a). (b) At the Stockholders’ expense, Parent shall prepare (or have prepared and cause to be timely filedprepared) all Tax Returns of any member (other than Pre-Closing Income Tax Returns) of the Company Group due under applicable Law Acquired Entities for all periods ending on or prior to the Closing Date and all Income Tax Returns that are first due after the Closing Date (other than Straddle Period returns) of any member of the Company Group for any each, a “Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax ReturnsReturn”). Such Tax Returns shall be prepared in a manner consistent with the past practices of the Acquired Entities (to the extent in compliance with applicable Law and Regulation), and in accordance with existing proceduresthis Agreement. Parent shall timely file (after taking into consideration any extensions available) with the applicable Governmental Body such Tax Returns. The Stockholders shall be responsible for any Taxes shown as due on any Pre-Closing Tax Return prepared pursuant to this Section 8.1(b) and shall pay to Parent any such Taxes no later than three Business Days prior to the due date for such Pre-Closing Tax Return, practices, and accounting methods provided that the Stockholders shall not be required to pay Taxes specifically included in clause (h) of the members definition of Indebtedness or Taxes which are reflected on the balance sheet as a current liability of the Company GroupAcquired Entities as of the Closing Date. The provisions of this Section 8.1(b) shall not apply to Straddle Period Tax Returns which are governed by Section 8.1(c). (bc) Except as provided in Section 4(a) of this Annex IWith respect to all Straddle Periods, Buyer Parent shall prepare and timely file (or cause to be prepared and timely filedprepared) all Tax Returns that are required to by be filed with respect to any member a Governmental Body by the Acquired Entities (each, a “Straddle Period Tax Return”). Such Straddle Period Tax Returns shall be prepared in a manner consistent with past practices of the Company Group that are due after Acquired Entities (to the Closing Date (including all Tax Returns for Straddle Periodsextent in compliance with applicable Law and Regulation) and shall, subject to Buyer’s and in accordance with this Agreement. Parent shall timely file (after taking into consideration any extensions available) with the applicable Governmental Body all Straddle Period Tax Indemnified Party’s right to indemnification Returns. The Stockholders shall be responsible for Tax Losses, remit any Taxes shown as due in respect of such on any Straddle Period Tax Returns. To Return (to the extent relating attributable to a Pre-Closing Taxable Period, ) and shall pay to Parent any such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of amounts no later than three Business Days prior to the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income due date for such Straddle Period Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax provided that the Seller or Parent is Stockholders shall not be required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but Taxes specifically included in any case at least fifteen clause (15i) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without definition of Indebtedness or non-income Taxes which are reflected on the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member balance sheet as a current liability of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member Acquired Entities as of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle PeriodDate. (d) Unless otherwise required To the extent permitted by Lawapplicable Law or Regulation, Parent for federal income and Seller agree that none applicable state and local income Tax purposes, the income Tax year of the Employee Stay Bonuses payments have accrued for Income Tax purposes Company shall end as of the close of business on the Closing Date and, for federal income Tax purposes, the Company shall join the consolidated federal income Tax group of which ISG is the parent on the day after the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods In the case of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that are required to be filed with respect any Tax Authority on or before the Closing Date, the Sellers shall prepare (or cause to any member be prepared) such Tax Returns in a manner consistent with past practice, except as otherwise required by applicable Law. In the case of the Company Group Tax Returns that are due required to be filed with any Tax Authority after the Closing Date (including all Tax Returns for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in with respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Tax Period (other than a Straddle Period), the Company Group shall prepare (or cause to be prepared) such Tax Returns shall be prepared on under the direction and supervision of the Sellers, in a basis manner consistent with existing procedurespast practice, practices, and accounting methods of the members of the Company, unless except as otherwise required by applicable Law. Buyer The Sellers shall deliver any Income such Tax Return to Buyer for a Straddle Period or any other its review (i) in the case of annual income Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case Returns, at least fifteen forty-five (1545) days prior to the date such Tax Return is required to be filed, (ii) in the case of Tax Returns required to be filed on which a monthly basis or more frequently, at least ten (10) days prior to the date such return Tax Return is required to be filed and Buyer shall incorporate any reasonable (iii) in the case of other Tax Returns, at least thirty (30) days prior to the date such Tax Return is required to be filed and consider Buyer’s comments of Seller to such Tax Returns prior in good faith. In the case of any such Tax Returns referred to filing. (c) Unless in this Section 6.02(a), all Taxes indicated as due and payable on such returns shall be the responsibility of the Sellers and shall be paid or will be paid by the Sellers as and when required by Law or a determination of a Governmental Authority that is finalapplicable Law. Such Tax Returns shall be true, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result correct and complete in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent all material respects and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect accurately set forth all items to the Employee Stay Bonusesextent required to be reflected or included in such Tax Returns by applicable Law.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, Seller shall prepare and timely file (file, or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that are required to be filed with respect to , any member of the Company Group that are due after the Closing Date (including all Tax Returns for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under to be filed by or with respect to a Purchased Company on or prior to the Closing Date (a “Pre-Closing Separate Tax Return”) and any Tax Return filed on an affiliated, consolidated, unitary or similar basis that includes a Purchased Company, on one hand, and Seller or an affiliate of Seller other than the Purchased Company, on the other hand (a “Seller Group Return”). All Pre-Closing Separate Tax Returns and Seller Group Returns will be prepared in a manner consistent with the applicable Purchased Company’s past practices and this Agreement (including that they shall reflect all applicable Transaction Tax Deductions), except as otherwise required by Applicable Law. With respect to any Pre-Closing Separate Tax Return prepared by Seller that could reasonably be expected to result in an indemnification obligation of Buyer pursuant to this Agreement, Seller shall deliver or cause to be delivered to Buyer for its review and comment such Pre-Closing Separate Tax Return. Seller shall consider in good faith any reasonable comments received from Buyer no later than 10 calendar days after receiving such Pre-Closing Separate Tax Return from Seller. For the avoidance of doubt, nothing included in this Section 4(b8.01(a) of this Annex I that shows shall give Buyer the right to review or comment on a Seller Group Return. (b) Except for any Tax that the Seller or Parent is Return required to pay be prepared by Seller pursuant to Section 8.01(a), Buyer shall prepare or indemnify under cause to be prepared all Tax Returns, at Buyer’s sole cost and expense, with respect to each Purchased Company. With respect to any Tax Return prepared by Buyer that could reasonably be expected to result in an indemnification obligation of Seller pursuant to this Annex I Agreement, Buyer shall deliver or cause to be delivered to Seller for Seller’s its review and comment such Tax Return (x) with respect to income Tax Returns, at least 30 calendar days prior to the due date for filing such Tax Return (taking into account applicable extensions), and (y) with respect to non-income Tax Returns, as soon as reasonably practical but in practicable. Buyer shall reflect any case at least fifteen (15) reasonable comments received from Seller no later than 10 calendar days prior to the date on which such return is required due late thereof (taking into account applicable extensions) with respect to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which Return and shall not file any such Tax Return without Seller’s consent, such consent not to be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (dc) Unless otherwise The party hereto required under Applicable Law to file a Tax Return governed by Lawthis Section 8.01 shall pay (or cause to be paid) to the proper Taxing Authority (or to any Affiliate for payment to the proper Taxing Authority, Parent and as applicable) the Tax shown as due on any such Tax Return. If Buyer (or an Affiliate thereof, including any Purchased Company following the Closing) is required to make (or cause to be made) a payment to a Taxing Authority for Taxes allocated to Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Dateunder Section 8.02, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member pay the amount of the Affiliated Group to) claim any deductions for Income Tax purposes with respect such Taxes to Buyer at least five Business Days prior to the Employee Stay Bonusesdue date for such Taxes. If Seller (or an Affiliate thereof) is required to make a payment to a Taxing Authority for Taxes allocated to Buyer under Section 8.02, Buyer shall pay the amount of such Taxes to Seller at least five Business Days prior to the due date for such Taxes.

Preparation of Tax Returns and Payment of Taxes. (ai) SellerParent shall, at its sole cost and Parent’s expense, shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared prepared) and timely filed) file all U.S. federal, state and local Income Tax Returns of the Acquired Companies with respect to any Tax period ending on or before the applicable Closing Date that are required to be filed with respect to any member of the Company Group that are due Governmental Entity or taxing authority after the such Closing Date (“Parent Prepared Tax Returns”). All such Parent Prepared Tax Returns shall be prepared in a manner consistent with past practice of the Acquired Companies, unless otherwise required by Law, and if applicable, in accordance with the covenants in Section 6.16(a). All such Parent Prepared Tax Returns shall be delivered to Buyer for review and comment as soon as available in reviewable format but in no event later than forty-five (45) days prior to their applicable due date (including extensions) of such Parent Prepared Tax Returns. Parent shall incorporate into such Tax Returns prior to filing any reasonable comments provided by Buyer within thirty (30) days after Buyer receives drafts of such Tax Returns. For the avoidance of any doubt, as part of its review rights of Parent Prepared Tax Returns of any Acquired Company pursuant to this Section 6.16(e)(i), Buyer shall be entitled to provide reasonable comments, to the Tax reporting of the Reorganizations on any such Parent Prepared Tax Returns of the Acquired Companies. Parent shall incorporate such comments provided by Buyer into such Parent Prepared Tax Returns. (ii) Buyer shall prepare (or cause to be prepared) and timely file all Tax Returns that (x) are required to be filed by or with respect to the Acquired Companies for any Pre-Closing Tax Period other than any Parent Prepared Tax Returns, or (y) are for Straddle PeriodsPeriods of any Acquired Company (“Buyer Prepared Tax Returns”) and shall, subject shall pay (or cause to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit be paid) any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, All such Buyer Prepared Tax Returns shall be prepared on a basis consistent if applicable, in accordance with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this covenants in Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect to the Employee Stay Bonuses.6.16

Preparation of Tax Returns and Payment of Taxes. (ai) The Seller at the Seller, at its sole cost and expense, ’s expense shall prepare and timely file (or have prepared and cause to be timely filedprepared) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that are required to be filed by or with respect to any member of the Company Group that are due after the Closing Date (including all Tax Returns Acquired Companies for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, Periods. The Seller shall be responsible for the payment of any Taxes due in connection with the filing of such Tax Returns (and, to the extent that Taxes are payable by an Acquired Company, shall be prepared on a basis consistent with existing procedures, practices, and accounting methods remit such Taxes to such Acquired Company for payment to the relevant taxing authority prior to the due date of the members of applicable Tax Return), except in each case to the Company, extent reflected and included in the Final Closing Statement. The Seller shall prepare all such Tax Returns that are non-income Tax Returns in accordance with past practices (unless otherwise required by applicable Law). Buyer The Seller shall deliver submit all such Tax Returns with respect to jurisdictions where an Asset Acquisition Election is not made (or, in the case of any Income such consolidated Tax Return for a Straddle Period or any other Return, the portion of such consolidated Tax Return that is required under this Section 4(brelates to the Acquired Companies) of this Annex I that shows a Tax that to the Seller or Parent is required to pay or indemnify under this Annex I Buyer for Seller’s its review as soon as reasonably practical but in any case and comment at least fifteen ten (1510) days prior to the date on which such return Tax Return is due. No Tax Returns subject to this Section 11.8(e)(i) shall be filed without the Buyer’s approval (such approval not to be unreasonably withheld, conditioned or delayed) if the filing of such Tax Return could reasonably be expected to materially and adversely affect the Buyer or any of its Affiliates (including any of the Acquired Companies) in a taxable period (or portion thereof) beginning after the Closing Date. (ii) With respect to Tax Returns that are required to be filed by or with respect to the Acquired Companies for Straddle Periods (“Straddle Returns”), the Buyer shall prepare (or cause to be prepared) and file (or cause to be filed) such Straddle Returns in a manner consistent with the past practice of the Acquired Companies (unless otherwise required by applicable Law), and the Seller shall be responsible for the Pre-Closing Taxes due in respect of such Straddle Returns, except to the extent reflected and included in the Final Closing Statement. The Buyer shall notify the Seller of any amounts due from the Seller in respect of any such Straddle Return no later than five (5) Business Days prior to the date on which such Straddle Return is due, and the Seller shall, notwithstanding any dispute between the Parties, remit such payment to the Buyer no later than one (1) Business Day prior to the date such Straddle Return is due. In the event that the Seller fails to timely make such payment, the Seller shall be required to pay the Buyer interest at the applicable statutory rate for underpayment of Taxes with respect to the amount of such Tax from the date the payment was required to be made until the date the Seller actually pays such amount to the Buyer. No payment pursuant to this Section 11.8(e)(ii) shall excuse the Seller from its indemnification obligations pursuant to Section 11.8(b) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Straddle Returns that are the responsibility of the Seller exceeds the amount of the Seller’s payment under this Section 11.8(e)(ii). The Buyer shall deliver any such Straddle Return to the Seller for its review and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least ten (10) days prior to the date on which such Straddle Return is due. (iii) If the Buyer or the Seller disputes any item on a Tax Return delivered by the other Party pursuant to either Section 11.8(e)(i) or Section 11.8(e)(ii), it shall notify the other Party of such disputed item (or items) and the basis for its objection no later than seven (7) days after delivery by such other Party of such Tax Return to the disputing Party. The Parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed filed. If the Parties cannot resolve any disputed item within fifteen (15) days of notification of such disputed item, the item in question shall be resolved by the Accounting Firm. The fees and expenses of the Accounting Firm shall be borne equally by the Seller and the Buyer. The Seller and the Buyer shall incorporate any use commercially reasonable comments efforts to cause the Accounting Firm to render a written report resolving the matters submitted to the Accounting Firm within thirty (30) days of Seller the receipt of such submission; provided, however, that to such the extent a Tax Returns Return must be filed prior to filingthe resolution of such disputed item, the Tax Return shall be filed as prepared by the other Party but the Parties will file an amended Tax Return to reflect the decisions of the Accounting Firm. (civ) Unless required by Law or a determination of a Governmental Authority that is final, neither Neither the Buyer nor any of its Affiliates shall (or shall cause or permit the Acquired Companies to) amend, refile or otherwise modify any member of Tax Return relating in whole or in part to the Company GroupAcquired Companies with respect to any Pre-Closing Taxable Period (or with respect to any Straddle Period), without the prior written consent of the Seller, which consent (A) with respect to Tax Returns for Pre-Closing Taxable Periods, may be withheld in the sole discretion of the Seller and (B) with respect to Straddle Returns, shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any if a Tax Return must be amended as a result of any member of and based upon the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect resolution of a Pre-Closing Contest or Specified Tax Period Matter, the Buyer agrees to amend such Tax Return solely to reflect the resolution of such Contest or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Specified Tax purposes as of the Closing DateMatter, and neither Parent nor the Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect not withhold its consent to the Employee Stay Bonusessuch amendment.

Preparation of Tax Returns and Payment of Taxes. (a) SellerThe Representative, at its sole cost and expenseon behalf of the Equityholders, shall prepare and timely file (or have prepared and cause to be timely filedprepared) all income Tax Returns of any member of the Company Group due under applicable Law for all periods ending on or prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Date (the “Equityholder Prepared Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns”). Such Tax Equityholder Prepared Returns shall be prepared in accordance a manner consistent with existing proceduresthe past practices of the Company. The Representative shall provide Parent with a copy of any such Equityholder Prepared Return for Parent’s review at least 30 Business Days prior to the date such Equityholder Prepared Return is due (after taking into consideration any extensions available). The Representative shall make revisions to any such Equityholder Prepared Return as reasonably requested in writing by Parent within 15 Business Days of Parent’s receipt of such Equityholder Prepared Return. If there is a disagreement as to whether revisions requested by Parent should be included in any such Equityholder Prepared Return, practicesthe disagreement shall be submitted to the Settlement Arbitrator for resolution (the expenses of which shall be shared in a manner similar to that set forth in Section 2.12(c)). Parent shall timely file (after taking into consideration any extensions available) with the applicable Governmental Body such Equityholder Prepared Returns as finally prepared (including the resolution of the Settlement Arbitrator, if applicable). No later than three Business Days prior to the date such Equityholder Prepared Return is due (after taking into consideration any extensions available), each Equityholder shall pay (in immediately available funds) its Allocable Percentage of any Pre-Closing Taxes required to be paid with respect to such Equityholder Prepared Return (notwithstanding this provision, the Equityholders shall be jointly and severally liable for the payment of such Pre-Closing Taxes). In the event such Equityholder Prepared Return reflects any refund, the provisions of Section 10.2(b) shall control. Notwithstanding the foregoing, in the event the Settlement Arbitrator has not resolved any dispute with respect to such Equityholder Prepared Return prior to the date such Equityholder Prepared Return is due (after taking into consideration any extensions available), Parent shall timely file such Equityholder Prepared Return in such manner as the Representative reasonably determines, and accounting methods of Parent shall file an amended Equityholder Prepared Return to the members of extent necessary to conform to the Company GroupSettlement Arbitrator’s final determination. (b) Except as provided in Section 4(a) of this Annex I, Buyer Parent shall prepare and timely file (or cause to be prepared and timely filedprepared) all Tax Returns that are required to be filed with respect to any member of a Governmental Body by the Company Group that are due after the Closing Date (including all Tax Returns for Straddle Periodsother than any Equityholder Prepared Returns) and shall, subject to Buyer’s and (the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax “Parent Prepared Returns”). To the extent relating to a Pre-Closing Taxable Period, such Tax Such Parent Prepared Returns shall be prepared on in a basis manner consistent with existing procedures, practices, and accounting methods of the members past practices of the Company. Parent shall provide the Representative with a copy of any Parent Prepared Return, unless otherwise required by Law. Buyer shall deliver and, in the case of any Income Tax Parent Prepared Return for with respect to a Straddle Period or any other Period, a calculation of the portion of the Taxes required to paid with respect to such Tax Return that is required under this are attributable to the portion of such Straddle Period ending on the Closing Date (as determined in accordance with Section 4(b10.5) of this Annex I that shows a Tax that (the Seller or “Straddle Period Allocation”) for the Representative’s review at least 30 Business Days prior to the date when such Parent Prepared Return is required to pay or indemnify under this Annex I be filed with the applicable Governmental Body (after taking into consideration any extensions available). If any Parent Prepared Return is required to be filed within 60 Business Days of Closing, no such 30 Business Day review period shall apply, but Parent shall make such return available for Sellerthe Representative’s review as soon as reasonably practical but possible. Parent shall make revisions to any such Parent Prepared Return and, if applicable, Straddle Period Allocation as reasonably requested in writing by the Representative within 15 Business Days of the Representative’s receipt of such Tax Return. If there is a disagreement as to whether revisions requested by the Representative should be included in any case at least fifteen such Parent Prepared Return or, if applicable, Straddle Period Allocation, the disagreement shall be submitted to the Settlement Arbitrator for resolution (15the expenses of which shall be shared in a manner similar to that set forth in Section 2.12(c)). Parent shall timely file (after taking into consideration any extensions available) days with the applicable Governmental Body all Parent Prepared Returns as finally prepared (including the resolution of the Settlement Arbitrator, if applicable). No later than three Business Days prior to the date on which such return Parent Prepared Return is due (after taking into consideration any extensions available), each Equityholder shall pay (in immediately available funds) its Allocable Percentage of any Pre-Closing Taxes required to be filed and Buyer shall incorporate any reasonable comments of Seller paid with respect to such Tax Returns Parent Prepared Return (notwithstanding this provision, the Equityholders shall be jointly and severally liable for the payment of such Pre-Closing Taxes). In the event such Parent Prepared Return reflects any refund, the provisions of Section 10.2(b) shall control. Notwithstanding the foregoing, in the event the Settlement Arbitrator has not resolved any dispute with respect to such Parent Prepared Return prior to filingthe date such Parent Prepared Return is due (after taking into consideration any extensions available), Parent shall timely file such Parent Prepared Return in such manner as Parent reasonably determines, and Parent shall file an amended Tax Return to the extent necessary to conform to the Settlement Arbitrator’s final determination. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member The income Tax year of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period) any Tax Return of any member of the Company Group that relates or is attributable to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes end as of the close of business on the Closing Date and the Company shall join the consolidated federal income Tax group of which Parent’s income and activities are included on the day after the Closing Date, and neither Parent nor Seller . No election shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions be made to ratably allocate Tax items for Income such Tax purposes with respect to the Employee Stay Bonusesyear under Treasury Regulations section 1.1502-76(b)(2)(ii).

Preparation of Tax Returns and Payment of Taxes. (a) SellerExcept as otherwise provided by Section 9.1, at its sole cost and expense, Sellers shall prepare and timely file (or have prepared and cause to be timely filedi) all Tax Returns of with respect to the Acquired Assets for any member of the Company Group due under applicable Law prior to Tax period ending on or before the Closing Date (and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on Purchaser shall cooperate with Sellers in causing such Tax Returns to be filed) and (ii) all other Tax Returns of Sellers, and, subject to Section 9.4(c), Sellers shall be paid or will be paid by Seller as responsible for paying any Taxes reflected on any Tax Return that Sellers are obligated to prepare and when required by Lawfile under this Section 9.4(a). (b) Purchaser shall prepare and timely file all Tax Returns with respect to the Acquired Assets for any Straddle Period. Seller With respect to any Straddle Period, Purchaser shall make available to Buyer for its review prepare such Tax ReturnsReturns consistent with past practices, other than Affiliated Group jurisdictions and methodologies, and shall provide Sellers or their successors in rights, as applicable, with a draft of such material Tax Returns, no later than fifteen (15) days Returns as soon as practicably possible prior to the filing of any such Tax Return. Purchaser shall consider in good faith any reasonable changes timely requested by Sellers with respect to such Tax Returns. Such Tax Returns Subject to Section 9.4(c), Purchaser shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that are required to be filed with respect to any member of the Company Group that are due after the Closing Date (including all Tax Returns responsible for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit paying any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared reflected on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that Purchaser is required obligated to prepare and file under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing9.4(b). (c) Unless required by Law or a determination of a Governmental Authority that is finalLiability for all real property taxes, neither Buyer nor any of its Affiliates shall personal property taxes and similar ad valorem obligations (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or “Apportioned Obligations”) levied with respect to the Acquired Assets and the Assumed Liabilities (individually or in the aggregate) for any member Straddle Period shall be apportioned between Sellers and Purchaser based on the number of days of such Straddle Period included in the Company Group that is attributable to any Pre-Closing Tax Period or and the number of days of such Straddle Period included in the Post-Closing Tax Period, amending, re-filing or otherwise modifying (or granting an extension . Sellers shall be liable for the proportionate amount of any applicable statute of limitations with respect such Apportioned Obligations that is attributable to any the Pre-Closing Tax Period or Straddle Period) any Tax Return . Purchaser shall be liable for the proportionate amount of any member of the Company Group such Apportioned Obligations that relates or is attributable to any Prethe Post-Closing Tax Period or Straddle Period) . The Party responsible for paying any Apportioned Obligation under applicable Law shall make such payment in accordance with applicable Law; provided that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller other Party shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect pay to the Employee Stay Bonusespaying Party such other Party’s portion of such Apportioned Obligation.

Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, Seller shall prepare and timely file (or have prepared and cause to be timely filedprepared) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) all income Tax Returns of, or with respect to, the Group Companies with respect to any taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that are required to be filed with respect to any member of the Company Group that are due Governmental Entity after the Closing Date (including all Tax Returns for Straddle Periods) and shallDate, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Lossesprovided, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer that Seller shall deliver any Income such income Tax Return for a Straddle Period (other than any consolidated, combined, unitary or any other similar Tax Return filed by a parent entity that is required under this Section 4(bnot a Group Company) of this Annex I that shows a Tax that to the Seller or Parent is required to pay or indemnify under this Annex I Purchaser for Seller’s its review as soon as reasonably practical but in any case at least fifteen (15) days 20 Business Days prior to the date on which such return income Tax Return is required to be filed (including extensions) and Buyer Seller shall incorporate any reasonable comments of Seller consider in good faith such revisions to such Tax Returns prior Returns, as are reasonably requested by Purchaser. Subject to filingSection 13.1(b), Seller shall timely pay to Purchaser all Pre-Closing Taxes shown on any Tax Return filed pursuant to this Section 13.3(a), except to the extent such Taxes are taken into account in the calculation of Net Working Capital. (cb) Unless required by Law or a determination In the case of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member other Tax Returns of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations Companies with respect to any Pre-Closing Taxable Periods that are required to be filed with any Governmental Entity after the Closing Date and Tax Period or Returns that are filed with respect to Straddle PeriodPeriods, Purchaser shall, except as otherwise required by applicable Law, prepare such Tax Return in a manner consistent with past practice, and timely file such Tax Returns with the applicable Governmental Entity, provided, that Purchaser shall deliver any such Tax Return to the Seller for its review at least 20 Business Days prior to the date such Tax Return is required to be filed (including extensions) and Purchaser shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Subject to Section 13.1(b), Seller shall timely pay to Purchaser all Pre-Closing Taxes shown on any Tax Return of any member of the Company Group that relates or is attributable filed pursuant to any Pre-Closing Tax Period or Straddle Period) that could result in any increased Tax liability of any member of the Company Group (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Lawthis Section 13.3(b), Parent and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of the Closing Date, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member of the Affiliated Group to) claim any deductions for Income Tax purposes with respect except to the Employee Stay Bonusesextent such Taxes are taken into account in the calculation of Net Working Capital.

Preparation of Tax Returns and Payment of Taxes. (a) SellerExcept as otherwise provided by Section 9.1, at its sole cost and expense, Seller shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of with respect to the Company Group due under applicable Law prior Acquired Assets required to be filed on or before the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of shall timely pay the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing DateTaxes due with respect thereto. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group. (b) Except as provided in Section 4(a) of this Annex I, Buyer Purchaser shall prepare and timely file (or cause to be prepared and timely filed) all other Tax Returns that are with respect to Property Taxes related to the Acquired Assets required to be filed with respect to any member of the Company Group that are due after the Closing Date (including all excluding, for the avoidance of doubt, any Tax Returns for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing. (c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with respect to any member of the Company Group that is attributable to any Pre-Closing Tax Period income, franchise or Straddle Period, amending, re-filing or otherwise modifying (or granting an extension similar Taxes of any applicable statute Seller or any of limitations its Affiliates) with respect to any Pre-Closing Tax Period or any Straddle PeriodPeriod and shall timely pay the Property Taxes due with respect to such Tax Returns; provided, that this Section 9.4(b) any Tax Return of any member shall not be construed to limit Purchaser’s right to adjust the Purchase Price (and obtain payment from the Escrow Agent out of the Company Group that relates or is Adjustment Escrow Amount) for any such Taxes attributable to any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period) Period to the extent permitted under Sections 2.7 and 2.8. Purchaser shall not file any Tax Return, file an amendment to any previously-filed Tax Return, or otherwise take any Tax position that could result in any increased reasonably be expected to have the effect of increasing the Tax liability of any member of the Company Group (or Seller or any of its Affiliates) , in each case without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or a reduction in any Tax asset in respect delayed). For purposes of determining whether Property Taxes are attributable to the pre-Closing or post-Closing portion of a Pre-Closing Tax Period or Straddle Period. (d) Unless otherwise required by Law, Parent Property Taxes shall be allocated pro rata per day between the period ending on the day prior to the Closing Date and Seller agree that none of the Employee Stay Bonuses payments have accrued for Income Tax purposes as of period beginning on the Closing Date, with the portion of Property Taxes attributable to the period ending on the day prior to the Closing Date being treated as pre-Closing Taxes, and neither Parent nor Seller shall (and neither Parent nor Seller shall allow any member the portion of the Affiliated Group to) claim any deductions for Income Tax purposes with respect Property Taxes attributable to the Employee Stay Bonusesperiod beginning on the Closing Date being treated as post- Closing Taxes.