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

Preparation of Tax Returns; Payment of Taxes. (i) The Seller shall cause the Company and the Subsidiaries to be included in the Seller's consolidated federal income Tax Returns for all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other Tax Returns required to be filed by the Company or any Subsidiary for all taxable periods ending on or prior to the Closing Date and shall timely pay any and all Taxes due with respect to such Tax Returns. Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, with respect to Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliver, at least twenty days prior to the due date for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be. (iv) With respect to all Taxes, the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period of the Company as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Return.

Preparation of Tax Returns; Payment of Taxes. (ia) The Seller shall will, and the Seller Stockholders will cause the Company and the Subsidiaries to be included in the Seller's consolidated federal income Tax Returns for all periods for which they are eligible to be so includedSeller to, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall (A) timely prepare and timely file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and filetimely filed in a manner consistent with past practice, all other Tax Returns related to any Transferred Subsidiary or any other Transferred Assets that are required to be filed by the Company Seller or any Subsidiary for all taxable periods ending on or prior to of its Subsidiaries before the Closing Date and shall timely pay (taking into account any and all Taxes due with respect to such Tax Returns. Prior to the filing of any Tax Return described in the preceding sentence extensions); except that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of will deliver any such Tax Return (or, with respect to Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) Buyer at least twenty days prior to the 15 Business Days before its due date for filing such Tax Returndate, and the Purchaser Buyer shall have the right to review and provide comments on such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and Seller shall act reasonably in deciding whether to accept or reject such comments. If the Seller agree Buyer does not provide comments within 10 Business Days after receipt of the Tax Returns, the Buyer shall be deemed to consult and resolve in good faith any such objection and to mutually consent to the filing of have accepted such Tax ReturnReturns without comment. The Seller will timely pay all Taxes shown as due on such Tax Returns. Such Tax Returns shall be prepared or completed true, correct and complete in a manner consistent with prior practice of the Seller, the Company all material respects and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice practice, unless otherwise required by applicable Tax law Laws. The Buyer will control the preparation and (B) the Purchaser shall deliver, at least twenty days prior to the due date for filing of any amendment or other filing related to any such Tax Return that is filed after the Closing Date, subject to the Seller’s rights and the procedures set forth in Sections 8.2, 8.5 and 8.6. (b) The Buyer will prepare and timely file all Tax Returns required to be filed by any Transferred Subsidiary or with respect to any other Transferred Assets for all Taxable Periods ending on, before or including the Closing Date and with due dates (including extensionsby way of a properly filed extension) on or after the Closing Date (the “Post-Closing Returns”). Such Post-Closing Returns shall be true, correct and complete in all material respects and shall be prepared in a manner consistent with prior practice, unless otherwise required by applicable Law. The Buyer shall deliver any such Post-Closing Returns to the Seller a statement setting forth the amount of Tax for which Representative at least 15 Business Days before its due date, and the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller Representative shall have the right to review such Tax Return and provide comments on the post-Closing Returns, and the Statement prior Buyer shall act reasonably in deciding whether to accept or reject such comments. If the filing Seller does not provide comments within 10 Business Days after receipt of such Tax Returnthe Post Closing Returns, the Seller shall be deemed to have accepted the Post Closing Returns without comment. The Seller and will pay the Purchaser agree to consult and resolve in good faith any issue arising Buyer the amount of Taxes shown as being due on a result of the review of such Tax Return and that are attributable to any Taxable Period (or portion thereof) ending before the Statement and to mutually consent to Closing Date at least five (5) Business Days before the filing as promptly as possible due date of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause payment required to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before due date for payment of Taxes made with respect to any Tax Returns which the Purchaser has the responsibility to filePost-Closing Return, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on unless such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that cost is allocable to already borne by the Seller pursuant to Section 8.5(b)(iv) hereof as the case may beother provisions of this Agreement. (iv) With respect to all Taxes, the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period of the Company as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Return.

Preparation of Tax Returns; Payment of Taxes. (ia) The Seller Representative shall cause provide the Company and the Subsidiaries to be included in the Seller's consolidated federal income Tax Returns for Buyer with a list of all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other Tax Returns required to be filed by the Company Entities for periods up to the Closing Date (whether or any Subsidiary not the period ends on such date) that have not been filed on or before the Closing Date. (b) The Seller Representative shall cause to be prepared and timely filed (to the extent permitted by applicable Law) in a manner consistent with past practices of the applicable Company Entity (unless otherwise required by applicable Law) and in accordance with this Article 10 all Income Tax Returns of the Company Entities for all taxable Tax periods ending on or prior to before the Closing Date and (“Pre-Closing Income Tax Returns”). The Sellers shall timely pay be responsible for any and all Taxes due with in respect of the Pre-Closing Income Tax Returns and, to the extent the Buyer or a Company will file such Tax Returns. Prior Returns after the Closing Date, as determined under applicable Law, shall pay to the Buyer at least five (5) days prior to the filing of any such Pre- Closing Income Tax Return described Returns all Taxes shown as due and payable, except to the extent such Taxes are included as liabilities in the preceding sentence that was not filed before determination of the Final Working Capital (which Taxes Buyer shall pay or cause to be paid). After the Closing Date, the Buyer shall be entitled to receive drafts of the Pre-Closing Income Tax Returns as they are being prepared, and the Seller Representative shall provide consult with the Purchaser with a substantially final draft Buyer during the course of such Tax Return (orpreparation. In all events, with respect to the Seller Representative shall cause such Pre-Closing Income Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to be delivered to the Company Buyer for comment and approval (which approval shall not be unreasonably withheld or any Subsidiarydelayed) at least twenty no later than thirty (30) days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return (taking into account any applicable extensions of time to file); provided, however, that the Buyer’s approval shall not be required for any Pre-Closing Income Tax Returns of Glenwood that do not report any actual Taxes owed by or imposed on Glenwood (as opposed to income or gain items flowing through for taxation by Glenwood’s members) that are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliver, at least twenty days prior to the due date for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be. (iv) With respect to all Taxes, the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period of the Company as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent accordance with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period past custom and practice of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax ReturnGlenwood.

Preparation of Tax Returns; Payment of Taxes. (ia) The Seller Subject to Section 6.16, the Purchaser shall cause the Company prepare and the Subsidiaries to be included in the Seller's consolidated federal file (at Purchaser’s expense) all income Tax Returns relating to the Company or any Company Subsidiary for all periods for which they Tax Periods ending on or before the date of the Closing that are eligible to be so included, including without limitation the period from January 1, 1999, to due after the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group shall file such Tax Returns that include for (i) the Seller or any affiliate Tax Period ended September 30, 2020 within one hundred fifty (150) days of Closing and (ii) the Seller for all taxable periods stub Tax Period thereafter ending on or prior to the Closing Date for which any within one hundred eighty (180) days of them are required the Closing. Sellers Representative shall have no less than fifteen (15) days to be so included. The Seller shall (A) timely prepare review and file all comment on such Tax Returns and timely pay any and all Taxes due with respect prior to filing. Except as otherwise provided in this Agreement, such Tax Returns and (B) timely prepare and file, or cause to shall be prepared and file, on a basis consistent with those prepared for prior Tax Periods unless a different treatment of any item is required by Law. The Sellers shall pay (i) all other Tax Returns required to be filed Taxes imposed on or payable by the Company or any Company Subsidiary for all taxable periods ending on or prior to the Closing Date and shall timely pay any and all Taxes due with respect to such Tax Returns. Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return Returns and (or, ii) with respect to Tax Returns described in clause (A) aboveStraddle Periods, Taxes imposed on the Company or any Company Subsidiary which are allocable pursuant to Section 7.01 to the portion of such draft period ending on the date of Closing, other than Taxes resulting from any act, transaction or omission of Purchaser or the Company occurring after the Closing that is not in the ordinary course of business. The amount of Taxes payable by the Sellers under this Section 7.04(a) shall be reduced to the extent taken into account in the calculation of Working Capital under Section 2.06. (b) Purchaser shall prepare and file (or cause the Company to prepare and file) all Tax Return Returns that relates relate to the Company or any Subsidiary) at least twenty days prior to Company Subsidiary for Tax Periods ending after the date of the Closing (including Straddle Periods); it being understood that all Taxes shown as due date for filing and payable on such Tax ReturnReturns shall be the responsibility of Purchaser, and except for such Taxes which are the Purchaser responsibility of the Sellers which the Sellers shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth pay in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Returnaccordance with this ARTICLE VII. Such Tax Returns shall be prepared or completed in on a manner basis consistent with those prepared for prior practice Tax Periods unless a different treatment of the Seller, the Company and any Subsidiary with item is required by Law. With respect to any Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns Return required to be filed by with respect to the Company or any Company Subsidiary after the date of the Closing Date. To and as to which Taxes are allocable to the extent any Taxes Sellers under Section 7.01 hereof, Purchaser shall provide the Sellers Representative and its authorized representative(s) with a copy of such completed Tax Return and a statement (with which Purchaser will make available supporting schedules and information) certifying the amount of Tax shown due on any such Tax Return are indemnifiable by that is allocable to the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliver, Sellers pursuant to Section 7.01 at least twenty thirty (30) calendar days prior to the due date (including any extension thereof) for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement")Return, and copies of such Tax Return. The Seller the Sellers Representative and its authorized representative(s) shall have the right to review and comment on such Tax Return and the Statement statement prior to the filing of such Tax Return. The Seller amount of Tax shown on any such Tax Return that is allocable to the Sellers shall be reduced to the extent accrued and taken into account in the calculation of Working Capital pursuant to Section 2.06. The Sellers Representative and Purchaser agree to consult and resolve to attempt in good faith to resolve any issue issues arising as a result of the review of such Tax Return and statement by the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(fSellers Representative or its authorized representative(s). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iiic) Not later than Notwithstanding anything to the five days before due date for payment contrary herein, if the Sellers receive an assessment or other notice of Taxes due with respect to the Company for any taxable period, or portion of any Tax Returns Period ending on or before the date of the Closing for which the Sellers are not responsible, in whole or in part, then Purchaser has shall pay such Taxes, or if the responsibility to fileSellers pay such Taxes, then Purchaser or the Seller Company shall pay to the Purchaser an Sellers pro rata based on their respective Pro Rata Shares the amount equal to that portion of the such Taxes shown on such Tax Return or the Statement for which the Seller has an obligation to indemnify Sellers are not responsible within ten (10) calendar days following such payment. In the Purchaser and its Affiliates pursuant to case of a Tax that is contested in accordance with the provisions of Section 8.5(a) or that is allocable 7.03, payment of the Tax to the Seller pursuant appropriate taxing authority will be considered to Section 8.5(b)(iv) hereof as be due no earlier than the case may bedate a final determination to such effect is made by the appropriate taxing authority or court. (ivd) With respect to all Taxes, In the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period preparation of the Company as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any federal and state income Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller Returns under this Section 7.04 for the period up to and including Tax Period ending on the Closing Date, the Sellers Representative shall cause the Company and the Company Subsidiaries to adopt the accrual method of tax accounting (iiin lieu of the cash method of accounting previously used) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means elect pursuant to IRS Revenue Procedure 2015-13 to recognize the entire amount of a closing any adjustment under Section 481 of the books and records of Code or other taxable income resulting from such adoption in the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each Company’s consolidated income tax return for such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax ReturnPeriod.

Preparation of Tax Returns; Payment of Taxes. (i) The Seller IDX shall cause (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the Company and the Subsidiaries to be included in the Seller's U.S. consolidated federal income Tax Returns for all periods for which they are eligible of IDX required to be so included, including without limitation filed after the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller date hereof for all taxable periods ending on or prior to before the Closing Date for which any of them and (2) where applicable, all combined consolidated or unitary Tax Returns that are required to be so included. The Seller shall (A) timely prepare and file all such Tax Returns and timely pay filed by IDX for any and all Taxes due with respect to such Tax Returns taxable period ending on or before the Closing Date and (B) timely prepare and file, or cause 64 ChannelHealth to be prepared and file, file all other Tax Returns required to be filed by the Company or any Subsidiary for all taxable periods ending ChannelHealth on or prior to the Closing Date and Date. IDX shall timely pay any and all Taxes due with respect to such Tax Returns. Prior All Tax Returns described in this Section 11.3(b)(i) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws (or judicial or administrative interpretations thereof). IDX shall cause ChannelHealth to provide Allscripts with copies of such completed Tax Returns at least 10 days prior to the filing date, and Allscripts shall be provided an opportunity to review such Tax Returns and supporting workpapers and Schedules prior to the filing of such Tax Returns. The failure of Allscripts to propose any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of changes to any such Tax Return (or, with respect within such 10 days shall be deemed to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing thereof. Any disagreements regarding such Tax Return, and the Purchaser shall have the right to review such Tax Return Returns which are not resolved prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns thereof shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute promptly resolved pursuant to Section 8.5(f)11.3(f) which shall be binding on the parties. (ii) Except as provided in Section 8.5(b)(i), following Following the Closing, the Purchaser Allscripts shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company ChannelHealth after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliver, at least twenty days prior to the due date for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before the due date for payment of Taxes with respect to any Tax Returns which the Purchaser Allscripts has the responsibility to file, the Seller IDX shall pay to the Purchaser Allscripts an amount equal to that portion of the Taxes shown on such Tax Return or the Statement return for which the Seller IDX has an obligation to indemnify the Purchaser Allscripts and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be11.3(a). (iv) With For federal income Tax purposes, the taxable year of ChannelHealth shall end as of the close of the Closing Date and, with respect to all other Taxes, the Seller IDX and the Purchaser Allscripts will, unless prohibited by applicable law, close the taxable period of the Company ChannelHealth as of the close of the Closing Date. Neither the Seller IDX nor the Purchaser Allscripts shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company ChannelHealth to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company ChannelHealth beginning before and ending after the Closing Date shall be allocated (i) to the Seller IDX for the period up to and including the Closing Date, and (ii) to the Purchaser Allscripts for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser Allscripts and shall be made by means of a closing of the books and records of the Company ChannelHealth as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser Allscripts shall provide the Seller IDX with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller IDX shall have the right to review such schedule, and the Purchaser Allscripts and the Seller IDX shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f11.3(f). Any amount owing from the Seller IDX under this Section 8.5(b)(iv11.3(b)(iv) shall be paid no later than five days prior to the filing of the underlying Tax Return. (v) With respect to any Tax Returns required to be filed by Allscripts with respect to any taxable period of ChannelHealth ending on or before the Closing Date, Allscripts shall provide IDX with a copy of such completed Tax Returns at least 10 days prior to the due date for filing of such Tax Returns. IDX shall have the right to review such Tax Returns, and Allscripts and IDX shall attempt in good faith mutually to resolve any disagreements regarding the preparation thereof prior to filing thereof. The failure of IDX to propose any changes to any such Tax Return within such 10 days shall be deemed to be an indication of its approval thereof. Any disagreements regarding such determination shall be resolved pursuant to Section 11.3(f). If such disagreement cannot be resolved prior to the due date for filing such Tax Return, Allscripts may cause such Tax Return to be filed in the manner proposed by Allscripts, without prejudice to IDX's right to pursue a final resolution of such disagreement. Any amount owing from IDX under this Section 11.3(b)(v) shall be paid no later than five days prior to the filing of the underlying Tax Return.

Preparation of Tax Returns; Payment of Taxes. (ia) The Seller Sellers’ Representative shall cause the Company and the Subsidiaries to be included in the Seller's consolidated federal income Tax Returns for all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, filed) all other Pass-Through Tax Returns that are required to be filed prepared by or with respect to the Company or any Subsidiary of its Subsidiaries for all any taxable periods period ending on or prior to before the Closing Date and Date. The Sellers shall timely pay any and all Taxes due arising from allocations of income to them with respect to such Tax Returns, whether or not shown as due on such Tax Returns. Prior The Sellers’ Representative shall prepare and file all Tax Returns for NewCo and the Sellers shall pay, or shall cause NewCo to pay, all Taxes in connection therewith or which are otherwise owed by NewCo. Sellers shall, or shall cause NewCo to, reimburse the Purchaser, the Company and their Affiliates for any withholding Taxes imposed on such parties with respect to the filing direct and indirect transfers of any the shares of Alila pursuant to this Agreement or the Unaffiliated Member Equity Purchase Agreement. (b) The Purchaser shall prepare (or cause to be prepared) and timely file (or cause to be timely filed), taking into account extensions, all income Tax Return Returns (other than Pass-Through Tax Returns described in Section 10.01(a)) of the preceding sentence that was not filed Company and its Subsidiaries for any taxable period ending on or before the Closing Date, Date for which a Tax Return is first required to be filed after the Seller Closing Date (the “Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall provide the Purchaser with a substantially final draft of be prepared by treating items on such Tax Return (orReturns in a manner consistent with past practice of the Company and its Subsidiaries, as applicable, with respect to Tax Returns described in clause (A) abovesuch items, the portion of such draft Tax Return that relates to the Company or any Subsidiary) extent permissible under applicable Law. The Purchaser shall provide the Sellers’ Representative with a copy of each Pre-Closing Income Tax Return, together with appropriate supporting information, at least twenty thirty (30) days prior to the due date (including any extension thereof) for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that Return for the foregoing does not apply Sellers’ Representative’s review and approval prior to the 1998 federal income Tax Return or the 1998 California franchise filing such Tax Return. The Sellers shall (in accordance with their Pro Rata Percentages) pay or cause to be paid the Taxes, if any, shown due on the Pre-Closing Income Tax Returns (other than to the extent that the liability for those Taxes is reserved against in, or taken into account in the preparation of, the Company Financial Statements). (c) The Purchaser shall notify prepare and timely file (or cause to be prepared and timely filed), taking into account extensions, all income Tax Returns of the Seller of any reasonable objections Company and its Subsidiaries for all Straddle Periods (the Purchaser may have to any items set forth in such draft “Straddle Period Income Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return”). Such All Straddle Period Income Tax Returns shall be prepared or completed by treating items on such Tax Returns in a manner consistent with prior past practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions)its Subsidiaries, except as otherwise required by law or regulation or otherwise agreed applicable, with respect to by the Purchaser prior such items, to the filing thereofextent permissible under applicable Law. In The Purchaser shall provide the event Sellers’ Representative with a copy of each Straddle Period Income Tax Return and a statement (or draft Schedule K-1 or applicable equivalent under state, local or foreign Tax law) specifying the parties are unable to resolve any dispute within ten days following the delivery amount of Tax shown due on such Tax Return, the parties shall resolve such dispute Return that is allocable to a Pre-Closing Tax Period pursuant to Section 8.5(f). 10.01(e) (ii) Except as provided in Section 8.5(b)(ia “Straddle Period Statement”), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent together with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliverappropriate supporting information, at least twenty thirty (30) days prior to the due date (including any extension thereof) for the filing of such Tax Return (including extensions), for the Sellers’ Representative’s review and approval prior to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of filing such Tax Return. The Seller Sellers shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve (in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file accordance with their Pro Rata Percentages) pay or cause to be filed all such Tax Returns and shall pay paid the Taxes shown due thereon. (iii) Not later than the five days before due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be. (iv) With respect to all Taxes, the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period of the Company as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending set forth on the Closing Date and applicable Straddle Period Statement for which the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved Sellers are liable pursuant to Section 8.5(f10.01(e) in respect of such Straddle Period Income Tax Returns (other than to the extent that the liability for those Taxes is reserved against in, or taken into account in the preparation of, the Company Financial Statements). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Return.

Preparation of Tax Returns; Payment of Taxes. (i) The Seller Stockholders shall cause the Company and the Subsidiaries to be included in the Seller's consolidated federal income Tax Returns for all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other the Tax Returns required to be filed by the Company or any Subsidiary for all taxable periods ending on or prior to the Closing Date and the Company shall timely pay any and all Taxes due with respect to such Tax Returns. Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller The Company shall provide the Purchaser with a substantially final draft copies of such Tax Return (or, with respect to completed Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty 10 days prior to the due date for filing such Tax Returndate, and the Purchaser shall have the right be provided an opportunity to review such Tax Return Returns and supporting workpapers and schedules prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date that include any Tax period beginning on or before the Closing Date. To the extent , and shall pay any and all Taxes shown due on with respect to any such Tax Return are indemnifiable by Returns. The Purchaser shall provide the Seller, (A) Representatives with copies of all such Tax Return Returns, and the Representatives shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliver, at least twenty days prior to the due date for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right provided an opportunity to review such Tax Return Returns and the Statement supporting workpapers and schedules prior to the filing of such Tax ReturnReturns. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before the due date for payment of Taxes with respect to any such Tax Returns which the Purchaser has the responsibility to fileReturn, the Seller Stockholders shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has Stockholders have an obligation to indemnify the Purchaser and its Affiliates pursuant to SECTION 9.5 of this Agreement. The Stockholders' indemnity obligation in respect of Taxes shown on any such Tax Return shall initially be effected by their payment to Purchaser of the provisions excess of Section 8.5(a(x) or that is such Taxes allocable to the Seller pursuant to Section 8.5(b)(ivPre-Closing Period over (y) hereof as the case may be. (iv) With respect to all Taxes, the Seller and the Purchaser will, unless prohibited amount of such Taxes paid by applicable law, close the taxable period of the Company as or any of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence its Subsidiaries on any Tax Return. In any case where applicable law does not permit the Company or prior to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation respect of the allocation at least 30 days period covered by such Tax Returns. If the amount for such Taxes paid by the Company or any of its Subsidiaries on or prior to the due date Closing Date exceeds the amount payable by the Stockholders pursuant to the preceding sentence, Purchaser shall pay to the Stockholders the amount of such excess not later than five days before the Tax Return with respect to the final liability for filing such Taxes is required to be filed. The payments to be made pursuant to this paragraph by the Stockholders or Purchaser shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or successor form). Purchaser and the Stockholders agree to cause the Company and its Subsidiaries to file all Tax Returns on the basis that the Closing Date is the end of the Company's taxable year for income and franchise Tax purposes, unless the relevant taxing authority will not accept a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt on that basis. (iii) All Tax Returns described in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(ivSECTION 9.8(C) shall be paid no later than prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the filing of the underlying applicable taxing authority or a contrary treatment is required by applicable Tax Returnlaws (or judicial or administrative interpretations thereof).

Preparation of Tax Returns; Payment of Taxes. (ia) The Seller shall cause the Company prepare and the Subsidiaries to be included in the Seller's consolidated federal file all income Tax Returns for all periods for which they are eligible relating to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include (x) the Seller and (y) the Company or any affiliate of the Seller Company Subsidiaries for all taxable periods ending on or prior to before the Closing Date for which any of them that are required to be so included. The Seller shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other Tax Returns required to be filed by the Company or any Subsidiary for all taxable periods ending on or prior to the Closing Date and shall timely pay any and all Taxes due with respect to such Tax Returns. Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, with respect to Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any ; provided that such Tax Return are indemnifiable by Returns for the Seller, (A) such Tax Return Company shall be prepared in a manner consistent with prior practice the past practices of the Company, unless otherwise a different treatment of any item is required by applicable Law. The Seller shall pay (i) all Taxes imposed on or payable by the Seller, (ii) all Taxes imposed on or payable by the Company or the Company Subsidiaries with respect to such Tax law Returns, (iii) with respect to Straddle Periods, all Taxes imposed on or payable by the Company or the Company Subsidiaries which are allocable pursuant to Section 7.01 to the portion of such period ending on the Closing Date, (iv) all Taxes imposed on or payable by the Company or the Company Subsidiaries for taxable periods ending on the Closing Date, (v) all Taxes imposed on or payable by the Company or the Company Subsidiaries for any taxable period commencing on or after January 1, 2020 and ending before the Closing Date and (Bvi) any Taxes deferred under the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136), any administrative or other guidance published with respect thereto or any other Law or executive order of the President of the United States intended to address consequences of the COVID-19 pandemic, except, with respect to clauses (ii), (iii) and (iv), Taxes resulting from any act, transaction or omission of Purchaser or the Company occurring after the Closing on the Closing Date that is not in the ordinary course of business. The amount of Taxes payable by the Seller under this Section 7.04(a) shall be reduced to the extent taken into account in the calculation of the Purchase Price or adjustment of the Purchase Price under Section 2.07. (b) Purchaser shall deliverprepare and file (or cause to be prepared and filed) all other Tax Returns that relate to the Company or the Company Subsidiaries; it being understood that all Taxes shown as due and payable on such Tax Returns shall be the responsibility of Purchaser, except for Taxes imposed on the Company or the Company Subsidiaries for (i) taxable periods ending on or before the Closing Date and (ii) any Straddle Period which are allocable pursuant to Section 7.01 to the portion of such period ending on the Closing Date. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by Law. With respect to any Tax Return required to be filed after the Closing Date with respect to the Company or the Company Subsidiaries for any Straddle Period and as to which Taxes are allocable pursuant to Section 7.01 to the portion of such period ending on the Closing Date, Purchaser shall provide the Seller and its authorized representative(s) with a copy of such completed Tax Return and a statement (with which Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable pursuant to Section 7.01 to the portion of such period ending on the Closing Date, at least twenty thirty (30) calendar days prior to the due date (including any extension thereof) for filing of such Tax Return (including extensions)Return, to and the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(aand its authorized representative(s) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review and comment on such Tax Return and the Statement statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve to attempt in good faith to resolve any issue issues arising as a result of the review of such Tax Return and statement by the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(fSeller or its authorized representative(s). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before due date for payment amount of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be. (iv) With respect to all Taxes, the Seller and the Purchaser will, unless prohibited payable by applicable law, close the taxable period of the Company as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv7.04(b) shall be paid no later than reduced to the filing extent taken into account in the calculation of the underlying Tax ReturnPurchase Price or adjustment of the Purchase Price under Section 2.07.

Preparation of Tax Returns; Payment of Taxes. (i) The Seller shall include the Company, or cause the Company and the Subsidiaries to be included in in, and shall file or cause to be filed, (A) the Seller's United States consolidated federal income Tax Returns for all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include of the Seller or any affiliate of the Seller its affiliates for all taxable periods of the Company ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall and (AB) timely prepare and file where applicable, all such other consolidated, combined or unitary Tax Returns of Seller or its affiliates for all taxable periods of the Company ending (or the portion of any taxable period ending) on or prior to the Closing Date, and timely shall pay any and all Taxes due with respect to such the returns referred to in clause (A) or (B) of this Section 10.4(b)(i). Such Tax Returns referred to in clause (A) and (B) timely prepare above are referred to as the "Seller Consolidated Returns"). Subject to Section 10.4(c) hereof, which shall govern with respect to sales and fileuse Tax Returns and other filings in the Indemnified Jurisdictions, Seller also shall file or shall cause the Company to be prepared and file, file (C) all other Tax Returns with respect to Fully Indemnified Taxes of or which include the Company required to be filed by the Company or (taking into account any Subsidiary for all taxable periods ending extensions) on or prior to the Closing Date, (D) all Tax Returns with respect to Fully Indemnified Taxes for the period ended December 31, 1999, whether or not on extension, and (E) all short taxable period Tax Returns for taxable periods ending on the Closing Date to the extent they relate to Fully Indemnified Taxes, and shall timely pay any and all Taxes due with respect to such Tax Returns. Prior to the filing of any All Tax Return Returns described in this Section 10.4(b) (i) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the preceding sentence that was not filed before applicable taxing authority or a contrary treatment is required by applicable tax laws (or the Closing Date, the judicial or administrative interpretations thereof). Seller shall provide the Purchaser with a substantially final draft copies of such Tax Return Returns (or, with respect to Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiaryother than Seller Consolidated Returns) at least twenty 30 days prior to the filing date, and Purchaser shall be provided an opportunity to review such returns and supporting workpapers and schedules prior to the filing of such Tax Returns. Seller and Purchaser shall attempt to resolve in good faith any disagreement regarding such Tax Returns prior to the due date for filing thereof (including extensions). Purchaser shall cause to be executed such Tax ReturnReturns and shall return them to Seller so that Seller receives such executed Tax Returns at least 5 days prior to such Tax Returns filing deadline (including extensions); provided, however, that Purchaser and the Purchaser Company shall have the right not be required to review execute any such Tax Return if Purchaser reasonably and in good faith determines that 41 50 such Tax Return is materially incorrect. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 10.4(g) which shall be binding on the parties. If a Tax Return, which is prepared and provided to Purchaser for review in accordance with the provisions of this Section 10.4(b)(i), is not timely filed because a dispute arises with respect to the Tax Return and the Company does not execute the Tax Return in a timely manner, the Company will be responsible for (and Seller will not be required to indemnify any Purchaser Party for) any interest, penalties or late fees imposed with respect to such Tax Return; providedReturn as a result of Company's failure to execute such Tax Return if, that the foregoing does not apply Seller's position with respect to such Tax Return is determined to be correct in proceedings initiated under Section 10.4(g). Seller shall subsequent to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Closing Date, provide written notice to Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax any amended Seller Consolidated Returns shall be prepared (or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary provision thereof) or claim for refund with respect to Tax such Returns concerning the income, properties with respect to any taxable period ending on or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the Closing Date if such filing thereof. In includes material changes to the event the parties are unable to resolve any dispute within ten days following the delivery of Company's Tax liabilities and, if such Tax Returnfiling would have a material adverse effect on Purchaser, the parties shall resolve Company, or their affiliates for any taxable period including or ending after the Closing Date, Seller will not make such dispute pursuant to Section 8.5(f)filing without the consent of Purchaser, which consent will not be unreasonably withheld. (ii) Except as provided in Section 8.5(b)(i), following Following the Closing, the Purchaser shall be responsible for preparing file or causing cause to be prepared filed all federal, foreign, state and local Tax Returns (other than Seller Consolidated Returns, Tax Returns with respect to Fully Indemnified Taxes for the period ended December 31 1999 whether or not under extension, Tax Returns with respect to Fully Indemnified Taxes required to be filed on or prior to the Closing Date, and short taxable period Tax Returns with respect to Fully Indemnified Taxes for taxable periods ending on the Closing Date) required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliver, at least twenty days file any required sales and use Tax Returns with respect to jurisdictions other than the Indemnified Jurisdictions which Company did not file for taxable periods ending on or prior to the due date for filing of such Closing Date and any other Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for Returns which the Seller is responsible pursuant to Section 8.5(a) hereof Company did not file on or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Closing Date with respect to Taxes other than Fully Indemnified Taxes and shall, subject to receiving the payments from Seller and referred to in Section 10.4(b)(iii), cause the Purchaser agree Company to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall in any manner terminate, limit, or adversely affect any right of Purchaser Parties to receive indemnification pursuant to any provision of this Agreement. (iii) Not Except as otherwise provided in Section 10.4(b)(iv) for a Straddle Tax Return (as defined therein), not later than the five 5 days before the due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to fileReturns, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement return for which the Seller has an obligation to indemnify the Purchaser and its Affiliates Parties pursuant to the provisions of Section 8.5(a) or that is allocable 10.4(a). Purchaser and Seller will attempt to resolve in good faith any disagreement regarding the amount owing by Seller to Purchaser prior to the due date for the payment of such Taxes. In the event that Purchaser and Seller pursuant fail to resolve any such disagreement prior to such due date, then Seller shall, not later than 2 days before such due date, pay to Purchaser an amount reasonably determined by Seller to be due to 42 51 Purchaser and the balance, if any, shall be paid upon resolution of the dispute. Any dispute concerning any further amount claimed by Purchaser shall resolved in accordance with Section 8.5(b)(iv) hereof as the case may be10.4(g). (iv) With For federal income tax purposes, the taxable year of the Company shall end as of the close of the Closing Date and, with respect to all other Taxes, the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period of the Company as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (each a "Straddle Period" and all Tax Returns in respect thereof, a "Straddle Period Return"), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated to (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The With respect to (i) Straddle Returns relating to Fully Indemnified Taxes, and (ii) Straddles Returns relating to Taxes other than Fully Indemnified Taxes after the basket in Section 10.3(e)(i) has been satisfied, Purchaser shall provide the will notify Seller with a schedule showing the computation of Purchaser's calculation of Seller's share of the allocation at least Taxes of the Company for any Straddle Period and provide to Seller a copy of the Straddle Period Return and the calculation of the split of the Tax liability for such period between Purchaser and Seller (the "Statement") no later than 30 days before the due date for filing of such Straddle Period Return. Purchaser and Seller will attempt to resolve in good faith any disagreement with or arising out of any such Straddle Period Return and/or Statement prior to the due date for filing a Tax Return which includes the Closing Datepayment of such Taxes. The In the event that Purchaser and Seller shall have the right fail to review resolve any such scheduledisagreement prior to such due date, and the then Seller shall, not later than 2 days before such due date, pay to Purchaser an amount reasonably determined by Seller to be due to Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) balance, if any, shall be paid no later than the filing upon resolution of the underlying Tax Returndispute. Any disputes shall resolved in accordance with Section 10.4(g). (v) Any payment pursuant to this Section 10.4(b) paid after the date such payment is due shall become accompanied by payment of any amount equal to simple interest on the amount of such payment at a rate of 12% per annum from and including the date that such payment was due but excluding the date such payment was made.

Preparation of Tax Returns; Payment of Taxes. (i) The Each Seller shall cause timely file all of its income and other Tax Returns which include, or otherwise relate to, the Company sale of the Bridge Trading Assets and the Subsidiaries Designated Entities. Bridge shall include each United States Designated Entity in, and shall file or cause to be included in filed, (A) the Seller's United States consolidated federal income Tax Returns for all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary of Bridge or other similar group Tax Returns that include the Seller or any affiliate of the Seller its affiliates for all taxable periods of the Bridge Trading Designated Entities ending on or prior to the Bridge Trading Option Closing Date and (B) where applicable, all other consolidated, combined or unitary Tax Returns of Bridge or its affiliates for all taxable periods of the Designated Entities ending (or the portion of any taxable period ending) on or prior to the Bridge Trading Option Closing Date. Such Tax Returns referred to in clauses (A) and (B) above are referred to as the “Bridge Trading Consolidated Returns”). Sellers also shall file or shall cause to be filed all other Tax Returns of or which include any of them are Designated Entity required to be so includedfiled on or prior to the Bridge Trading Option Closing Date. The Seller Sellers shall (A) timely prepare and file all such Tax Returns and timely pay or cause to be paid any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other Tax Returns required to be filed by the Company or any Subsidiary for all taxable periods ending on or prior to the Closing Date and shall timely pay any and all Taxes due with respect to such Tax ReturnsSellers under this Section 11.24(a)(i). Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, with respect to All Tax Returns described in clause (Athis Section 11.24(a) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable Tax law and tax laws (B) or the judicial or administrative interpretations thereof). Bridge shall provide the Purchaser shall deliverwith copies of such Tax Returns (or, in the case of Bridge Trading Consolidated Returns, the portion of such Tax Returns relating to the Designated Entities) at least twenty 10 business days prior to the due date for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement")date, and copies of such Tax Return. The Seller Purchaser shall have the right be provided an opportunity to review such Tax Return returns and the Statement supporting workpapers and schedules prior to the filing of such Tax ReturnReturns. The Seller and Bridge shall, subsequent to the Bridge Trading Option Closing Date, provide written notice to Purchaser agree to consult and resolve in good faith any issue arising as a result of the review filing of any amended Bridge Trading Consolidated Returns or claim for refund with respect to such Tax Return and the Statement and Returns with respect to mutually consent any taxable period ending on or prior to the Bridge Trading Option Closing Date and, if such filing as promptly as possible would have a material adverse effect on Purchaser, any Designated Entity, or their affiliates for any taxable period including or ending after the Bridge Trading Option Closing Date, Bridge will not make such filing without the consent of such Tax Return. In Purchaser, which consent will not be unreasonably withheld. (ii) Bridge shall, in the event of an ownership change (within the parties are unable meaning of Section 382 of the Code and applicable Treasury Regulations) of the Affiliated Group of which Bridge is the common parent, during the taxable year in which the Bridge Trading Option Closing occurs, elect to resolve any dispute within ten days following utilize the delivery closing-of-the-books method with respect to the utilization of such Tax Return its loss and tax credit carryforwards in accordance with Treasury Regulation Section 1.382-6 if doing so would minimize the Statementincome tax liability for which the Designated Entities may be jointly or severally liable for the taxable year. (iii) Following the Bridge Trading Option Closing, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns Returns, other than Bridge Trading Consolidated Returns, required to be filed by the Designated Entities after the Bridge Trading Option Closing Date and shall cause each such entity to pay the Taxes shown due thereon. (iii) Not later than the five days before due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be. (iv) With respect to all Taxes, the Seller Sellers and the Purchaser will, unless prohibited by applicable law, close the taxable period of the Company each Designated Entity as of the close of the Bridge Trading Option Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Return.

Preparation of Tax Returns; Payment of Taxes. (i) The Seller shall cause the Company and the Subsidiaries to be included in the Seller's consolidated federal income Tax Returns for all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other Tax Returns required to be filed by the Company or any Subsidiary for all taxable periods ending on or prior to the Closing Date and shall timely pay any and all Taxes due with respect to such Tax Returns. Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, with respect to Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i5.2(a)(iv), following the Closing, the Purchaser Buyer shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by relate to a taxable period ending on or before the SellerClosing Date (or a taxable period that is deemed to close on the Closing Date pursuant to Section 5.2(a)(iii)), (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and laws; (B) Buyer shall provide the Purchaser shall deliver, Stockholders with copies of such Tax Return at least twenty 30 days prior to the due date for filing of such Tax Return (including extensions, if any), to ; and (C) the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller Stockholders shall have the right to review such Tax Returns for 15 days following receipt thereof. The failure of the Stockholders to propose any changes to any such Tax Return within such 15 days shall be deemed to be an indication of their approval thereof. The Stockholders and the Statement Buyer shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing of such Tax Returnthereof. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser Buyer shall file or cause to be filed all such Tax Returns and shall shall, subject to receiving the payments from the Stockholders referred to in Section 5.2(a)(ii), pay the Taxes shown due thereon; provided, however, that in the event that any disagreement between Buyer and the Stockholders in respect of such Tax Returns shall not be resolved prior to the due date for filing thereof, Buyer shall file or cause to be filed all such Tax Returns in the manner deemed appropriate by the Buyer and shall, subject to receiving the payments from the Stockholders referred to in Section 5.2(a)(ii), pay the Taxes shown due thereon; provided, further, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Buyer to receive indemnification pursuant to any provision in this Agreement or the right of the Stockholders to further pursue such disagreement, which, if not resolved by the parties, shall be resolved in the manner described in Section 1.5(b) (the "Dispute Resolution Mechanism"). (iiiii) Not later than the five (5) days before the due date for payment of Taxes with respect to any Tax Returns which the Purchaser Buyer has the responsibility to file, the Seller Stockholders shall pay to the Purchaser Buyer an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has Stockholders have an obligation to indemnify the Purchaser and its Affiliates Buyer pursuant to the provisions of Section 8.5(aSections 2.2(a) or that is allocable to of the Seller pursuant to Section 8.5(b)(iv) hereof as the case may beEscrow Agreement. (iviii) With respect to all TaxesFor federal income Tax purposes, the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period year of the Company shall end as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed and, with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then all other Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Return.,

Preparation of Tax Returns; Payment of Taxes. (i) The Seller shall include Company or cause the Company and the Subsidiaries to be included in the Seller's consolidated federal income in, and shall file or cause to be filed, all consolidated, combined or unitary Income Tax Returns of Seller or its affiliates for all the taxable periods for which they are eligible to be so included, including without limitation of Company ending (or the portion of any taxable period from January 1, 1999, ending) on or prior to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other Tax Returns required to be filed by the Company or any Subsidiary for all taxable periods ending on or prior to the Closing Date and shall timely pay any and all Taxes due with respect to such Tax Returns. Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, with respect to Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following Following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company with respect to Taxes (other than Income Taxes) for all taxable periods and as to Income Taxes for all taxable periods beginning after the Closing Date. To the extent any Taxes shown due on any such Tax Return Returns are indemnifiable by the Seller, (A) such Tax Return Returns shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and laws, rules or regulations; (B) the Purchaser shall deliver, provide Seller with copies of each such Tax Return at least twenty 30 days prior to the due date for filing of such Tax Return return; and (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(aC) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Return and the Statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten Returns for 15 days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f)receipt thereof. The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Purchaser, Seller or Company to receive indemnification pursuant to any provision in this Agreement. (iii) Not later than the five two days before the due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement return for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(asubsection (b) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may beabove. (iv) With For all Income Tax purposes, the taxable year of Company shall end as of the close of the Closing Date, and with respect to all other Taxes, the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period of Company on the Company as of the close of the Closing Balance Sheet Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does Notwithstanding anything contained herein to the contrary, Seller and Purchaser shall report all transactions not permit in the Company to close its taxable year ordinary course of business occurring on the Closing Date or on Seller's Tax Returns, including any transactions contemplated hereunder, including the transfer of the Flight Systems Division; provided, however, that nothing contained in the foregoing shall affect any case in which a Tax is assessed with respect right of Seller to a recover from Purchaser under Section 7(b)(ii)(C) hereof. The portion of Income Taxes of Company for taxable period which includes periods extending through the Closing Date (but does not begin or end that shall be paid by Seller shall be computed on that day), then Taxes, a closing-of-the-books basis as if any, attributable to the taxable period ended at the close of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including business on the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Return.

Preparation of Tax Returns; Payment of Taxes. (i) The Seller shall cause the Company and the Subsidiaries After giving effect to be included in the Seller's consolidated federal income Tax Returns for all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate valid extensions of the Seller for all taxable periods ending on or prior to due date, the Closing Date for which any of them are required to be so included. The Seller Indemnification Representative shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other filed) in a timely manner the Income Tax Returns required to be filed by the Company or for any Subsidiary for all taxable periods ending on or prior to the Pre-Closing Date Tax Periods, and shall will timely pay any and (or cause to be paid), all Taxes shown as due with respect to and owing on all such Tax Returns. Prior All such Tax Returns shall be signed by KPMG or another major accounting firm, and the Company Stockholders will pay the expenses of such accounting firm except for amounts accrued as liabilities on the Closing Balance Sheet and taken into account as such in the calculation of Closing Working Capital. The Buyer shall cooperate with the preparation of such Tax returns and provide all information reasonably required and shall be permitted at least 30 days to the filing of any review and comment on each such Tax Return described in the preceding sentence prior to filing. The Indemnification Representative shall cooperate with such review and shall make such revisions to such Tax Returns as are reasonably requested by the Buyer. Any disputes over such Tax Returns shall be promptly submitted to and resolved by an independent accounting firm selected jointly by the Buyer and the Indemnification Representative. The Buyer will reimburse the Company Stockholders for any Taxes with respect to such Tax Returns to the extent that was not such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheet in the Company’s Financial Statements (rather than in any notes thereto), whether as accrued Taxes or other accrued expenses, and taken into account as liabilities in calculating Closing Working Capital. The Buyer will prepare and file (or cause to be prepared and filed) in a timely manner all other Tax Returns of the Company for any Pre-Closing Tax Periods that are filed before after the Closing Date (after giving effect to any valid extensions of the due date). Buyer shall permit the Indemnification Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Indemnification Representative. Any disputes over such Tax Returns shall be promptly submitted to and resolved by an independent accounting firm selected jointly by the Buyer and the Indemnification Representative. The Company Stockholders shall pay to the Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to such Taxes of the Company for such periods, except to the extent that such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheet in the Company’s Financial Statements (rather than in any notes thereto), whether as accrued Taxes or other accrued expenses, and taken into account as liabilities in calculating Closing Working Capital. (ii) The Buyer shall prepare and timely file or shall cause to be prepared and timely filed any Tax Returns of the Company for Straddle Periods. The Company Stockholders shall pay to Buyer within fifteen (15) days after the date on which any such Taxes are paid with respect to such periods an amount equal to the portion of Straddle Period Taxes which relates to the portion of such Taxable period ending on the Closing Date, except to the Seller shall provide extent that such Taxes are reflected in the Purchaser with a substantially final draft reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of such Tax Return the balance sheet in the Company’s Financial Statements (orrather than in any notes thereto), with respect to Tax Returns described whether as accrued Taxes or other accrued expenses, and taken into account as liabilities in clause calculating Closing Working Capital. (Aiii) aboveIn the case of any Straddle Period Taxes, the portion of such draft Tax Return that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of non-income based Taxes imposed on a periodic basis (including property Taxes), be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income or receipts or imposed in connection with any sale or transfer of property (be deemed equal to the amount which would be payable if the relevant Tax period ended at the close of the Closing Date. (iv) To the extent required by applicable law, each of the Company Stockholders shall include any income, gain, loss, deduction or other Tax items for Pre-Closing Tax Periods on their Tax Returns in a manner consistent with the Company’s Schedule K-1’s for such Tax Periods (including any Subsidiaryincome, gain, loss, deduction or other Tax items resulting from the Section 338(h)(10) elections contemplated hereunder). (v) Any Tax Return to be prepared and filed by the Buyer for taxable periods beginning before the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return except to the extent Buyer makes a good faith determination that a position or other method of reporting in such Tax Return is not reasonably likely to be sustained upon audit, and the Buyer shall consult with the Indemnification Representative concerning each such Tax Return and report all items with respect to the portion of the period ending on the Closing Date in accordance with the instructions of the Indemnification Representative to the extent such reporting is allowable without significant risk of the imposition of penalties or additions to Tax as determined by the Buyer in consultation with its Tax advisors. The Buyer shall provide the Indemnification Representative with a copy of each such proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Indemnification Representative) at least twenty 30 days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, except that (i) in the foregoing does not apply case of a Tax Return relating to a monthly taxable period, the copy shall be provided to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliver, Indemnification Representative at least twenty 5 days prior to the due date for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Seller Return and (ii) in the Purchaser agree to consult and resolve in good faith any issue arising as case of a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute due within ten 90 days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be. (iv) With respect to all Taxes, the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period of the Company as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) the copy shall be provided to the Purchaser for the Indemnification Representative in such shorter period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days time prior to filing as the due date for filing a Tax Return which includes the Closing Date. The Seller Buyer shall have the right reasonably determine to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Returnpracticable.

Preparation of Tax Returns; Payment of Taxes. (i) The Seller Sellers shall cause PricewaterhouseCoopers LLP to prepare and to file all the Company and the Subsidiaries to be included in the Seller's consolidated federal income Tax Returns for all periods for which they are eligible to be so includedfederal, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other Tax Returns required to be filed by the Company Darby Companies (i) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable Taxing Authority or a contrary treatment is required by applicable Tax Law (or judicial or administrative interpretations thereof). The Sellers shall cause PricewaterhouseCoopers LLP to provide Purchaser with copies of such completed Tax Returns at least 20 days prior to the filing date, and Purchaser shall be provided an opportunity to review such Tax Returns and supporting work papers and schedules prior to the filing of such Tax Returns. Purchaser shall have the right to approve only those portions of such Tax Returns that involve items that (i) recur in the Tax Returns of DOIL or any Subsidiary for all taxable periods ending any period after the Closing Date or (ii) otherwise could adversely affect Purchaser or such entities (such issues referred to as "Approval Items"). The failure of Purchaser to propose any changes to Approval Items on or any such Tax Return within 10 days shall be deemed to be an indication of its approval thereof. The Sellers and Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Approval Items on Tax Returns prior to the Closing Date due date for filing thereof. In the event that the Sellers and shall timely pay Purchaser are unable to resolve any and all Taxes due dispute with respect to such Tax Returns. Prior to the filing of any Approval Items on a Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, with respect to Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty 10 days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns dispute shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute resolved pursuant to Section 8.5(fSECTION 10.5(f). (ii) Except as provided in Section 8.5(b)(i), following Following the Closing, the FRI shall cause Purchaser shall be responsible for preparing to prepare or causing to be have prepared all federal, foreign, state and local Tax Returns required to be filed by the Company DOIL or any Subsidiary with respect to tax periods ending after the xhe Closing Date. Purchaser shall file or cause to be filed all such Tax Returns and shall, subject to receiving the payments from the Sellers referred to in Section 10.5(b)(iv), pay or cause to be paid the Taxes shown due thereon. (iii) To the extent any Taxes shown due on any such Tax Return described in Section 10.5(b)(ii) are indemnifiable by the SellerSellers, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and tax laws; (B) the Purchaser shall deliverprovide the Sellers with copies of such Tax Return or the portion thereof relating to amounts indemnifiable by the Sellers, and supporting work papers and schedules at least twenty 20 days prior to the due date for filing of such Tax Return return; and (including extensions), to C) the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller Sellers shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns or such portion for 10 days following receipt thereof. The failure of the Sellers to propose any changes to any such Tax Return or portion thereof within such 10 days shall be deemed to be an indication of its approval thereof. The Sellers and the Statement Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns or portion thereof prior to the due date for filing thereof. In the event that the Sellers and Purchaser are unable to resolve any dispute with respect to such Tax Return or portion thereof at least 10 days prior to the due date for the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute shall be resolved pursuant to Section 8.5(fSECTION 10.5(f). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iiiiv) Not later than the five 5 days before the due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller Sellers shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement return for which the Seller has Sellers have an obligation to indemnify the Purchaser and its Affiliates Indemnified Parties pursuant to the provisions of SECTION 10.5(a). No payment pursuant to this SECTION 10.5(b)(iv) shall excuse the Sellers from its indemnification obligations pursuant to SECTION 10.5(a) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns that are the responsibility of the Sellers exceeds the amount of the Seller's payment under this Section 8.5(a) or that is allocable 10.5(b)(iv). If a dispute arises with respect to the Seller pursuant underlying Tax Return or the amount of Taxes for which the Sellers are responsible and is not resolved 5 days prior to Section 8.5(b)(iv) hereof the due date of the underlying Tax Return, the Sellers shall pay to Purchaser the amount that Purchaser deems to be due and owing; PROVIDED, HOWEVER, that if the independent accounting firm shall determine that the amount of Taxes as being the case may beresponsibility of the Sellers differs from the amount paid to Purchaser, the Sellers shall pay to Purchaser, or Purchaser shall pay to the Sellers, the amount necessary to reflect the independent accounting firm's determination. (ivv) With respect to all Taxes, the Seller Sellers and the Purchaser will, unless prohibited by applicable law, close the taxable period of the Company Darby Companies as of the close of the Closing Date. Neither Neitxxx the Seller Sellers nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the any Darby Company to close its taxable year on the Closing Date or in any xxx case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a "STRADDLE PERIOD"), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date a Straddle Period shall be allocated (i) to the Seller Sellers for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and a Straddle Period shall be made by means of a closing of the books and records of the Company Darby Companies as of the close of the Closing Date, provided that providxx xhat exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. . (vi) The Purchaser shall provide the Seller with a schedule showing the computation not, and shall not cause or direct any other Person to, file an election under Section 338 of the allocation at least Code (or any similar provision under any other Law) with respect to any interest purchased under this Agreement. (vii) The Sellers shall cause Pricewaterhouse Coopers LLP to prepare and file with the IRS on behalf of DOIL the notice described in Treasury Regulations Section 0.007-2(h)(2) within 30 days prior to the due date for filing a Tax Return which includes of the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Return.

Preparation of Tax Returns; Payment of Taxes. (i) The Seller shall include the Company, or cause the Company and the Subsidiaries to be included in in, and shall file or cause to be filed, (A) the Seller's United States consolidated federal income Tax Returns for all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include TAX RETURNS of the Seller or any affiliate its AFFILIATES for the taxable periods of the Seller for all taxable periods Company ending on or prior to the Closing Date CLOSING DATE and (B) where applicable, all other consolidated, combined or unitary TAX RETURNS of Seller or its AFFILIATES for which the taxable periods of the Company ending (or the portion of any of them are required taxable period ending) on or prior to be so included. The Seller the CLOSING DATE, and shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes TAXES due with respect to the returns referred to in clause (A) or (B) of this Section 9.4(c)(i), including but not limited to any liability due with respect to any Section 338(h)(10) Election made pursuant to Section 8.4(b) hereof. Seller also shall file or shall cause the Company to file all other TAX RETURNS of or which include the Company required to be filed (taking into account any extensions) on or prior to the CLOSING DATE and shall pay any and all TAXES due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other Tax Returns required to be filed by the Company or any Subsidiary for all taxable periods ending on or prior to the Closing Date and shall timely pay any and all Taxes due with respect to such Tax ReturnsTAX RETURNS. Prior to the filing of any Tax Return All TAX RETURNs described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, with respect to Tax Returns described in clause (Athis Section 8.4(c)(i) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax laws (or the judicial or administrative interpretations thereof). Seller shall provide the Company with copies of such TAX RETURNS (or, in the Sellercase of TAX RETURNS filed for an AFFILIATED Group, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations portion of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior such consolidated TAX RETURNS relating to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f)Company) after they have been filed. (ii) Except as provided in Section 8.5(b)(i), following Following the Closing, the Closing Purchaser shall be responsible for preparing or causing to be prepared all federalFederal, foreignForeign, state State and local Local Tax Returns required to be filed by the Company on a separate return basis after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliver, at least twenty days prior to the due date for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns TAX RETURNs and shall shall, subject to receiving the payments from Seller referred to in Section 8.4(c)(iii), pay the Taxes TAXES shown due thereon; PROVIDED, HOWEVER, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Purchaser Indemnified Parties, Seller or the Company to receive indemnification pursuant to any provision in this Agreement. (iii) Not later than the five 5 days before the due date for payment of Taxes TAXES with respect to any Tax Returns TAX RETURNS which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes TAXES shown on such Tax Return or the Statement return for which the Seller has an obligation to indemnify the Purchaser and its Affiliates AFFILIATES pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be8.4(a). (iv) With For federal income tax purposes, the taxable year of the Company shall end as of the close of the CLOSING DATE and, with respect to all Taxesother TAXES, the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period of the Company as of the close of the Closing DateCLOSING DATE. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax ReturnTAX RETURN. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date CLOSING DATE or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date CLOSING DATE (but does not begin or end on that day), then TaxesTAXES, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date CLOSING DATE shall be allocated (i) to the Seller for the period up to and including the Closing DateCLOSING DATE, and (ii) to the Purchaser for the period subsequent to the Closing DateCLOSING DATE. Any allocation of income or deductions required to determine any Taxes TAXES attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and CLOSING DATE shall be made by means of a closing of the books and records of the Company as of the close of the Closing DateCLOSING DATE, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date CLOSING DATE and the period after the Closing Date CLOSING DATE in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return TAX RETURN which includes the Closing DateCLOSING DATE. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f9.4(i). Any amount owing from the Seller under this Section 8.5(b)(iv8.4(c)(iv) shall be paid no later than five (5) days prior to the filing of the underlying Tax ReturnTAX RETURN.

Preparation of Tax Returns; Payment of Taxes. (ia) The Seller shall cause will prepare and file the Company Federal and the Subsidiaries to be included in the Seller's consolidated federal foreign income Tax Returns of USP or Renown, as applicable, for all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods of USP or Renown ending (or the portion of any taxable period ending) on or prior to the Closing Date for which any of them are required to be so includedEffective Time. The Seller shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such the Tax Returns referred to in this Section 9.01(a). The Seller also shall cause each of USP and (B) timely prepare and file, or cause Renown to be prepared and file, file all other Tax Returns of USP and Renown required to be filed by the Company or (taking into account any Subsidiary for all taxable periods ending on or extensions) prior to or on the Closing Date Effective Time and shall timely cause USP and Renown to pay any and all Taxes due with respect to such Tax Returns. Prior All Tax Returns described in this Section 9.01 shall be prepared in a manner consistent with prior practice. The Seller shall, prior to the filing of any Tax Return described in Returns required to be filed after the preceding sentence that was not filed before the Closing DateEffective Time, the Seller shall provide permit the Purchaser with a substantially final draft of fifteen day period to review and comment upon all such Tax Return (or, with respect Returns. The Seller and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (iib) Except as provided in Section 8.5(b)(i), following Following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company USP or Renown for all taxable periods ending after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliver, at least twenty days prior to the due date for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f)Effective Time. The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be. (iv) With respect to all Taxes, the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period of the Company as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Return.

Preparation of Tax Returns; Payment of Taxes. (ia) The Seller shall cause the Company and the Subsidiaries Target Companies to be included in in, and shall file or cause to be filed, (i) the Seller's United States consolidated federal income Tax Returns for all periods for in which they the Target Companies are eligible required to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller included for all taxable periods ending of Target Companies for which Tax Returns are required to be filed on or prior to the Closing Date for (taking into account any extensions) and (ii) where applicable, all other consolidated, combined or unitary Tax Returns in which any of them the Target Companies are required to be so includedincluded for all taxable periods of Target Companies for which Tax Returns are required to be filed on or prior to the Closing Date (taking into account any extensions). The Seller shall pay, or cause to be paid, all Taxes shown due with respect to the returns referred to in clauses (Ai) timely prepare and or (ii) of this Section 11.2(a). Seller also shall cause Target Companies to file all such other Tax Returns of, or which include, Target Companies and timely pay are required to be filed on or prior to the Closing Date (taking into account any extensions) and shall pay, or cause to be paid, any and all Taxes shown due with respect to such Tax Returns. All Tax Returns and described in this Section 11.2 (Ba) timely prepare and fileshall be prepared in a manner consistent with past practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax laws (or the judicial or administrative interpretations thereof). Buyer shall be responsible for preparing, or cause causing to be prepared and fileprepared, all other Tax Returns required to be filed by the Company or any Subsidiary for all taxable periods ending on or prior to Target Companies after the Closing Date Date, and shall timely pay any and or cause to be paid, all Taxes due with respect to such Tax Returns. Prior . (b) Buyer and Seller agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to Target Companies as is reasonably necessary for the filing of any Tax Return described in Returns, for the preceding sentence that was not filed before preparation for any audit, and for the Closing Dateprosecution or defense of any claim, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, suit or proceeding relating to any adjustment or proposed adjustment with respect to Tax Returns described Taxes. Buyer or Target Companies shall retain in clause its possession, and shall provide Seller reasonable access to (A) aboveincluding the right to make copies of), the portion of such draft Tax Return supporting books and records and any other materials that relates Seller may specify with respect to the Company matters relating to Taxes for any taxable period ending on or any Subsidiary) at least twenty days prior to the due date for filing Closing Date until the relevant statute of limitations has expired. After such Tax Returntime, and the Purchaser shall have the right to review such Tax Return prior to the filing Buyer may dispose of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliver, at least twenty days prior to the due date for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be. (iv) With respect to all Taxes, the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period of the Company as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Datematerial, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing such disposition Buyer shall give Seller a Tax Return which includes the Closing Date. The Seller shall have the right reasonable opportunity to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination take possession of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Returnmaterials.

Preparation of Tax Returns; Payment of Taxes. (a) Seller shall include, or cause to be included, Finance Company in, and shall file, or cause to be filed (i) The Seller shall cause the Company and the Subsidiaries to be included in the Seller's United States consolidated federal income Tax Returns for all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Return of Seller or any affiliate of its Affiliates for the Seller for all taxable periods of Finance Company ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall Date, and (Aii) timely prepare and file all such other consolidated, combined or unitary Tax Returns of Seller or its Affiliates for the taxable periods of Finance Company ending (or the portion of any taxable period ending) on or prior to the Closing Date, and timely shall pay any and all Taxes due with respect to such Tax Returns and the returns referred to in clause (Bi) timely prepare and fileor (ii), including but not limited to any liability due with respect to the Section 338(h)(10) Election made pursuant to Section 6.1 hereof. Seller also shall or shall cause Finance Company to be prepared and file, file all other Tax Returns of or which include Finance Company required to be filed by the Company or (taking into account any Subsidiary for all taxable periods ending extensions) on or prior to the Closing Date and shall timely pay any and all Taxes due with respect to such Tax Returns. Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of All such Tax Return (or, with respect to Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and laws or by change of accounting method. (Bb) Following the Closing, Purchaser shall deliverbe responsible for preparing or causing to be prepared and filing or causing to be filed all foreign, state and local Tax Returns required to be filed by Finance Company on a separate return basis after the Closing Date and, subject to receiving the payments referred to in the last sentence of this Section 6.2(b), shall pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Purchaser or Finance Company to receive indemnification pursuant to any provision in this Agreement and provided further that Seller shall prepare and file all federal and state information returns for Finance Company for the year ending December 31, 1996. To the extent any Taxes shown as due on such separate returns are indemnifiable by Seller, Purchaser shall provide Seller with copies of each such return at least twenty 15 days prior to the due date for its filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Return and the Statement returns prior to the filing of such Tax Returnthereof. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before the due date for payment of Taxes with respect to any such Tax Returns which the Purchaser has the responsibility to fileReturns, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement return for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be7.1(d). (ivc) With For Federal income tax purposes, the taxable year of Finance Company shall end as of the close of the Closing Date and, with respect to all other Taxes, the Seller and the Purchaser will, unless prohibited by applicable law, elect with the relevant taxing authority to close the taxable period of the Finance Company as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Finance Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed as of a date following the Closing Date with respect to a taxable period which includes the Closing Date (but does not begin or end on that day)Date, then Taxes, if any, attributable to the taxable period of the Finance Company beginning on or before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning on or before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Finance Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Return.

Preparation of Tax Returns; Payment of Taxes. (a) Seller Representative shall, at Seller Representative’s expense, prepare, or cause to be prepared, all income Tax Returns with respect to the Company for the Tax period ending December 31, 2017 and the Tax period ending on the Closing Date (“Pre-Closing Income Tax Returns”). Such Pre-Closing Income Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Company, except as required by applicable Law. At least twenty (20) days prior to filing such Pre-Closing Income Tax Returns (taking into account any extension), the Seller Representative shall submit a copy of such Pre-Closing Income Tax Returns to the Purchaser for the Purchaser’s review, comment and approval. Seller Representative shall revise, or cause to be revised, such Pre-Closing Income Tax Returns to reflect the Purchaser’s comments to such Pre-Closing Income Tax Returns, if any, prior to filing each such Pre-Closing Income Tax Return with the applicable Governmental Entity; however, if Purchaser's revisions to such Pre-Closing Income Tax Returns increase the tax liability of Sellers by more than $25,000, Sellers may submit such revisions to the Accounting Firm for its determination of whether such revisions are required by applicable Law to be made to such Pre-Closing Income Tax Returns. The determination of the Accounting Firm shall be rendered within 30 days, and the Purchaser and Sellers' Representative agree to file such Pre-Closing Income Tax Returns consistently with such determination. The Company shall timely pay to the appropriate Governmental Entity the full amount of any Taxes due and payable by the Company with respect to such Pre-Closing Income Tax Returns. Each Seller shall pay to the Purchaser no later than five (5) business days before the due date of such Pre-Closing Income Tax Return (taking into account any extension) such Seller’s allocable share (in accordance with such Seller’s Percentage Interest) of the amount equal to the Taxes payable by the Company with respect to such Pre-Closing Income Tax Return. (b) the Purchaser shall, at its expense, prepare and timely file, or cause to be prepared and timely filed, (i) The Seller shall cause all Tax Returns with respect to the Company and the Subsidiaries to be included in the Seller's consolidated federal income for any Tax Returns for all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which any of them but that are required to be so included. The Seller shall filed after the Closing Date (Aother than Pre-Closing Income Tax Returns, which are governed by Section 7.03(a) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns above), and (Bii) timely prepare and file, or cause to be prepared and file, all other any Tax Returns Return required to be filed by the Company or any Subsidiary for all taxable periods a Straddle Period (a “Straddle Period Tax Return”). All such Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company, except as required by applicable Law. With respect to Taxes of the Company relating to a Straddle Period, the parties agree that the portion of such Tax that relates to the portion of such Straddle Period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or prior related to income, receipts, profits, wages, capital, net worth or expenses, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (A) the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and (B) the denominator of which is the total number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income, receipts, profits, wages, capital, net worth or expenses, be determined as though the taxable year of the Company terminated at the close of business on the Closing Date. Each Seller shall timely pay any and all Taxes due with respect to such Tax Returns. Prior to the Purchaser at least five (5) days before the filing of any such Tax Return described (taking into account any extension) such Seller’s allocable share (in accordance with such Seller’s Percentage Interest) of the preceding sentence that was not filed before portion of the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of Taxes shown as due on such Tax Return (or, with respect to Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Straddle Period Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliver, at least twenty days prior to the due date for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown as due on such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant that relate to the provisions portion of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be. (iv) With respect to all Taxes, the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period of the Company as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period such Straddle Period ending on the Closing Date and (as determined pursuant to this Section 7.03(b))). (c) Without the consent of the Seller Representative, which consent shall not be unreasonably withheld, conditioned or delayed, the Purchaser shall not amend or cause to be amended any Tax Return of the Company for any Taxable period after ending on or before the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Returnunless required by applicable Law.

Preparation of Tax Returns; Payment of Taxes. (ia) The Seller shall prepare or cause the Company and the Subsidiaries to be included in the Seller's consolidated federal income prepared and file or cause to be filed all Tax Returns for all periods for which they are eligible of any Purchased Entity required to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in filed (taking into account any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the extensions) by Seller or representing any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which Date. Seller shall timely pay the amount of any of them are Taxes required to be so included. The Seller shown thereon to the appropriate Taxing Authorities and shall (A) timely prepare provide Purchaser with adequate proof of such filing and file all payment and with written confirmation that such Tax Returns have been prepared in a manner that is consistent with the past income Tax practices and timely pay any and all Taxes due consistent with respect to such the past Tax Returns of any Purchased Entity and with the representations set forth in Section 3.21 (except as otherwise required by Law). Following the Closing, Purchaser shall be responsible for properly and (Bexcept as otherwise required by Law) timely prepare and file, consistently preparing or cause causing to be prepared and file, all other Tax Returns required to be filed by the Company or any Subsidiary Purchased Entity, provided that Seller shall be responsible for all taxable periods ending on or prior Pre-Closing Taxes required to the Closing Date and shall timely pay any and all Taxes due with respect to such Tax Returnsbe shown thereon. Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Amounts payable by Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, with respect to Tax Returns described in clause that are the responsibility of Purchaser shall be paid no later than three (A3) abovebusiness days following therefor from Purchaser or, the portion of such draft Tax Return that relates to the Company or any Subsidiaryif later, three (3) at least twenty days prior to the date such Taxes are required to be paid to the applicable Taxing Authority. All accrued Taxes set forth in the Closing Date Statement (as finally determined) and all estimated payments of Tax by each Purchased Entity as of the Closing Date shall constitute a payment by Seller in satisfaction of its responsibility to pay Pre-Closing Taxes. Amounts not paid by Seller when due shall bear interest from the due date for filing such Tax Return, and at the Purchaser shall have rate specified in Section 6621(a)(2) of the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 Code. (b) For federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returnspurposes, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice Seller’s transfer of the Seller, the Company and any Subsidiary with respect NewCo USA Shares to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state viewed as a taxable stock sale and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliver, at least twenty days prior to the due date for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be. (iv) With respect to all Taxes, the Seller and the Purchaser will, unless prohibited by applicable lawLaw, close the taxable period of the Company any Purchased Entity as of the close of the Closing Date. Neither the Purchaser nor Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where . (c) Seller and Purchaser shall each report (or, if applicable, cause to be reported) the asset transfers covered in the Pre-Closing Transactions to NewCo USA as a taxable sale to NewCo USA for U.S. federal income tax purposes, and to report the Flow Business Conveyance pursuant to Section 1060 of the Code and other applicable law does not permit Laws (and consistent with the Company to close its taxable year on amounts set forth in the Closing Date Statement). The conveyance of the Flow Switzerland IP Assets in the Pre-Closing Transactions will be reported as a taxable sale for consideration of Eleven Million United States Dollars (US $11,000,000), which is the fair market value of such assets at the time of such Pre-Closing Transaction. (d) Purchaser shall cause Flow Sweden to refrain from making an election under Section 338(g) of the Code with respect to Purchaser’s purchase of the Flow Sweden Shares without Seller’s consent, which will not be unreasonably withheld. (e) If any Tax loss or in any case in which a Tax is assessed credit with respect to a taxable Purchased Entity arising in a period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date may be carried back and included in any Tax Return filed or caused to be filed by Seller with respect to the Pre-Closing Period, Purchaser may (at its sole expense) elect to carry back such Tax items, in which case Purchaser shall be allocated entitled to any such refund (together with interest received) resulting from and attributable to such carry back of Tax loss or credit; provided that (i) Seller shall not be required to file any carry back claims unless Purchaser so requests in writing and agrees to pay the reasonable expenses of the claim for refund (it being understood that Purchaser may file or cause such claim to be filed, notwithstanding anything to the Seller for the period up to and including the Closing Datecontrary in Section 5.09(a)), and (ii) Seller’s representations in Section 3.21 shall in no way be deemed to the Purchaser pertain to such claim for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Returnrefund.

Preparation of Tax Returns; Payment of Taxes. (i) The Seller Parties shall cause the Company prepare and the Subsidiaries to be included in the Seller's consolidated federal income Tax Returns for file all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Income Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall (A) timely prepare and file all such filed in respect of the Business for Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other Tax Returns required to be filed by the Company or any Subsidiary for all taxable periods ending on or prior to the Closing Date and shall timely pay any and all Taxes due with respect to such Tax Returnsreturns. Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, with respect to All Income Tax Returns described in clause (Athis Section 9.10(c)(i) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise a past practice has been finally determined to be incorrect by the applicable Taxing Authority or a contrary treatment is required by applicable Tax law and laws (Bor judicial or administrative interpretations thereof). (ii) Following the Closing, the Purchaser shall deliverbe responsible for preparing and filing, at least twenty days prior or causing to the due date for filing of such be prepared and filed, all Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or Returns that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause required to be filed all such in respect of the Business after the Closing Date other than the Income Tax Returns and shall pay the Taxes shown due thereonset forth in Section 9.10(c)(i). (iii) Not later than the five days before due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be. (iv) With respect to all Taxes, the Seller Members’ Representative and the Purchaser will, unless prohibited by applicable lawApplicable Law, close the taxable period of the Company as of the close of the Closing Date. Neither the Seller Parties nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law Applicable Law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser Purchaser. For purposes of the preceding sentence, Taxes for the period up to and including the Closing Date and for the period subsequent to the Closing Date shall for all Taxes based on income or gross receipts (which Taxes shall include, for the avoidance of doubt, sales and use Taxes and withholding Taxes) be made by means determined on the basis of a an interim closing of the books and records of the Company as of the close of business at the Closing DateDate as if such taxable period consisted of one taxable period ending on and including the Closing Date followed by a taxable period beginning the following day (or under such other reasonable method as the parties may agree), provided that and for all other Taxes on a pro rata daily basis of the reporting period on which the tax is calculated. For purposes of this subparagraph (iv), exemptions, allowances allowances, or deductions that are calculated on an annual basis (includingbasis, but not limited tosuch as the deduction for depreciation, depreciation and amortization deductions) shall be allocated between the period ending apportioned on a daily basis, and any Tax payments made on or before the Closing Date and by the period after the Closing Date in proportion Company with respect to the number of days in each such periodStraddle Period shall be credited against Seller’s Taxes. The Purchaser shall provide the Seller Parties with a schedule showing the computation of the allocation at least 30 ten (10) days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller Parties shall have the right to review such schedule, and the Purchaser and the Seller Parties shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f9.10(i). Any amount owing from the Seller under this Section 8.5(b)(iv9.10(c)(iv) shall be paid no later than five (5) days prior to the filing of the underlying Tax ReturnReturn unless disputed, and if so, promptly after final resolution of such dispute.

Preparation of Tax Returns; Payment of Taxes. (i) The Seller Representative shall cause prepare all Tax Returns required to be filed by the Company and the Subsidiaries Young Ones, with respect to be included in the Seller's consolidated federal income Tax Returns for all taxable periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods Company or Young Ones ending on or prior to the Closing Date for which (taking into account any of them are required to be so included. The extensions) and the Seller Representative shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other Tax Returns required the extent such Taxes exceed Taxes attributable to be filed by the Company or any Subsidiary for all taxable periods ending on or prior to before the Closing Date and shall timely pay any and all Taxes due with respect to such Tax Returnstaken into account in determining Liability Adjustment Amount or Working Capital Amount. Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, with respect to All Tax Returns described in clause (Athis Section 10.4(a)(i) above, the portion shall be prepared in a manner consistent with prior practice. Seller Representative shall provide Buyer with a copy of such draft Tax Return that relates to the Company or any Subsidiary) Returns at least twenty 20 days prior to the due date for filing such Tax Return, and the Purchaser Returns. Buyer shall have the right to review and approve any such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute pursuant to Section 8.5(f). (ii) Except as provided in Section 8.5(b)(i), following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To , and Buyer and the extent Seller Representative shall attempt in good faith mutually to resolve any Taxes shown due on any disagreements regarding such Tax Return are indemnifiable by within fifteen (15) days of the Seller, (A) Buyer's receipt thereof. Any disagreement regarding such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required resolved pursuant to Section 10.4(c). Any amount owing under this Section 10.4(a)(i) shall be paid by applicable Tax law and the Seller Representative to Buyer no later than five (B5) the Purchaser shall deliver, at least twenty days prior to before the due date for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(aif any) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statement, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before due date for payment of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may beReturn. (ivii) With For federal income tax purposes, the taxable year of the Company and Young Ones shall end as of the close of the Closing Date and, with respect to all other Taxes, the Seller Representative and the Purchaser Buyer will, unless prohibited by applicable law, close the taxable period of the Company and Young Ones as of the close of the Closing Date. Neither the Seller Except as otherwise required by applicable law, neither Sellers nor the Purchaser Buyer shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company or Young Ones to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (the "Straddle Period"), then Taxes, if any, attributable to the taxable period of the Company or Young Ones beginning before and ending after the Closing Date shall be allocated (iA) to the Seller Sellers for the period up to and including the Closing Date, and (iiB) to the Purchaser Buyer for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser Buyer and shall be made by means of a closing of the books and records of the Company and Young Ones as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax Return.annual

Preparation of Tax Returns; Payment of Taxes. (i) The Seller shall timely prepare and file (or cause the Company and the Subsidiaries to be included in the Seller's consolidated federal income timely prepared and filed) (i) all Tax Returns for all periods for which they that are eligible required to be so includedfiled by or with respect to the Acquired Entity on an affiliated, including without limitation the period from January 1consolidated, 1999, to combined or unitary basis with Seller or with at least one Affiliate of Seller for Tax years or periods beginning on or before the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall (Aii) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other Tax Returns required to be filed by with respect to the Company Acquired Entity that are due (taking into account requests for extensions to file such returns) on or before the Closing Date. In each case, Seller shall timely remit (or cause to be timely remitted) any Subsidiary Taxes shown due on such Tax Returns. As it relates to the Acquired Entity, Seller shall prepare such Tax Returns in accordance with past practices of the Acquired Entity. (ii) Except as otherwise described in this Section 10.7(a), Buyer shall timely prepare and file (or cause to be timely prepared and filed) all Tax Returns of the Acquired Entity for all taxable periods ending on or prior that are required to the Closing Date and shall timely pay any and all Taxes due with respect to such Tax Returns. Prior to the filing of any Tax Return described in the preceding sentence that was not be filed before after the Closing Date. If such Tax Returns report matters for which indemnification may be claimed from Seller pursuant to Section 8.2, then: (A) Buyer shall prepare (or cause to be prepared) such Tax Returns in accordance with the Seller shall provide past practices of the Purchaser with a substantially final draft Acquired Entity, (B) completed drafts of such Tax Return Returns shall be submitted to Seller not later than thirty (or, with respect to Tax Returns described in clause (A30) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax ReturnReturns (or, and if such due date is within forty-five (45) days following the Purchaser Closing Date, as promptly as practicable following the Closing Date), (C) Seller shall have the right to review and comment on each such Tax Return prior to the filing of thereof, and (D) to the extent relating to matters for which indemnification may be claimed from Seller pursuant to Section 8.2, Buyer shall make any changes to such Tax Return; providedReturns reasonably requested by Seller. Without limiting the obligations of Seller under Section 8.2, that the foregoing does not apply Buyer shall remit (or cause to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of be remitted) any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary Taxes due with respect to such Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required filed by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the parties shall resolve such dispute it pursuant to this Section 8.5(f10.7(a). (iiiii) Except The parties hereto shall treat the Closing Date as provided in the last day of the taxable period of the Acquired Entity for all Tax purposes and Buyer shall cause the Acquired Entity to join Buyer’s “consolidated group” effective on the day after the Closing Date pursuant to Treasury Regulation Section 8.5(b)(i1.1502-76(b). The Parties agree that neither Party will make a ratable allocation election under Treasury Regulation Section 1.1502-76(b)(2)(ii) or any other similar provision of Law. In accordance with Treasury Regulation Section 1.1502-76 and any analogous provision of Law, following any Tax related to an extraordinary transaction not contemplated by this Agreement that occurs on the Closing, Closing Date or after the Purchaser Closing shall be responsible for preparing or causing allocated to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company taxable period beginning after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by the Seller, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax law and (B) the Purchaser shall deliver, at least twenty days prior to the due date for filing of such Tax Return (including extensions), to the Seller a statement setting forth the amount of Tax for which the Seller is responsible pursuant to Section 8.5(a) hereof or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof, as the case may be (the "Statement"), and copies of such Tax Return. The Seller shall have the right to review such Tax Return and the Statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and the Statement and to mutually consent to the filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return and the Statementaddition, the parties shall resolve such dispute pursuant to Section 8.5(f). The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon. (iii) Not later than the five days before due date for payment principles of Taxes with respect to any Tax Returns which the Purchaser has the responsibility to file, the Seller shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such Tax Return or the Statement for which the Seller has an obligation to indemnify the Purchaser and its Affiliates pursuant to the provisions of Section 8.5(a) or that is allocable to the Seller pursuant to Section 8.5(b)(iv) hereof as the case may be. (iv) With respect to all Taxes, the Seller and the Purchaser will, unless prohibited by applicable law, close the taxable period of the Company as of the close of the Closing Date. Neither the Seller nor the Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any shall apply in the absence of an analogous provision of Law and in the case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Purchaser shall provide the Seller with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Seller shall have the right to review such schedule, and the Purchaser and the Seller shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall be resolved pursuant to Section 8.5(f). Any amount owing from the Seller under this Section 8.5(b)(iv) shall be paid no later than the filing of the underlying Tax ReturnStraddle Periods.