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 each of the Companies to file all the federal, state, local and foreign Tax Returns to be filed by each of the respective Companies prior to the Closing Date and to pay (or cause to be paid) any and all Taxes due with respect to such returns. All Tax Returns described in this Section 9.4(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 applicable taxing authority or a contrary treatment is required by applicable tax laws (or judicial or administrative interpretations thereof). The Seller shall cause each of the Companies to provide the Purchaser with copies of such completed Tax Returns at least 10 days prior to the filing date. (ii) 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 or on behalf of each of the Companies after the Closing Date. To the extent any Taxes shown due on any such Tax Return relate to taxable periods (or portions thereof) of a Company ending on or prior to the day prior to the Closing Date, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; (B) the Purchaser shall provide the Seller with copies of any Tax Return with respect to Taxes measured on or by income or gross receipts at least 20 days prior to the due date for filing such return (and prior to the due date of such Tax Return in the case of all other Tax Returns); and (C) the Seller shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns following receipt thereof. The failure of the Seller to propose any changes to any such Tax Return within 10 days following receipt of such Tax Return (or prior to the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication of the Seller's (and the other Stockholders) approval thereof. The Seller and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution of any disagreements, the Purchaser shall file (or cause to be filed) any such Tax Return and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any such Tax Return in the manner deemed appropriate by the Purchaser and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that the foregoing shall not in any manner terminate, limit or alter the rights and obligations of the parties hereto under this Article IX, and any disagreements regarding such Tax Return which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 9.4(g) which resolution shall be binding on the parties. (iii) Not later than five (5) days before the due date for payment of Taxes with respect to any Tax Return of a Company which the Purchaser has the responsibility to file, the Seller shall pay (or cause to be paid) to the Purchaser an amount equal to that portion of the Taxes of the Company shown on such Tax Return for which the Seller (and the other Stockholders) have an obligation to indemnify the Purchaser Indemnified parties pursuant to the provisions of Section 9.4(a) hereof. In the event a dispute between the Seller and the Purchaser with respect to a Tax Return is not resolved prior to the due date, the Seller shall pay (or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f). (iv) The Seller (along with all the other Stockholders) and Purchaser will, unless prohibited by applicable law, close the taxable period of the Companies as of the end of the day on the day prior to the Closing Date. In any case where applicable law does not permit a Company to close its taxable year on the day prior to the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes such date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such Company beginning before and ending after the day prior to the Closing Date shall be allocated (i) to the Seller (along with the other Stockholders) for the period up to and including the day prior to the Closing Date, and (ii) to Purchaser for the period subsequent to the day prior 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 day prior to the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of such Company as of the close of the day prior to 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 day prior to the Closing Date and the period after such date in proportion to the number of days in each such period. The parties agree that for federal income tax purposes, the taxable year of the Companies will close as of the end of the day on the day prior to the day prior to the Closing Date.

Preparation of Tax Returns; Payment of Taxes. (i) The Seller Times Mirror. (1) Times Mirror (A) shall include, or cause each of the Companies to file all the federal, state, local and foreign Tax Returns to be filed by each included, HOL in, and shall file, (I) the United States consolidated federal income Tax Return of the respective Companies Times Mirror for its taxable year ended December 31, 1998 and for all subsequent taxable periods of HOL ending on or prior to the Closing Date and (II) all other consolidated, combined or unitary Tax Returns of Times Mirror or its subsidiaries in which HOL has been, or is required to pay be, includable for the taxable periods of HOL ending on or prior to the Closing Date and (B) also shall file, or shall cause HOL to file, all other Tax Returns of, or which include, HOL required to be paidfiled (taking into account any extensions) any and all Taxes due with respect on or prior to such returnsthe Closing Date. All Such Tax Returns described in this Section 9.4(b) (i) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined with respect to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax laws HOL. Times Mirror shall prepare and deliver any such Tax Returns (or judicial or administrative interpretations the relevant portions thereof). The Seller shall cause each of the Companies , to provide the Purchaser with copies of such completed Tax Returns Parent at least 10 business days prior to the filing date. (ii) 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 or on behalf of each of the Companies after the Closing Date. To the extent any Taxes shown due on any such Tax Return relate to taxable periods (or portions thereof) of a Company ending on or prior to the day prior to the Closing Date, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; (B) the Purchaser shall provide the Seller with copies of any Tax Return with respect to Taxes measured on or by income or gross receipts at least 20 days prior to the their due date for filing such return (and prior to the due date of such Tax Return in the case of all other Tax Returns); and (C) the Seller Parent shall have the right to review and and, other than with respect to federal income tax returns, approve (which approval shall not be unreasonably withheld) such Tax Returns following receipt thereof. The failure of the Seller to propose any changes to any such Tax Return within 10 days following receipt of such Tax Return (or prior to the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication of the Seller's (and the other Stockholders) approval relevant portions thereof. The Seller and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution of any disagreements, the Purchaser shall file (or cause to be filed) any such Tax Return and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any such Tax Return in the manner deemed appropriate by the Purchaser and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that the foregoing shall not in any manner terminate, limit or alter the rights and obligations of the parties hereto under this Article IX, and any disagreements regarding such Tax Return which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 9.4(g) which resolution shall be binding on the parties. (iii) Not later than five (5) days before the due date for payment of Taxes with respect to any Tax Return of a Company which the Purchaser has the responsibility to file, the Seller shall pay (or cause to be paid) to the Purchaser an amount equal to that portion of the Taxes of the Company shown on such Tax Return for which the Seller (and the other Stockholders) have an obligation to indemnify the Purchaser Indemnified parties pursuant to the provisions of Section 9.4(a) hereof. In the event a dispute between the Seller and the Purchaser with respect to a Tax Return is not resolved prior to the due date, the Seller shall pay (or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f). (iv2) The Seller (along Following the Closing, Times Mirror shall be responsible for preparing or causing to be prepared all foreign, state and local Tax Returns required to be filed by HOL on a separate return basis after the Closing Date with all the other Stockholders) and Purchaser will, unless prohibited by applicable law, close the respect to taxable period of the Companies as of the periods that end of the day on the day or prior to the Closing Date. In Such Tax Returns shall be prepared in a manner consistent with prior practice. Times Mirror shall prepare and deliver such Tax Returns, along with the amount of any case where applicable law does not permit a Company Taxes shown due thereon, to close its taxable year on the day Parent for filing at least 10 business days prior to their due date and Parent shall have the right to review and approve such Tax Returns (which approval shall not be unreasonably withheld). (3) Notwithstanding the foregoing, following the Closing Date, neither Times Mirror nor any subsidiary shall amend any Tax Return without the prior written consent of Parent (which consent shall not be unreasonably withheld) if any adjustment provided in such Tax Return would adversely affect the Taxes payable by HOL for taxable periods ending after the Closing Date. Similarly, neither Parent nor HOL shall amend any Tax Return with respect to Tax years ending on or before the Closing Date or straddle years without the prior written consent of Times Mirror (which consent shall not be unreasonably withheld) if any adjustment provided in any case in which a such Tax is assessed with respect to a Return would adversely affect the Taxes or indemnification payments payable by Times Mirror for taxable period which includes such date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such Company beginning before and ending after the day prior to the Closing Date shall be allocated (i) to the Seller (along with the other Stockholders) for the period up to and including the day prior to the Closing Date, and (ii) to Purchaser for the period subsequent to the day prior 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 day prior to the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of such Company as of the close of the day prior to 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 periods ending on the day prior to the Closing Date and the period after such date in proportion to the number of days in each such period. The parties agree that for federal income tax purposes, the taxable year of the Companies will close as of the end of the day on the day prior to the day prior to or before the Closing Date.

Preparation of Tax Returns; Payment of Taxes. (a) (i) The Where required by Applicable Law, Seller shall, pursuant to the Enron Purchase Agreement, request, and use commercially reasonable efforts to have each request honored, that the Transfer Group Companies be included in, and shall, pursuant to the Enron Purchase Agreement, request, and use commercially reasonable efforts to have such request honored, that the Enron Sellers file or cause to be filed, (A) the United States consolidated federal income Tax Returns of Enron for all taxable periods of the Transfer Group Companies ending on or prior to the Closing Date; and (B) where applicable, all other consolidated, combined or unitary Tax Returns of, or which include, one or more of the Transfer Group Companies for all taxable periods ending on or prior to the Closing Date. Seller shall, pursuant to the Enron Purchase Agreement, request, and use commercially reasonable efforts to have such request honored, that the Enron Sellers remit (or cause to be remitted) all Taxes shown due with respect to the Tax Returns referred to in clauses (A) and (B) of this Section 9.2(a)(i). Within 100 days after the Closing Date (or sooner if necessary to enable Seller to cause the timely filing of a Tax Return), Purchaser shall cause each of the Transfer Group Companies to file prepare and provide to Seller a package of Tax information materials, including schedules and work papers (the "TAX PACKAGE") required by Seller to enable Seller to cause to be prepared and filed all the federal, state, local and foreign Tax Returns (which have not been filed on or before the Closing Date) required to be prepared and filed pursuant to this Section 9.2(a)(i). (ii) Pursuant to the Enron Purchase Agreement, Seller shall request, and use commercially reasonable efforts to have such request honored, that the Enron Sellers prepare and file, or cause to be prepared and filed, all Tax Returns of or which include any of the Transfer Group Companies, other than Tax Returns described in Section 9.2(a)(i), that are required to be filed by each (after giving effect to any valid extension of the respective Companies time in which to make such filing) on or prior to the Closing Date Date. Pursuant to the Enron Purchase Agreement, Seller shall request, and use commercially reasonable efforts to have such request honored, that the Enron Sellers cause the Transfer Group Companies to pay (or cause to be paid) any and all Taxes shown due with respect to such returns. All on Tax Returns described in this Section 9.4(b9.2(a)(ii). If Seller's requests as described above in this Section 9.2(a)(ii) are not honored, then Seller shall cause the Enron Sellers to take such action as Purchaser may reasonably request, to the extent that Seller has the right to cause the Enron Sellers to take such action under the Enron Purchase Agreement. (iii) Purchaser shall prepare and file, or cause to be prepared and filed, on behalf of the Transfer Group Companies all other Tax Returns of, or which include, the Transfer Group Companies (other than those Tax Returns described in Section 9.2(a)(i) and Section 9.2(a)(ii) above). Purchaser, or the Transfer Group Companies, shall remit (or cause to be remitted) all Taxes shown due on Tax Returns referred to in this Section 9.2(a)(iii). (i) All Tax Returns described in clauses (i), (ii) and (iii) of Section 9.2(a) (including the Tax Package) for taxable periods ending on or before or which include the Closing Date shall be prepared in a manner consistent with prior past practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority Taxing Authority or a contrary treatment is required by applicable tax laws Tax Laws (or the judicial or administrative interpretations thereof). The . (ii) Purchaser will provide Seller shall cause each of the Companies to provide the Purchaser with copies of such completed all Tax Returns described in clause (iii) of Section 9.2(a) at least 10 days thirty (30) Business Days prior to the filing date. ; PROVIDED, HOWEVER, that Purchaser shall have no obligation to furnish any Tax Returns referred to in Section 9.2(a)(iii) for which neither Seller nor any of the Enron Sellers have liability for Taxes pursuant to clause (i) or (ii) Following the Closing, the Purchaser of Section 9.10(a). Seller shall be responsible for preparing or causing provided an opportunity to be prepared review such returns and all federalsupporting workpapers, foreignschedules and information, state and local Tax Returns required to be filed by or on behalf of each of the Companies after the Closing Date. To the extent any Taxes shown due on any such Tax Return relate to taxable periods propose changes, not later than five (or portions thereof5) of a Company ending on or Business Days prior to the day prior to the Closing Date, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; (B) the Purchaser shall provide the Seller with copies of any Tax Return with respect to Taxes measured on or by income or gross receipts at least 20 days prior to the due date for filing such return (and prior to the due date of such Tax Return in the case of all other Tax Returns); and (C) the Seller shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns following receipt thereof. The failure of the Seller to propose any changes to any such Tax Return within 10 days following receipt of such Tax Return (or Returns prior to the due date if the due date is less than 10 days from receipt expiration of such Tax Returnfive (5) Business Day period shall be deemed to be an indication of the Seller's (and the other Stockholders) their approval thereof. The (iii) Seller and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns described in Section 9.2(b)(ii) prior to the due date for filing thereof. Upon resolution of any disagreements, the Purchaser shall file (or cause to be filed) any such Tax Return and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any such Tax Return in the manner deemed appropriate by the Purchaser and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that the foregoing shall not in any manner terminate, limit or alter the rights and obligations of the parties hereto under this Article IX, and any Any disagreements regarding such Tax Return Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 9.4(g) which resolution shall be binding on the parties9.5. (iii) Not later than five (5) days before the due date for payment of Taxes with respect to any Tax Return of a Company which the Purchaser has the responsibility to file, the Seller shall pay (or cause to be paid) to the Purchaser an amount equal to that portion of the Taxes of the Company shown on such Tax Return for which the Seller (and the other Stockholders) have an obligation to indemnify the Purchaser Indemnified parties pursuant to the provisions of Section 9.4(a) hereof. In the event a dispute between the Seller and the Purchaser with respect to a Tax Return is not resolved prior to the due date, the Seller shall pay (or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f). (iv) The Seller (along with all the other Stockholders) and Purchaser will, unless prohibited by applicable law, close the taxable period of the Companies as of the end of the day on the day prior to the Closing Date. In any case where applicable law does not permit a Company to close its taxable year on the day prior to the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes such date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such Company beginning before and ending after the day prior to the Closing Date shall be allocated (i) to the Seller (along with the other Stockholders) for the period up to and including the day prior to the Closing Date, and (ii) to Purchaser for the period subsequent to the day prior 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 day prior to the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of such Company as of the close of the day prior to 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 day prior to the Closing Date and the period after such date in proportion to the number of days in each such period. The parties agree that for federal income tax purposes, the taxable year of the Companies will close as of the end of the day on the day prior to the day prior to the Closing Date.

Preparation of Tax Returns; Payment of Taxes. (i) The Seller Parties shall cause each of the Companies Company to file all the federal, state, local and foreign Income Tax Returns required to be filed by each of the respective Companies Company for Tax periods ending on or prior to the Closing Date and to shall pay (or cause to be paid) any and all Taxes due with respect to such returns. All Income Tax Returns described in this Section 9.4(b) (i9.10(c)(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 Taxing Authority or a contrary treatment is required by applicable tax Tax laws (or judicial or administrative interpretations thereof). The Seller shall cause each of the Companies to provide the Purchaser with copies of such completed Tax Returns at least 10 days prior to the filing date. (ii) 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 or on behalf of each of the Companies Company after the Closing DateDate other than the Income Tax Returns set forth in Section 9.10(c)(i). To the extent any Taxes shown due on any such Tax Return relate to taxable periods (or portions thereof) of a Company ending on or prior to are indemnifiable by the day prior to the Closing DateSeller Parties, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax Tax laws; (B) the Purchaser shall provide the Seller Shareholders’ Representative with copies of any such Tax Return with respect to Taxes measured on or by income or gross receipts at least 20 thirty (30) days prior to the due date for filing such return (and prior to the due date of such Tax Return in the case of all other Tax Returns)return; and (C) the Seller Parties shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns for fifteen (15) days following receipt thereof. The failure of the Seller Parties to propose any changes to any such Tax Return within 10 such fifteen (15) days following receipt of such Tax Return (or prior to the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication of the Seller's (and the other Stockholders) their approval thereof. The Seller Parties and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution of any disagreements, the Purchaser shall file (or cause to be filed) any such Tax Return and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any such Tax Return in the manner deemed appropriate by the Purchaser and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that the foregoing shall not in any manner terminate, limit or alter the rights and obligations of the parties hereto under this Article IX, and any Any disagreements regarding such Tax Return Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 9.4(g9.10(i) which resolution shall be binding on the parties. 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 the Purchaser Indemnified Parties or the Company to receive indemnification pursuant to any provision in this Agreement. (iii) Not later than five (5) days before the due date for payment of Taxes with respect to any Tax Return of a Company Returns which the Purchaser has the responsibility to file, the Seller shall pay (or cause to be paid) to the Purchaser an amount equal to that portion of the Taxes of the Company shown on such Tax Return return attributable to taxable periods ending on or before the Closing Date and for which that portion of the Seller (taxable period beginning before the Closing Date and ending after the other StockholdersClosing Date as set forth in Section 9.10(c)(iv) have in excess of the taxes shown as an obligation to indemnify the Purchaser Indemnified parties pursuant to the provisions of Section 9.4(a) hereof. In the event a dispute between the Seller and the Purchaser with respect to a Tax Return is not resolved prior to the due date, the Seller shall pay (accrual or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f)reserve on its balance sheet. (iv) The Seller (along with With respect to all Taxes, the other Stockholders) Shareholders’ Representative and the Purchaser will, unless prohibited by applicable lawApplicable Law, close the taxable period of the Companies Company as of the end close of the day on the day prior to 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 a the Company to close its taxable year on the day prior to the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes such date the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such the Company beginning before and ending after the day prior to the Closing Date shall be allocated (i) to the Seller (along with the other Stockholders) for the period up to and including the day prior to the Closing Date, and (ii) to the Purchaser for the period subsequent to the day prior 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 day prior to 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 such Company as of the close of the day prior to 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 basis, such as the deduction for depreciation, shall be apportioned on a daily basis, and any Tax payments made on or before the Closing Date by the Company with respect to the Straddle 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 thirty (including30) 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, but not limited to, depreciation and amortization deductionsthe Purchaser and 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 9.10(i). Any amount owing from the Seller under this Section 9.10(c)(iv) shall be allocated between the period ending on the day paid no later than five (5) days prior to the Closing Date and the period after such date in proportion to the number of days in each such period. The parties agree that for federal income tax purposes, the taxable year filing of the Companies will close as underlying Tax Return unless disputed, and if so, promptly after final resolution of the end of the day on the day prior to the day prior to the Closing Datesuch dispute.

Preparation of Tax Returns; Payment of Taxes. (ia) The Seller shall cause each of the Companies to file all the federal, state, local and foreign Tax Returns to be filed by each of the respective Companies prior to the Closing Date and to pay (prepare or cause to be paid) any prepared and file or cause to be filed all Taxes due with respect to such returns. All federal, state and local Tax Returns described in this Section 9.4(b) of the Company required to be filed (itaking into account any extensions) for periods ending on or before the date hereof. The Seller shall be pay the amount of any Taxes shown due thereon to the appropriate Tax authorities and shall provide the Buyer with adequate proof of such filing and payment and with written confirmation that such Tax Returns have been prepared in a manner that is consistent with prior practice unless a the past practice has been finally determined to be incorrect by income Tax practices and consistent with the applicable taxing authority or a contrary treatment is required by applicable tax laws (or judicial or administrative interpretations thereof). The Seller shall cause each past Tax Returns of the Companies to provide the Purchaser with copies of such completed Tax Returns at least 10 days prior to the filing date. (ii) Company. Following the Closingdate hereof, the Purchaser Buyer shall be responsible for properly and consistently preparing or causing to be prepared all other federal, foreign, state and local income Tax Returns required to be filed by or on behalf of each of the Companies after Company for periods which include the Closing Date. To the extent any Taxes shown due on date hereof and any such income Tax Return relate to taxable periods (or portions thereof) of a Company ending on or prior to Returns will not be filed without the day prior to the Closing DateSeller's approval, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; (B) the Purchaser shall provide the Seller with copies of any Tax Return with respect to Taxes measured on or by income or gross receipts at least 20 days prior to the due date for filing such return (and prior to the due date of such Tax Return in the case of all other Tax Returns); and (C) the Seller shall have the right to review and approve (which approval shall will not be unreasonably withheld) such Tax Returns following receipt thereof. The failure of the Seller to propose any changes to any such Tax Return within 10 days following receipt of such Tax Return (or prior to the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication of the Seller's (and the other Stockholders) approval thereof. The Seller and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution of any disagreements, the Purchaser shall file (or cause to be filed) any such Tax Return and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any such Tax Return in the manner deemed appropriate by the Purchaser and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that the foregoing shall not in any manner terminate, limit or alter the rights and obligations of the parties hereto under this Article IX, and any disagreements regarding such Tax Return which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 9.4(g) which resolution shall be binding on the parties. (iii) Not later than five (5) days before the due date for payment of Taxes with respect to any Tax Return of a Company which the Purchaser has the responsibility to file, the Seller shall pay (prepare and file or cause to be paid) to filed federal and state income or franchise tax returns that would include the Purchaser an amount equal to that portion Company in any consolidated, combined or unitary Tax Return of the Taxes Seller. (b) For federal income Tax purposes, the taxable year of the Company shown on such Tax Return for which ends as of the Seller (and close of the other Stockholders) have an obligation to indemnify the Purchaser Indemnified parties pursuant to the provisions of Section 9.4(a) hereof. In the event a dispute between the Seller and the Purchaser Closing Date and, with respect to a Tax Return is not resolved prior to the due dateall other Taxes, the Buyer and the Seller shall pay (or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f). (iv) The Seller (along with all the other Stockholders) and Purchaser will, unless prohibited by applicable law, close the taxable period of the Companies Company as of the end of date hereof. Neither the day Buyer nor the Seller shall take any position inconsistent with the preceding sentence on the day prior to the Closing Date. any Tax Return. (c) In any case where applicable law does not permit a Company to close its taxable year on the day prior to the Closing Date or in any case in which a Tax with respect to the Company is assessed with respect to a taxable period which includes such begins before the date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such Company beginning before hereof and ending ends after the day prior to date hereof, the Closing Date resulting Tax obligation shall be allocated (i) to the Seller (along with the other Stockholders) for the period up to and including the day prior to the Closing Datedate hereof, and (ii) to Purchaser the Buyer for the period subsequent to the day prior to the Closing Datedate hereof. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the day prior to the Closing Date shall be prepared by the Purchaser and date hereof shall be made by means of a closing of the books and records of such the Company as of the close of the day prior to the Closing Datedate hereof, provided that exemptions, allowances or allowances, deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) or any Taxes (such as property or similar Taxes) that are calculated on an annual basis shall be allocated between the period ending on the day prior to the Closing Date date hereof and the period after such the date hereof in proportion to the number of days in each such period. The parties agree that for federal income tax purposes, Any disagreements regarding the taxable year of allocations shall be promptly resolved in an arbitration conducted by the Companies will close as of the end of the day Selected Accounting Firm whose decision shall be binding on the day prior to the day prior to the Closing Dateparties.

Preparation of Tax Returns; Payment of Taxes. (i) The Each Seller shall cause each timely file all of its income and other Tax Returns which include, or otherwise relate to, the sale of the Companies Acquired Assets and the Designated Entities. Bridge shall include each United States Designated Entity in, and shall file or cause to file all be filed, (A) the federal, state, local and foreign United States consolidated federal income Tax Returns to be filed by each of Bridge or its affiliates for all taxable periods of the respective Companies Designated Entities ending on or prior to the 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 Closing Date. Such Tax Returns referred to in clause (A) and (B) above are referred to as the “Seller Consolidated Returns”). Sellers also shall file or shall cause to be filed all other Tax Returns of or which include any Designated Entity required to be filed on or prior to the Closing Date. Sellers shall timely pay (or cause to be paid) paid any and all Taxes due with respect to such returnsall Tax Returns required to be filed by Sellers under this Section 7.22(a)(i). All Tax Returns described in this Section 9.4(b) (i7.22(a) 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 the judicial or administrative interpretations thereof). The Seller Bridge shall cause each of the Companies to provide the Purchaser with copies of such completed Tax Returns (or, in the case of Seller Consolidated Returns, the portion of such Tax Returns relating to the Designated Entities) at least 10 business days prior to the filing date. (ii) Following the Closing, the and Purchaser shall be responsible for preparing or causing provided an opportunity to be prepared all federalreview such returns and supporting workpapers and schedules prior to the filing of such Tax Returns. Bridge shall, foreign, state and local Tax Returns required subsequent to be filed by or on behalf of each of the Companies after the Closing Date. To , provide written notice to Purchaser of the extent filing of any Taxes shown due on amended Seller Consolidated Returns or claim for refund with respect to such Returns with respect to any such Tax Return relate to taxable periods (or portions thereof) of a Company period ending on or prior to the day prior to Closing Date and, if such filing would have a material adverse effect on Purchaser, any Designated Entity, or their affiliates for any taxable period including or ending after the Closing Date, (A) Bridge will not make such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; (B) filing without the Purchaser shall provide the Seller with copies consent of any Tax Return with respect to Taxes measured on or by income or gross receipts at least 20 days prior to the due date for filing such return (and prior to the due date of such Tax Return in the case of all other Tax Returns); and (C) the Seller shall have the right to review and approve (Purchaser, which approval shall consent will not be unreasonably withheld) such Tax Returns following receipt thereof. The failure of the Seller to propose any changes to any such Tax Return within 10 days following receipt of such Tax Return (or prior to the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication of the Seller's (and the other Stockholders) approval thereof. The Seller and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution of any disagreements, the Purchaser shall file (or cause to be filed) any such Tax Return and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any such Tax Return in the manner deemed appropriate by the Purchaser and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that the foregoing shall not in any manner terminate, limit or alter the rights and obligations of the parties hereto under this Article IX, and any disagreements regarding such Tax Return which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 9.4(g) which resolution shall be binding on the parties. (iii) Not later than five (5) days before the due date for payment of Taxes with respect to any Tax Return of a Company which the Purchaser has the responsibility to file, the Seller shall pay (or cause to be paid) to the Purchaser an amount equal to that portion of the Taxes of the Company shown on such Tax Return for which the Seller (and the other Stockholders) have an obligation to indemnify the Purchaser Indemnified parties pursuant to the provisions of Section 9.4(a) hereof. In the event a dispute between the Seller and the Purchaser with respect to a Tax Return is not resolved prior to the due date, the Seller shall pay (or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f). (iv) The Seller (along with all the other Stockholders) and Purchaser will, unless prohibited by applicable law, close the taxable period of the Companies as of the end of the day on the day prior to the Closing Date. In any case where applicable law does not permit a Company to close its taxable year on the day prior to the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes such date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such Company beginning before and ending after the day prior to the Closing Date shall be allocated (i) to the Seller (along with the other Stockholders) for the period up to and including the day prior to the Closing Date, and (ii) to Purchaser for the period subsequent to the day prior 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 day prior to the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of such Company as of the close of the day prior to 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 day prior to the Closing Date and the period after such date in proportion to the number of days in each such period. The parties agree that for federal income tax purposes, the taxable year of the Companies will close as of the end of the day on the day prior to the day prior to the Closing Date.

Preparation of Tax Returns; Payment of Taxes. (i) The Seller Representing Sellers shall cause each of the Companies Company to file all the federal, state, local and foreign Tax Returns required to be filed by each of the respective Companies Company on or prior to the Closing Date and to shall pay (or cause to be paid) any and all Taxes due with respect to such returns. All Tax Returns described in this Section 9.4(b10.4(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 applicable taxing authority or a contrary treatment is required by applicable tax laws (or judicial or administrative interpretations thereof). The Seller Representing Sellers shall cause each of the Companies Company to provide the Purchaser with copies of such completed Tax Returns at least 10 days prior to the filing date, and Purchaser 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 the Purchaser to propose any changes to any such Tax Return within such 10 days shall be deemed to be an indication of its approval thereof. The Representing Sellers and Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 10.4(h) which shall be binding on the parties. (ii) 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 or on behalf of each of the Companies Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return relate to taxable periods (or portions thereof) of a Company ending on or prior to are indemnifiable by the day prior to the Closing DateRepresenting Sellers, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; (B) the Purchaser shall provide the Seller Representing Sellers with copies of any such Tax Return with respect to Taxes measured on or by income or gross receipts at least 20 30 days prior to the due date for filing such return (and prior to the due date of such Tax Return in the case of all other Tax Returns)return; and (C) the Seller Representing Sellers shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns for 15 days following receipt thereof. The failure of the Seller Representing Sellers to propose any changes to any such Tax Return within 10 such 15 days following receipt of such Tax Return (or prior to the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication of the Seller's (and the other Stockholders) its approval thereof. The Seller Representing Sellers and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution of any disagreements, the Purchaser shall file (or cause to be filed) any such Tax Return and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any such Tax Return in the manner deemed appropriate by the Purchaser and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that the foregoing shall not in any manner terminate, limit or alter the rights and obligations of the parties hereto under this Article IX, and any Any disagreements regarding such Tax Return Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 9.4(g10.4(h) which resolution shall be binding on the parties. Purchaser shall file or cause to be filed all such Tax Returns and shall, subject to receiving the payments from the Representing Sellers referred to in Section 10.4(b)(iii), 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 Indemnified Parties, the Sellers or the Company to receive indemnification pursuant to any provision in this Agreement. (iii) Not later than five (5) 5 days before the due date for payment of Taxes with respect to any Tax Return of a Company Returns which the Purchaser has the responsibility to file, the Seller Representing Sellers shall pay (or cause to be paid) to the Purchaser an amount equal to that portion of the Taxes of the Company shown on such Tax Return return for which the Seller (and the other Stockholders) Representing Sellers have an obligation to indemnify the Purchaser Indemnified parties and its Affiliates pursuant to the provisions of Section 9.4(a) hereof. In the event a dispute between the Seller and the Purchaser with respect to a Tax Return is not resolved prior to the due date, the Seller shall pay (or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f10.4(a). (iv) The Seller (along 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 other Stockholders) Representing Sellers and Purchaser will, unless prohibited by applicable law, close the taxable period of the Companies Company as of the end close of the day on the day prior to the Closing Date. Neither the Representing Sellers nor Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit a the Company to close its taxable year on the day prior to the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes such date the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such the Company beginning before and ending after the day prior to the Closing Date shall be allocated (i) to the Seller (along with the other Stockholders) Representing Sellers for the period up to and including the day prior to the Closing Date, and (ii) to Purchaser for the period subsequent to the day prior 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 day prior to the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of such the Company as of the close of the day prior to 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 day prior to the Closing Date and the period after such date the Closing Date in proportion to the number of days in each such period. The parties agree that for federal income tax purposes, Purchaser shall provide the taxable year Representing Sellers with a schedule showing the computation of the Companies will close as of the end of the day on the day allocation at least 30 days prior to the day due date for filing a Tax Return which includes the Closing Date. The Representing Sellers shall have the right to review such schedule, and the Purchaser and Representing Sellers 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 10.4(h). Any amount owing from Representing Sellers under this Section 10.4(b)(iv) shall be paid no later than five (5) days prior to the Closing Datefiling of the underlying Tax Return.

Preparation of Tax Returns; Payment of Taxes. 10.1.1 The parties hereto understand that the Company: (i1) The Seller shall cause each is a “S Corporation”, within the meaning of Section 1361 of the Companies to file all Code, and (2) will retain that status until the federal, state, local and foreign Tax Returns to be filed by each of Closing Date (if a Section 338(h)(10) Election is made) or until the respective Companies day prior to the Closing Date (if no Section 338(h)(10) Election is made). Each of the Sellers shall include on his, her or its income Tax Return, such Seller’s Pro Rata share of the taxable income of the Company. The Sellers will cause the Company to file: (i) the United States federal income Tax Returns of the Company for the taxable periods of the Company ending on the Closing date or on the day prior to the Closing Date, as the case may be, and (ii) where applicable, all other Tax Returns of the Company for the taxable periods of the Company ending (or the portion of any taxable period ending) on the Closing Date or prior to the Closing Date or on the day prior to the Closing Date, as the case may be. Except for any Built-in-Gains Tax, which shall be paid by the Purchaser, the Sellers shall cause the Company to pay (or cause to be paid) any and all Taxes due with respect to the returns referred to in Section 10.1.1(i) and (ii). The Sellers also shall cause the Company to file all other Tax Returns of the Company required to be filed (taking into account any extensions) prior to or on the Closing Date and shall cause the Company to pay any and all Taxes (other than any Built-in-Gains Tax) due with respect to such returnsTax Returns. All Tax Returns described in this Section 9.4(b) (i) 10.1.1 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 the judicial or administrative interpretations thereof). The Seller shall cause each of the Companies to provide the Purchaser with copies of such completed Tax Returns at least 10 days Sellers shall, prior to the filing dateof any Tax Returns required to be filed after the Closing Date, permit the Purchaser to review and comment upon all such Tax Returns. The Sellers and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 10.5 which shall be binding on the parties. (ii) 10.1.2 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 or on behalf of each of the Companies Company and the Subsidiary for all taxable periods ending after the Closing Date. To The Purchaser shall file or cause to be filed all such Tax Returns and shall pay the extent any Taxes shown due thereon. 10.1.3 For federal income tax purposes, the taxable year of the Company shall end on any such Tax Return relate to taxable periods the Closing Date (if a Section 338(h)(10) Election is made) or portions thereof) of a Company ending on or prior to the day prior to the Closing DateDate (if no Section 338(h)(10) Election is made), (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; (B) the Purchaser shall provide the Seller with copies of any Tax Return and, with respect to Taxes measured on or by income or gross receipts at least 20 days prior to the due date for filing such return (and prior to the due date of such Tax Return in the case of all other Tax Returns); and (C) Taxes, the Seller shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns following receipt thereof. The failure of the Seller to propose any changes to any such Tax Return within 10 days following receipt of such Tax Return (or prior to the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication of the Seller's (Sellers and the other Stockholders) approval thereof. The Seller and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution of any disagreements, the Purchaser shall file (or cause to be filed) any such Tax Return and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any such Tax Return in the manner deemed appropriate by the Purchaser and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that the foregoing shall not in any manner terminate, limit or alter the rights and obligations of the parties hereto under this Article IX, and any disagreements regarding such Tax Return which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 9.4(g) which resolution shall be binding on the parties. (iii) Not later than five (5) days before the due date for payment of Taxes with respect to any Tax Return of a Company which the Purchaser has the responsibility to file, the Seller shall pay (or cause to be paid) to the Purchaser an amount equal to that portion of the Taxes of the Company shown on such Tax Return for which the Seller (and the other Stockholders) have an obligation to indemnify the Purchaser Indemnified parties pursuant to the provisions of Section 9.4(a) hereof. In the event a dispute between the Seller and the Purchaser with respect to a Tax Return is not resolved prior to the due date, the Seller shall pay (or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f). (iv) The Seller (along with all the other Stockholders) and Purchaser will, unless prohibited by applicable law, close the taxable period of the Companies Company as of the end Closing Date (if a Section 338(h)(10) Election is made) or as of the day on the day prior to the Closing Date. In any case where applicable law does not permit a Company to close its taxable year on the day prior to the Closing Date or in (if no Section 338(h)(10) Election is made). None of the Sellers nor the Purchaser shall take any case in which a Tax is assessed with respect to a taxable period which includes such date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such Company beginning before and ending after the day prior to the Closing Date shall be allocated (i) to the Seller (along position inconsistent with the other Stockholders) for the period up to and including the day prior to the Closing Date, and (ii) to Purchaser for the period subsequent to the day prior to the Closing Date. Any allocation of income or deductions required to determine preceding sentence on any Taxes attributable to any period beginning before and ending after the day prior to the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of such Company as of the close of the day prior to 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 day prior to the Closing Date and the period after such date in proportion to the number of days in each such period. The parties agree that for federal income tax purposes, the taxable year of the Companies will close as of the end of the day on the day prior to the day prior to the Closing DateTax Return.

Preparation of Tax Returns; Payment of Taxes. (a) Seller shall include the Snapple Companies or cause the Snapple Companies to be included in, and shall timely file or cause to be timely filed, (i) The the United States consolidated federal income Tax Returns of Seller shall cause each or its Affiliates for the taxable periods of the Snapple Companies to file all the federal, state, local and foreign Tax Returns to be filed by each of the respective Companies ending on or prior to the Closing Date and (ii) where applicable, all other consolidated, combined or unitary Tax Returns of Seller or its Affiliates for the taxable periods of Snapple ending on or prior to the Closing Date, and shall pay any and all Taxes due with respect to the returns referred to in clause (i) or (ii) of this Section 8.3(a). The Tax Returns referred to in this Section 8.3(a) shall be prepared in a manner consistent with the prior practice of the Snapple Companies unless otherwise required by a change in applicable Tax laws, rules or regulations. Seller shall provide Acquiror with copies of such Tax Returns, but only to the extent of the discrete Snapple federal income Tax Return which is made part of and includable in the United States consolidated federal income Tax Return of Seller and the discrete Snapple state income tax returns which are made part of and includable in any consolidated, combined or unitary state Tax Return. Seller shall provide such Tax Returns (or cause the portion thereof) to NYFS09...:\69\68669\0030\165\AGRN266W.00J Acquiror at least 30 days prior to the due date for filing such return, and Acquiror shall have the right to review and comment on such Tax Returns for 15 days following receipt thereof. Nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Acquiror Indemnified Parties, Seller or Snapple to receive indemnification pursuant to any provision in this Agreement. (b) In addition to the Tax Returns referred to in Section 8.3(a) above, Seller shall prepare all other Tax Returns of, or which include, any of the Snapple Companies for taxable periods that end on, end prior to or which include the Closing Date. To the extent any such Tax Returns are required to be paidfiled (taking into account any extensions) on or prior to the Closing Date, Seller shall timely file or shall cause the Snapple Companies to timely file such Tax Returns and shall pay any and all Taxes due with respect to such returns. All Tax Returns described in this Section 9.4(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 applicable taxing authority or a contrary treatment is required by applicable tax laws (or judicial or administrative interpretations thereof). The Seller shall cause each of the Companies to provide the Purchaser with copies of such completed Tax Returns at least 10 days prior to the filing date. (ii) 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 or on behalf of each of the Companies after the Closing DateReturns. To the extent any Taxes shown due on any such Tax Return relate Returns are required to taxable periods (or portions thereof) of a Company ending on or prior to the day prior to be filed after the Closing Date, (A) such Tax Return shall be prepared and provided that Acquiror has complied with its obligations pursuant to Section 8.4 in a timely manner consistent with prior practice unless otherwise required by applicable tax laws; so as to permit Seller to perform the following obligations, (Bi) the Purchaser Seller shall provide the Seller Acquiror with copies of any such Tax Return with respect Returns and, in the case of those Tax Returns for taxable periods that end after the Closing Date, a schedule showing the computation of Taxes allocated to Taxes measured on or by income or gross receipts each of Seller and Acquiror (such allocation computed in the manner described in Section 8.3(d) hereunder) at least 20 30 days prior to the due date for filing such return Tax Returns (and prior to the due date of such Tax Return in the case of all other Tax Returnstaking into account any extensions); and , (Cii) the Seller Acquiror shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns, and in the case of those Tax Returns following receipt thereof. The failure for taxable periods that end after the Closing Date, the schedule setting forth the computation of the allocation of Taxes, (iii) Seller to propose shall pay Acquiror any changes to any such Tax Return within 10 days following receipt of such Tax Return amount owing from Seller under Section 8.1(a)(i) and (or prior to ii) no later than two Business Days before the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication filing of the Seller's underlying Tax Returns, and (and the other Stockholdersiv) approval thereof. The Seller and the Purchaser Acquiror shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution of any disagreements, the Purchaser shall timely file (or cause to be filed) any timely filed all such Tax Return Returns and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), shall pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any paid all Taxes due with respect to such Tax Return in the manner deemed appropriate by the Purchaser and shallReturns, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall not in any manner terminate, limit or alter the rights and obligations adversely affect any right of the parties hereto under this Article IXAcquiror Indemnified Parties, and any disagreements regarding such Tax Return which are not resolved prior Seller Indemnified Parties or Snapple to the filing thereof shall be promptly resolved pursuant to Section 9.4(g) which resolution shall be binding on the parties. (iii) Not later than five (5) days before the due date for payment of Taxes with respect to any Tax Return of a Company which the Purchaser has the responsibility to file, the Seller shall pay (or cause to be paid) to the Purchaser an amount equal to that portion of the Taxes of the Company shown on such Tax Return for which the Seller (and the other Stockholders) have an obligation to indemnify the Purchaser Indemnified parties receive indemnification pursuant to the provisions terms of this Agreement. Any disputes between Seller and Acquiror shall be resolved as provided in Section 9.4(a8.9. NYFS09...:\69\68669\0030\165\AGRN266W.00J (c) hereofAcquiror shall reimburse Seller for all costs, expenses and fees incurred in connection with Seller's preparation of Tax Returns required to be filed after the Closing Date, including, without limitation, those costs associated with the services of Seller's employees in connection therewith, which shall be valued at $140 per hour. Seller shall invoice Acquiror at the end of each month for such costs, expenses and fees incurred by Seller and Acquiror shall pay Seller the amount shown as due on such invoice within 15 days of the invoice date. In the event a dispute between that Acquiror does not pay Seller within 15 days of such invoice, interest at the Seller and rate of 10% per annum shall accrue on the Purchaser unpaid amount. The liability of Acquiror pursuant to this Section 8.3(c) shall not exceed $50,000. (d) For federal income tax purposes, the taxable year of Snapple shall end as of the close of the Closing Date and, with respect to a Tax Return is not resolved prior to the due dateall other Taxes, the Seller shall pay (or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f). (iv) The Seller (along with all the other Stockholders) and Purchaser Acquiror will, unless prohibited by applicable lawApplicable Law, close the taxable period of the Snapple Companies as of the end close of the day on the day prior to the Closing Date. Neither Seller nor Acquiror shall take any position inconsistent with the preceding sentence on any Tax Return. Notwithstanding anything contained herein to the contrary, Seller and Acquiror shall report all transactions not in the ordinary course of business occurring after the Closing but on the Closing Date on Acquiror's federal unconsolidated and other consolidated or combined Tax Returns. In any case where applicable law Applicable Law does not permit a Company Snapple and its Subsidiaries to close its taxable year on the day prior to the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes such date the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such Company any of the Snapple Companies beginning before and ending after the day prior to the Closing Date shall be allocated (i) to the Seller (along with the other Stockholders) for the period up to and including the day prior to the Closing Date, Date and (ii) to Purchaser Acquiror for the period subsequent to the day prior 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 day prior to the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of such Company the Snapple Companies as of the close of the day prior to 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 day prior to the Closing Date and the period after such date the Closing Date in proportion to the number of days in each such period. The parties agree that for federal income tax purposes, the taxable year of the Companies will close as of the end of the day on the day prior to the day prior to the Closing Date.NYFS09...:\69\68669\0030\165\AGRN266W.00J

Preparation of Tax Returns; Payment of Taxes. (ia) The Seller Sears shall cause each of the Companies to file all the federal, state, local and foreign Tax Returns to be filed by each of the respective Companies prior to the Closing Date and to pay (prepare or cause to be paid) any prepared and file or cause to be filed all Consolidated WAH Tax Returns and all Taxes due with respect to such returns. All material Other WAH Tax Returns described in this Section 9.4(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 applicable taxing authority or a contrary treatment is required by applicable tax laws (or judicial or administrative interpretations thereof). The Seller shall cause each of the Companies to provide the Purchaser with copies of such completed Tax Returns at least 10 days prior to the filing date. (ii) Following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns which are required to be filed by for all periods except for Tax Returns in which WAH is part of a consolidated, combined, unitary, or on behalf other group including the Company. Sears shall pay the amount of each of the Companies after the Closing Date. To the extent any Taxes shown to be due on any such Tax Return relate to taxable periods (or portions thereof) of a Company ending on or prior thereon to the day prior to appropriate Governmental Authority. Upon written request by the Closing DateCompany, Sears shall provide the Company with (Ai)(A) such a written statement that all Consolidated WAH Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; Returns have been filed, and all Taxes shown as due thereon have been paid and (B) portions of such Consolidated WAH Tax Returns showing any of the Purchaser shall provide the Seller with WAH activities and (ii) copies of all Other WAH Tax Returns and copies of checks for any payment of Taxes shown as due thereon. (b) For federal income Tax Return purposes, the taxable year of WAH ends as of the close of the Closing Date and, with respect to Taxes measured on or by income or gross receipts at least 20 days prior to the due date for filing such return (and prior to the due date of such Tax Return in the case of all other Tax Returns); and (C) the Seller shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns following receipt thereof. The failure of the Seller to propose any changes to any such Tax Return within 10 days following receipt of such Tax Return (or prior to the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication of the Seller's (Taxes, Sears and the other Stockholders) approval thereof. The Seller and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution of any disagreements, the Purchaser shall file (or cause to be filed) any such Tax Return and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any such Tax Return in the manner deemed appropriate by the Purchaser and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that the foregoing shall not in any manner terminate, limit or alter the rights and obligations of the parties hereto under this Article IX, and any disagreements regarding such Tax Return which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 9.4(g) which resolution shall be binding on the parties. (iii) Not later than five (5) days before the due date for payment of Taxes with respect to any Tax Return of a Company which the Purchaser has the responsibility to file, the Seller shall pay (or cause to be paid) to the Purchaser an amount equal to that portion of the Taxes of the Company shown on such Tax Return for which the Seller (and the other Stockholders) have an obligation to indemnify the Purchaser Indemnified parties pursuant to the provisions of Section 9.4(a) hereof. In the event a dispute between the Seller and the Purchaser with respect to a Tax Return is not resolved prior to the due date, the Seller shall pay (or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f). (iv) The Seller (along with all the other Stockholders) and Purchaser will, unless prohibited by applicable law, close the taxable period of the Companies as of the end of the day on the day prior to the Closing Date. In any case where applicable law does not permit a Company to close its taxable year on the day prior to the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes such date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such Company beginning before and ending after the day prior to the Closing Date shall be allocated (i) to the Seller (along with the other Stockholders) for the period up to and including the day prior to the Closing Date, and (ii) to Purchaser for the period subsequent to the day prior 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 day prior to the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of such Company WAH as of the close of the day Closing Date. Neither Sears nor the Company shall take any position inconsistent with the preceding sentence on any Tax Return. (c) Sears shall be responsible for filing any amended Consolidated WAH Tax Returns that are required as a result of examination adjustments made by the Internal Revenue Service or by the applicable state, local or foreign taxing authorities for such taxable years as finally determined. Any required amended Other WAH Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by Sears and furnished to the Company for approval (which approval shall not be unreasonable withheld), signature (if necessary) and filing at least 30 days prior to 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 day prior to the Closing Date and the period after due date for filing such date in proportion to the number of days in each such period. The parties agree that for federal income tax purposes, the taxable year of the Companies will close as of the end of the day on the day prior to the day prior to the Closing Dateamended returns.

Preparation of Tax Returns; Payment of Taxes. (ia) The WPS shall include the Company and its Subsidiaries, or cause the Company and its Subsidiaries to be included in, and shall file or cause to be filed, (A) the United States consolidated federal income Tax Returns of the Company and its Subsidiaries for the taxable periods of the Company and its Subsidiaries ending on or prior to the Closing Date, and (B) where applicable, all other consolidated, combined or unitary Tax Returns of the Company and its Subsidiaries for the taxable periods of the Company and its Subsidiaries ending (or the portion of any taxable period ending) on or prior to the Closing Date, and Seller shall pay any and all Taxes due with respect to the returns referred to in clause (A) or (B) of this paragraph (a), including, without limitation, any liability due with respect to any Section 338(h)(10) Election made pursuant to Section 11.1 hereof. WPS also shall file or shall cause each of the Companies Company and its Subsidiaries to file all the federal, state, local and foreign other Tax Returns of or which include the Company and its Subsidiaries required to be filed by each of the respective Companies (taking into account any extensions) on or prior to the Closing Date and to Seller shall pay (or cause to be paid) any and all Taxes due with respect to such returns. All Tax Returns described in this Section 9.4(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 applicable taxing authority or a contrary treatment is required by applicable tax laws (or judicial or administrative interpretations thereof). The Seller shall cause each of the Companies to provide the Purchaser with copies of such completed Tax Returns at least 10 days prior to the filing dateReturns. (iib) 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 or the Company and its Subsidiaries on behalf of each of the Companies a separate return basis after the Closing Date. To the extent any Taxes shown due on any such separate Tax Return relate to taxable periods (or portions thereof) of a Company ending on or prior to the day prior to the Closing DateReturns are indemnifiable by Seller, (A) such Tax Return Returns shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; (B) the Purchaser shall provide the Seller with copies of any each such Tax Return with respect to Taxes measured on or by income or gross receipts at least 20 30 days prior to the due date for filing such return (and prior to the due date of such Tax Return in the case of all other Tax Returns)return; and (C) the Seller shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns for 15 days following receipt thereof. The failure of the Seller to propose any changes to any such Tax Return within 10 such 15 days following receipt of such Tax Return (or prior to the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication of the Seller's (and the other Stockholders) its approval thereof. The Seller and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution Any disagreements regarding such Tax Returns which are not resolved by WPS and Purchaser within ten (10) days of such parties' first attempt to do so shall be resolved by the Final Arbiter, whose decision shall be final and binding on the parties. All costs, fees and 55 61 expenses paid to the Final Arbiter in connection with any disagreements, the such disputes shall be shared equally by Seller and Purchaser. Purchaser shall file (or cause to be filed) any filed all such Tax Return Returns and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any such Tax Return in the manner deemed appropriate by the Purchaser and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall not in any manner terminate, limit or alter adversely affect any right of Purchaser, Seller or the rights and obligations of the parties hereto under this Article IX, and any disagreements regarding such Tax Return which are not resolved prior Company to the filing thereof shall be promptly resolved receive indemnification pursuant to Section 9.4(g) which resolution shall be binding on the partiesany provision in this Agreement. (iiic) Not later than five (5) days before the due date for payment of Taxes with respect to any Tax Return of a Company which the Purchaser has the responsibility to fileFor federal and state income tax purposes, the Seller shall pay (or cause to be paid) to the Purchaser an amount equal to that portion of the Taxes taxable year of the Company shown on such Tax Return for which the Seller (and the other Stockholders) have an obligation to indemnify the Purchaser Indemnified parties pursuant to the provisions of Section 9.4(a) hereof. In the event a dispute between the Seller and the Purchaser with respect to a Tax Return is not resolved prior to the due date, the Seller its Subsidiaries shall pay (or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f). (iv) The Seller (along with all the other Stockholders) and Purchaser will, unless prohibited by applicable law, close the taxable period of the Companies end as of the end close of the day on the day prior to the Closing Date. Neither Seller nor Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit a the Company or any Subsidiary to close its taxable year on the day prior to the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes such date the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such the Company or any Subsidiary beginning before and ending after the day prior to the Closing Date shall be allocated (iA) to the Seller (along with the other Stockholders) for the period up to and including the day prior to the Closing Date, and (iiB) to Purchaser for the period subsequent to the day prior 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 day prior to the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of such the Company and each Subsidiary as of the close of the day prior to 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 day prior to the Closing Date and the period after such date the Closing Date in proportion to the number of days in each such period. The parties agree that for federal income tax purposes, the taxable year of the Companies will close as of the end of the day on the day prior to the day prior to the Closing Date.

Preparation of Tax Returns; Payment of Taxes. (a) Seller shall include the Snapple Companies or cause the Snapple Companies to be included in, and shall timely file or cause to be timely filed, (i) The the United States consolidated federal income Tax Returns of Seller shall cause each or its Affiliates for the taxable periods of the Snapple Companies to file all the federal, state, local and foreign Tax Returns to be filed by each of the respective Companies ending on or prior to the Closing Date and (ii) where applicable, all other consolidated, combined or unitary Tax Returns of Seller or its Affiliates for the taxable periods of Snapple ending on or prior to the Closing Date, and shall pay any and all Taxes due with respect to the returns referred to in clause (i) or (ii) of this Section 8.3(a). The Tax Returns referred to in this Section 8.3(a) shall be prepared in a manner consistent with the prior practice of the Snapple Companies unless otherwise required by a change in applicable Tax laws, rules or regulations. Seller shall provide Acquiror with copies of such Tax Returns, but only to the extent of the discrete Snapple federal income Tax Return which is made part of and includable in the United States consolidated federal income Tax Return of Seller and the discrete Snapple state income tax returns which are made part of and includable in any consolidated, combined or unitary state Tax Return. Seller shall provide such Tax Returns (or cause the portion thereof) to Acquiror at least 30 days prior to the due date for filing such return, and Acquiror shall have the right to review and comment on such Tax Returns for 15 days following receipt thereof. Nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Acquiror Indemnified Parties, Seller or Snapple to receive indemnification pursuant to any provision in this Agreement. (b) In addition to the Tax Returns referred to in Section 8.3(a) above, Seller shall prepare all other Tax Returns of, or which include, any of the Snapple Companies for taxable periods that end on, end prior to or which include the Closing Date. To the extent any such Tax Returns are required to be paidfiled (taking into account any extensions) on or prior to the Closing Date, Seller shall timely file or shall cause the Snapple Companies to timely file such Tax Returns and shall pay any and all Taxes due with respect to such returns. All Tax Returns described in this Section 9.4(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 applicable taxing authority or a contrary treatment is required by applicable tax laws (or judicial or administrative interpretations thereof). The Seller shall cause each of the Companies to provide the Purchaser with copies of such completed Tax Returns at least 10 days prior to the filing date. (ii) 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 or on behalf of each of the Companies after the Closing DateReturns. To the extent any Taxes shown due on any such Tax Return relate Returns are required to taxable periods (or portions thereof) of a Company ending on or prior to the day prior to be filed after the Closing Date, (A) such Tax Return shall be prepared and provided that Acquiror has complied with its obligations pursuant to Section 8.4 in a timely manner consistent with prior practice unless otherwise required by applicable tax laws; so as to permit Seller to perform the following obligations, (Bi) the Purchaser Seller shall provide the Seller Acquiror with copies of any such Tax Return with respect Returns and, in the case of those Tax Returns for taxable periods that end after the Closing Date, a schedule showing the computation of Taxes allocated to Taxes measured on or by income or gross receipts each of Seller and Acquiror (such allocation computed in the manner described in Section 8.3(d) hereunder) at least 20 30 days prior to the due date for filing such return Tax Returns (and prior to the due date of such Tax Return in the case of all other Tax Returnstaking into account any extensions); and , (Cii) the Seller Acquiror shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns, and in the case of those Tax Returns following receipt thereof. The failure for taxable periods that end after the Closing Date, the schedule setting forth the computation of the allocation of Taxes, (iii) Seller to propose shall pay Acquiror any changes to any such Tax Return within 10 days following receipt of such Tax Return amount owing from Seller under Section 8.1(a)(i) and (or prior to ii) no later than two Business Days before the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication filing of the Seller's underlying Tax Returns, and (and the other Stockholdersiv) approval thereof. The Seller and the Purchaser Acquiror shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution of any disagreements, the Purchaser shall timely file (or cause to be filed) any timely filed all such Tax Return Returns and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), shall pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any paid all Taxes due with respect to such Tax Return in the manner deemed appropriate by the Purchaser and shallReturns, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall not in any manner terminate, limit or alter the rights and obligations adversely affect any right of the parties hereto under this Article IXAcquiror Indemnified Parties, and any disagreements regarding such Tax Return which are not resolved prior Seller Indemnified Parties or Snapple to receive indemnification pursuant to the filing thereof terms of this Agreement. Any disputes between Seller and Acquiror shall be promptly resolved pursuant to as provided in Section 9.4(g) which resolution shall be binding on the parties8.9. (iiic) Not later than five (5) days before Acquiror shall reimburse Seller for all costs, expenses and fees incurred in connection with Seller's preparation of Tax Returns required to be filed after the due date for payment Closing Date, including, without limitation, those costs associated with the services of Taxes with respect to any Tax Return of a Company Seller's employees in connection therewith, which the Purchaser has the responsibility to file, the shall be valued at $140 per hour. Seller shall invoice Acquiror at the end of each month for such costs, expenses and fees incurred by Seller and Acquiror shall pay (or cause to be paid) to Seller the Purchaser an amount equal to that portion shown as due on such invoice within 15 days of the Taxes of the Company shown on such Tax Return for which the Seller (and the other Stockholders) have an obligation to indemnify the Purchaser Indemnified parties pursuant to the provisions of Section 9.4(a) hereofinvoice date. In the event a dispute between that Acquiror does not pay Seller within 15 days of such invoice, interest at the Seller and rate of 10% per annum shall accrue on the Purchaser unpaid amount. The liability of Acquiror pursuant to this Section 8.3(c) shall not exceed $50,000. (d) For federal income tax purposes, the taxable year of Snapple shall end as of the close of the Closing Date and, with respect to a Tax Return is not resolved prior to the due dateall other Taxes, the Seller shall pay (or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f). (iv) The Seller (along with all the other Stockholders) and Purchaser Acquiror will, unless prohibited by applicable lawApplicable Law, close the taxable period of the Snapple Companies as of the end close of the day on the day prior to the Closing Date. Neither Seller nor Acquiror shall take any position inconsistent with the preceding sentence on any Tax Return. Notwithstanding anything contained herein to the contrary, Seller and Acquiror shall report all transactions not in the ordinary course of business occurring after the Closing but on the Closing Date on Acquiror's federal unconsolidated and other consolidated or combined Tax Returns. In any case where applicable law Applicable Law does not permit a Company Snapple and its Subsidiaries to close its taxable year on the day prior to the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes such date the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such Company any of the Snapple Companies beginning before and ending after the day prior to the Closing Date shall be allocated (i) to the Seller (along with the other Stockholders) for the period up to and including the day prior to the Closing Date, Date and (ii) to Purchaser Acquiror for the period subsequent to the day prior 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 day prior to the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of such Company the Snapple Companies as of the close of the day prior to 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 day prior to the Closing Date and the period after such date the Closing Date in proportion to the number of days in each such period. The parties agree that for federal income tax purposes, the taxable year of the Companies will close as of the end of the day on the day prior to the day prior to the Closing Date.

Preparation of Tax Returns; Payment of Taxes. (ia) The WPS shall include the Company and its Subsidiaries, or cause the Company and its Subsidiaries to be included in, and shall file or cause to be filed, (A) the United States consolidated federal income Tax Returns of the Company and its Subsidiaries for the taxable periods of the Company and its Subsidiaries ending on or prior to the Closing Date, and (B) where applicable, all other consolidated, combined or unitary Tax Returns of the Company and its Subsidiaries for the taxable periods of the Company and its Subsidiaries ending (or the portion of any taxable period ending) on or prior to the Closing Date, and Seller shall pay any and all Taxes due with respect to the returns referred to in clause (A) or (B) of this paragraph (a), including, without limitation, any liability due with respect to any Section 338(h)(10) Election made pursuant to Section 11.1 hereof. WPS also shall file or shall cause each of the Companies Company and its Subsidiaries to file all the federal, state, local and foreign other Tax Returns of or which include the Company and its Subsidiaries required to be filed by each of the respective Companies (taking into account any extensions) on or prior to the Closing Date and to Seller shall pay (or cause to be paid) any and all Taxes due with respect to such returns. All Tax Returns described in this Section 9.4(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 applicable taxing authority or a contrary treatment is required by applicable tax laws (or judicial or administrative interpretations thereof). The Seller shall cause each of the Companies to provide the Purchaser with copies of such completed Tax Returns at least 10 days prior to the filing dateReturns. (iib) 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 or the Company and its Subsidiaries on behalf of each of the Companies a separate return basis after the Closing Date. To the extent any Taxes shown due on any such separate Tax Return relate to taxable periods (or portions thereof) of a Company ending on or prior to the day prior to the Closing DateReturns are indemnifiable by Seller, (A) such Tax Return Returns shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; (B) the Purchaser shall provide the Seller with copies of any each such Tax Return with respect to Taxes measured on or by income or gross receipts at least 20 30 days prior to the due date for filing such return (and prior to the due date of such Tax Return in the case of all other Tax Returns)return; and (C) the Seller shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns for 15 days following receipt thereof. The failure of the Seller to propose any changes to any such Tax Return within 10 such 15 days following receipt of such Tax Return (or prior to the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication of the Seller's (and the other Stockholders) its approval thereof. The Seller and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution Any disagreements regarding such Tax Returns which are not resolved by WPS and Purchaser within ten (10) days of such parties' first attempt to do so shall be resolved by the Final Arbiter, whose decision shall be final and binding on the parties. All costs, fees and expenses paid to the Final Arbiter in connection with any disagreements, the such disputes shall be shared equally by Seller and Purchaser. Purchaser shall file (or cause to be filed) any filed all such Tax Return Returns and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any such Tax Return in the manner deemed appropriate by the Purchaser and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall not in any manner terminate, limit or alter adversely affect any right of Purchaser, Seller or the rights and obligations of the parties hereto under this Article IX, and any disagreements regarding such Tax Return which are not resolved prior Company to the filing thereof shall be promptly resolved receive indemnification pursuant to Section 9.4(g) which resolution shall be binding on the partiesany provision in this Agreement. (iiic) Not later than five (5) days before the due date for payment of Taxes with respect to any Tax Return of a Company which the Purchaser has the responsibility to fileFor federal and state income tax purposes, the Seller shall pay (or cause to be paid) to the Purchaser an amount equal to that portion of the Taxes taxable year of the Company shown on such Tax Return for which the Seller (and the other Stockholders) have an obligation to indemnify the Purchaser Indemnified parties pursuant to the provisions of Section 9.4(a) hereof. In the event a dispute between the Seller and the Purchaser with respect to a Tax Return is not resolved prior to the due date, the Seller its Subsidiaries shall pay (or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f). (iv) The Seller (along with all the other Stockholders) and Purchaser will, unless prohibited by applicable law, close the taxable period of the Companies end as of the end close of the day on the day prior to the Closing Date. Neither Seller nor Purchaser shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit a the Company or any Subsidiary to close its taxable year on the day prior to the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes such date the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such the Company or any Subsidiary beginning before and ending after the day prior to the Closing Date shall be allocated (iA) to the Seller (along with the other Stockholders) for the period up to and including the day prior to the Closing Date, and (iiB) to Purchaser for the period subsequent to the day prior 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 day prior to the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of such the Company and each Subsidiary as of the close of the day prior to 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 day prior to the Closing Date and the period after such date the Closing Date in proportion to the number of days in each such period. The parties agree that for federal income tax purposes, the taxable year of the Companies will close as of the end of the day on the day prior to the day prior to the Closing Date.

Preparation of Tax Returns; Payment of Taxes. (a) PennCorp shall include Kivex, or cause Kivex to be included in, and shall file or cause to be filed, (i) The Seller shall cause each of the Companies to file all the federal, state, local and foreign United States consolidated federal income Tax Returns to be filed by each of the respective Companies PennCorp for all taxable periods of Kivex prior to the Closing Date and for any portion of a taxable period ending on the Closing Date; (ii) where applicable, all other consolidated, combined or unitary Tax Returns of PennCorp for the taxable periods of Kivex prior to the Closing Date and for any portion of a taxable period ending on the Closing Date; and (iii) shall pay all Taxes due with respect to the returns referred to in clause (i) or (ii) of this Section 10.1(a). PennCorp also shall file, or shall cause Kivex to file, all other Tax Returns of or which include Kivex and are required to be paidfiled (taking into account any extensions) for all taxable periods ending prior to the Closing Date and for any portion of the taxable period ending on the Closing Date and shall pay any and all Taxes due with respect to all such returnstaxable periods, except as required by applicable tax laws (or the judicial or administrative interpretations thereof). All Tax Returns described in this Section 9.4(b)10.1 (ia) shall be prepared in a manner consistent with prior 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). The Seller shall cause each of the Companies to provide the Purchaser with copies of such completed Tax Returns at least 10 days prior to the filing date. (ii) Following the ClosingClosing Date, the Purchaser Buyer shall be responsible for preparing preparing, or causing to be prepared prepared, all federal, foreign, state and local other Tax Returns required to be filed by or on behalf of each of the Companies Kivex after the Closing Date. To . (b) For federal income tax purposes, the extent any Taxes shown due on any such Tax Return relate to taxable periods (or portions thereof) year of a Company ending on or prior to Kivex shall end as of the day prior to close of the Closing DateDate and, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; (B) the Purchaser shall provide the Seller with copies of any Tax Return with respect to Taxes measured on or by income or gross receipts at least 20 days prior to the due date for filing such return (and prior to the due date of such Tax Return in the case of all other Tax Returns); Taxes, PennCorp and (C) the Seller shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns following receipt thereof. The failure of the Seller to propose any changes to any such Tax Return within 10 days following receipt of such Tax Return (or prior to the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication of the Seller's (and the other Stockholders) approval thereof. The Seller and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution of any disagreements, the Purchaser shall file (or cause to be filed) any such Tax Return and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon. In the event that any such disagreement shall not be resolved prior to such due date, the Purchaser shall file (or cause to be filed) any such Tax Return in the manner deemed appropriate by the Purchaser and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon; provided, however, that the foregoing shall not in any manner terminate, limit or alter the rights and obligations of the parties hereto under this Article IX, and any disagreements regarding such Tax Return which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 9.4(g) which resolution shall be binding on the parties. (iii) Not later than five (5) days before the due date for payment of Taxes with respect to any Tax Return of a Company which the Purchaser has the responsibility to file, the Seller shall pay (or cause to be paid) to the Purchaser an amount equal to that portion of the Taxes of the Company shown on such Tax Return for which the Seller (and the other Stockholders) have an obligation to indemnify the Purchaser Indemnified parties pursuant to the provisions of Section 9.4(a) hereof. In the event a dispute between the Seller and the Purchaser with respect to a Tax Return is not resolved prior to the due date, the Seller shall pay (or cause to be paid) the amount that the Purchaser believes is due to the Purchaser in respect of such Tax Return, and thereafter, the parties shall resolve any disagreement as to such Tax Return in accordance with Section 9.4(f). (iv) The Seller (along with all the other Stockholders) and Purchaser Buyer will, unless prohibited by applicable law, close the taxable period of the Companies as of the end of the day on the day prior to the Closing Date. In any case where applicable law does not permit a Company to close its taxable year on the day prior to the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes such date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of such Company beginning before and ending after the day prior to the Closing Date shall be allocated (i) to the Seller (along with the other Stockholders) for the period up to and including the day prior to the Closing Date, and (ii) to Purchaser for the period subsequent to the day prior 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 day prior to the Closing Date shall be prepared by the Purchaser and shall be made by means of a closing of the books and records of such Company Kivex as of the close of the day prior Closing Date. Neither PennCorp nor Buyer shall take any position inconsistent with the preceding sentence on any Tax Return (whether or not shown to be due on any Tax Returns). For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, 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 portion of such Tax which relates to the portion of such Taxable period ending on the day Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. (c) Buyer and PennCorp 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 Kivex as is reasonably necessary for the filing of any Tax Returns, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. Buyer or Kivex shall retain in its possession, and shall provide PennCorp reasonable access to (including the right to make copies of), such supporting books and records and any other materials that PennCorp may specify with respect to matters relating to Taxes for any taxable period ending on or prior to the Closing Date and until the period after relevant statute of limitations has expired. After such date in proportion to the number time, Buyer may dispose of days in each such period. The parties agree material, provided that for federal income tax purposes, the taxable year of the Companies will close as of the end of the day on the day prior to the day prior such disposition Buyer shall give PennCorp a reasonable opportunity to the Closing Datetake possession of such materials.