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

Preparation of Tax Returns; Payment of Taxes. For the avoidance of doubt, following the Closing the Company shall file, or cause to be filed, all Tax Returns required to be filed by or on behalf of the Company and/or any of its Subsidiaries, and shall pay or cause to be paid any and all Taxes due with respect to such returns, except for income taxes payable under applicable Tax law by the members of the Company (that had such status prior to the Closing Date) in their capacities as members of the Company. In the case of any such Tax Return that could have an impact on any of the Unitholders, the Company shall provide the Unitholder Representative with a copy of such completed Tax Return at least twenty (20) days prior to the filing date, and the Unitholder Representative shall be provided an opportunity to review such Tax Return and supporting work papers and schedules prior to the filing of such Tax Return. No such Tax Return shall be filed without the consent of the Unitholder Representative, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Agreement to the contrary, including the previous sentence, it is understood that the Company shall (i) determine whether the Company and any of its Subsidiaries will make an election under Section 754 of the Code for any period, (ii) make any determinations as to the fair market value of assets of the Company and any of its Subsidiaries as of the Closing Date for purposes of the Tax Returns of the Company and any of its Subsidiaries, including those related to any election under Section 754 of the Code and any allocations of taxable income in accordance with Section 704(c) of the Code and the principles thereunder, which determinations shall require the consent of the Unitholder Representative, not to be unreasonably withheld; provided, however, that the failure of the Unitholders Representative to consent to remedial or curative allocations shall always be considered reasonable, (iii) take any actions so that the Company and each of its Subsidiaries allocate Taxes between the Pre-Closing Period and the Post-Closing Period by closing the books as of the Closing Date, without using any pro-ration of income and losses or any similar method and (iv) make any determination as to whether the Merger, together with other transactions contemplated by this Agreement, constitutes a merger or consolidation within the meaning of Treasury Regulation Section 1.708-1(c), and if so the form to be adopted for such merger or consolidation for U.S. federal income tax purposes, which determination shall require the consent of the Unitholder Representative, not to be unreasonably withheld.

Preparation of Tax Returns; Payment of Taxes. For the avoidance of doubt, following the Closing the (a) The Company shall filefile all the federal, or cause to be filedstate, all local and foreign Tax Returns required to be filed by or on behalf of the Company and/or any of its Subsidiaries, after the Closing Date and shall pay or cause to be paid any and all Taxes due with respect to such returns, except for income taxes payable under applicable Tax law by . To the members of the Company (that had such status prior to the Closing Date) in their capacities as members of the Company. In the case of extent any Taxes shown due on any such Tax Return that could have an impact on any of are indemnifiable by the UnitholdersSubsidiaries, (i) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; (ii) the Company shall provide the Unitholder Representative Subsidiaries with a copy copies of such completed Tax Return at least twenty 30 days prior to the due date for filing such return; and (20iii) the Subsidiaries 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 Subsidiaries to propose any changes to any such Tax Return within such 15 days shall be deemed to be an indication of its approval thereof. The Subsidiaries and the Company shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. The Company shall file or cause to be filed all such Tax Returns and shall, subject to receiving the payments from the Subsidiaries referred to in Section 8.5, 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, the Subsidiaries or the Company to receive indemnification pursuant to any provision in this Agreement. (b) Not later than 5 days before the due date for payment of Taxes with respect to any Tax Returns, the Subsidiaries shall pay to the Purchaser an amount equal to that portion of the Taxes shown on such return for which the Subsidiaries have an obligation to indemnify the Company and the Purchaser Indemnified Parties pursuant to the provisions of Section 8.4(a). (c) For federal income tax purposes, the taxable year of the Company shall end as of the close of the Effective Time and, with respect to all other Taxes, the Subsidiaries and the Company will, unless prohibited by applicable law, close the taxable period of the Company as of the Effective Time. Neither the Subsidiaries nor the Company shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable Law does not permit the Company to close its taxable year on the Effective Time or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Subsidiaries for the period up to and including the Closing Date, and (ii) to the Company for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by the Company and shall be made by means of a closing of the books and records of the Company as of the Effective Time, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. The Company shall provide the Subsidiaries with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Subsidiaries shall have the right to review such schedule, and the Company and the Subsidiaries shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any amount owing from the Subsidiaries under this Section 8.5(c) shall be paid no later than five (5) days prior to the filing dateof the underlying Tax Return. (d) The Company and the Subsidiaries 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 the Unitholder Representative Company as is reasonably necessary for the filing of any Tax Return, 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. The Company shall be provided an opportunity retain in its possession, and shall provide the Subsidiaries reasonable access to review (including the right to make copies of), such supporting books and records and any other materials that the Subsidiaries may specify with respect to Tax Return and supporting work papers and schedules matters relating to any taxable period ending on or prior to the filing Closing Date until the relevant statute of limitations has expired. After such time, the Company may dispose of such Tax Return. No material, provided that prior to such Tax Return shall be filed without the consent of the Unitholder Representative, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Agreement to the contrary, including the previous sentence, it is understood that disposition the Company shall (i) determine whether give the Company and any Subsidiaries a reasonable opportunity to take possession of its Subsidiaries will make an election under Section 754 of the Code for any period, (ii) make any determinations as to the fair market value of assets of the Company and any of its Subsidiaries as of the Closing Date for purposes of the Tax Returns of the Company and any of its Subsidiaries, including those related to any election under Section 754 of the Code and any allocations of taxable income in accordance with Section 704(c) of the Code and the principles thereunder, which determinations shall require the consent of the Unitholder Representative, not to be unreasonably withheld; provided, however, that the failure of the Unitholders Representative to consent to remedial or curative allocations shall always be considered reasonable, (iii) take any actions so that the Company and each of its Subsidiaries allocate Taxes between the Pre-Closing Period and the Post-Closing Period by closing the books as of the Closing Date, without using any pro-ration of income and losses or any similar method and (iv) make any determination as to whether the Merger, together with other transactions contemplated by this Agreement, constitutes a merger or consolidation within the meaning of Treasury Regulation Section 1.708-1(c), and if so the form to be adopted for such merger or consolidation for U.S. federal income tax purposes, which determination shall require the consent of the Unitholder Representative, not to be unreasonably withheldmaterials.

Preparation of Tax Returns; Payment of Taxes. For the avoidance of doubt(a) PennCorp shall include Kivex, following the Closing the Company or cause Kivex to be included in, and shall file, file or cause to be filed, all (i) the United States consolidated federal income Tax Returns of 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 filed by or on behalf (taking into account any extensions) for all taxable periods ending prior to the Closing Date and for any portion of the Company and/or any of its Subsidiaries, taxable period ending on the Closing Date and shall pay or cause to be paid any and all Taxes due with respect to all such returnstaxable periods (whether or not shown to be due on any Tax Return). For purposes of this Section, except for income taxes payable under applicable Tax law by the members of the Company (that had such status prior to the Closing Date) in their capacities as members of the Company. In the case of any such Tax Return Taxes that could have an impact are imposed on any of the Unitholders, the Company shall provide the Unitholder Representative with a copy of such completed Tax Return at least twenty periodic basis and are payable for a Taxable period that includes (20but does not end on) days prior to the filing date, and the Unitholder Representative shall be provided an opportunity to review such Tax Return and supporting work papers and schedules prior to the filing of such Tax Return. No such Tax Return shall be filed without the consent of the Unitholder Representative, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Agreement to the contrary, including the previous sentence, it is understood that the Company shall (i) determine whether the Company and any of its Subsidiaries will make an election under Section 754 of the Code for any period, (ii) make any determinations as to the fair market value of assets of the Company and any of its Subsidiaries as of the Closing Date for purposes of the Tax Returns of the Company and any of its Subsidiaries, including those related to any election under Section 754 of the Code and any allocations of taxable income in accordance with Section 704(c) of the Code and the principles thereunder, which determinations shall require the consent of the Unitholder Representative, not to be unreasonably withheld; provided, however, that the failure of the Unitholders Representative to consent to remedial or curative allocations shall always be considered reasonable, (iii) take any actions so that the Company and each of its Subsidiaries allocate Taxes between the Pre-Closing Period and the Post-Closing Period by closing the books as of the Closing Date, without using the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any pro-ration Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of income 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 losses or any similar method the denominator of which is the number of days in the entire Taxable period, and (ivy) make in the case of any determination as Tax based upon or related to whether income or receipts be deemed equal to the Merger, together amount which would be payable if the relevant Taxable period ended on the Closing Date. All Tax Returns described in this Section 10.1 (a) shall be prepared in a manner consistent with other transactions contemplated by this Agreement, constitutes past practice unless a merger or consolidation within the meaning of Treasury Regulation Section 1.708-1(c), and if so the form past practice has been finally determined to be adopted incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax laws (or the judicial or administrative interpretations thereof). Following the Closing Date, Buyer shall be responsible for such merger preparing, or consolidation for U.S. causing to be prepared, all other Tax Returns required to be filed by Kivex after the Closing Date. (b) For federal income tax purposes, which determination the taxable year of Kivex shall require the consent end as of the Unitholder Representativeclose of the Closing Date and, not with respect to be unreasonably withheld.all other Taxes, PennCorp and

Preparation of Tax Returns; Payment of Taxes. For the avoidance of doubt, following the Closing (i) The Stockholders Representative shall cause the Company shall fileto file all the federal, or cause to be filedstate, all local and foreign Tax Returns required to be filed by or on behalf of the Company and/or on or prior to the Closing Date after giving effect to any of its Subsidiariesextensions, and shall pay or cause to be paid any and all Taxes due on or before the Closing Date (including with respect to such returns, except for income taxes payable under applicable Tax law by the members of the Company (that had such status Returns filed on or prior to the Closing Date), except (x) in their capacities as members to the extent that such Taxes are with respect to the 2014 or any previous taxable year, and either (I) a liability for such Taxes is specifically accrued on the audited balance sheet of the Company. In Company included in the case Financial Statements or the amount of any such Tax Return that could have an impact on any liability for such Taxes is otherwise disclosed in the notes to such Financial Statements or (II) the Company has disclosed to Parent in reasonable detail the amount of such liability for such Taxes and the reasons therefor in Section 11.6 of the UnitholdersCompany Disclosure Letter, or (y) to the extent that such Taxes are with respect to the taxable year beginning on January 1, 2015, and such Taxes arise directly as a result of the conduct of the business of the Company in the Ordinary Course of Business. All Tax Returns described in this Section 11.6(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 Stockholders Representative shall cause the Company to provide the Unitholder Representative Parent with a copy copies of such completed Tax Return Returns at least twenty (20) 30 days prior to the filing date, and the Unitholder Representative Parent shall be provided an opportunity to review and approve such Tax Return Returns and supporting work papers and schedules prior to the filing of such Tax Return. No such Tax Return shall be filed without the consent of the Unitholder Representative, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Agreement to the contrary, including the previous sentence, it is understood that the Company shall (i) determine whether the Company and any of its Subsidiaries will make an election under Section 754 of the Code for any period, (ii) make any determinations as to the fair market value of assets of the Company and any of its Subsidiaries as of the Closing Date for purposes of the Tax Returns of the Company and any of its Subsidiaries, including those related to any election under Section 754 of the Code and any allocations of taxable income in accordance with Section 704(c) of the Code and the principles thereunder, which determinations shall require the consent of the Unitholder Representative, not to be unreasonably withheldReturns; provided, however, that the failure Stockholders shall not be required to indemnify the Parent Indemnitees for any increase in the Tax liability of the Unitholders Representative Company for a taxable period in respect of which a Tax Return described in this Section 11.6(b)(i) is filed to consent the extent that such increase in Tax liability is directly attributable to remedial or curative allocations shall always be considered reasonablea position taken on a Tax Return for such taxable period that (i) is inconsistent with prior practice, (ii) is taken only at the direction of Parent and (iii) take any actions so that the Company and each of its Subsidiaries allocate Taxes between the Pre-Closing Period and the Post-Closing Period by closing the books as of the Closing Date, without using any pro-ration of income and losses or any similar method and for which there is not "substantial authority" (iv) make any determination as to whether the Merger, together with other transactions contemplated by this Agreement, constitutes a merger or consolidation within the meaning of Treasury Regulation Section 1.708-1(c6662 of the Code). The failure of the Parent to propose any changes to any such Tax Return within such 30 days shall be deemed to be an indication of its approval thereof. The Stockholders Representative and Parent 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 11.6(f) which shall be binding on the parties. (ii) Following the Closing, Parent shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. With respect to any Tax Return for a taxable period that ends on or before the Closing Date or that includes (but does not end on) the Closing Date and has not yet been filed, to the extent any Taxes shown due on any such Tax Return are to be borne by the Stockholders pursuant to Section 11.6(a), (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax laws; (B) Parent shall provide the Stockholder Representative with copies of such Tax Return at least 30 days prior to the due date for filing such return; and if so (C) the form Stockholder Representative shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns for 20 days following receipt thereof. The failure of the Stockholder Representative to propose any changes to any such Tax Return within such 20 days shall be deemed to be adopted an indication of its approval thereof. The Stockholder Representative and Parent 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 merger Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 11.6(f), which shall be binding on the parties. Parent shall file or consolidation cause to be filed all such Tax Returns and shall, subject to receiving the payments from the Stockholders referred to in Section 11.6(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 the Parent Indemnitees to receive indemnification pursuant to any provision in this Agreement. (iii) Not later than five days before the due date for U.S. payment of Taxes with respect to any Tax Returns which Parent has the responsibility to file, the Stockholders shall pay to Parent an amount equal to that portion of the Taxes shown on such return for which the Stockholders have an obligation to indemnify the Parent Indemnitees pursuant to the provisions of Section 11.6(a). (iv) For federal income tax purposes, the taxable year of the Company shall end as of the close of business on the Closing Date and, with respect to all other Taxes, the Stockholders and Parent will, unless prohibited by applicable law, close the taxable period of the Company as of the close of business on the Closing Date. Neither the Stockholders nor Parent shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then Taxes, if any, attributable to the taxable period of the Company beginning before and ending after the Closing Date shall be allocated (i) to the Stockholders for the period up to and including the Closing Date, except to the extent that such Taxes arise directly as a result of the conduct of the business of the Company in the Ordinary Course of Business, in which case and to such extent such Taxes shall be allocated to the Company, and (ii) to the Company for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by Parent and shall be made by means of a closing of the books and records of the Company as of the close of business 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 period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Parent shall provide the Stockholder Representative with a schedule showing the computation of the allocation at least 30 days prior to the due date for filing a Tax Return which includes the Closing Date. The Stockholder Representative shall have the right to review such schedule, and Parent and the Stockholder Representative shall attempt in good faith mutually to resolve any disagreements regarding the determination of such allocation. Any disagreements regarding such determination shall require be resolved pursuant to Section 11.6(f). Any amount owing from the consent Stockholders under this Section 11.6(b)(iv) shall be paid no later than five days prior to the filing of the Unitholder Representative, not to be unreasonably withheldunderlying Tax Return.

Preparation of Tax Returns; Payment of Taxes. For (a) The Seller Representative, at the avoidance of doubtSellers’ expense, following the Closing the Company shall file, prepare or cause to be filed, prepared all Tax Returns for the Company for any Tax period ending on or prior to the Closing Date but that are required to be filed by or on behalf after the Closing Date. All such Tax Returns shall be prepared in a manner consistent with the past practice and custom of the Company and/or any of its Subsidiaries, and shall pay or cause to be paid any and all Taxes due with respect to such returns, except for income taxes payable under applicable Tax law by the members of the Company (that had such status prior to the Closing Date) in their capacities as members of the Companyextent consistent with applicable Law. In the case of any such Tax Return that could have an impact on any of the Unitholders, the Company shall provide the Unitholder Representative with a copy of such completed Tax Return at At least twenty (20) days prior to the filing date, and the Unitholder Representative shall be provided an opportunity to review any such Tax Return and supporting work papers and schedules prior to (taking into account any extension) (or if such date is within twenty (20) days following the filing Closing Date, as promptly as practicable following the Closing Date), the Seller Representative, on behalf of the Sellers, shall submit a copy of such Tax Return. No such Tax Return shall be filed without the consent of the Unitholder RepresentativeReturns to Purchaser for Purchaser’s review, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Agreement to the contrary, including the previous sentence, it is understood that the Company shall (i) determine whether the Company comment and any of its Subsidiaries will make an election under Section 754 of the Code for any period, (ii) make any determinations as to the fair market value of assets of the Company and any of its Subsidiaries as of the Closing Date for purposes of the Tax Returns of the Company and any of its Subsidiaries, including those related to any election under Section 754 of the Code and any allocations of taxable income in accordance with Section 704(c) of the Code and the principles thereunder, which determinations shall require the consent of the Unitholder Representative, approval not to be unreasonably withheld; provided, howeverconditioned or delayed). Purchaser shall timely file, that or cause to be timely filed (in each case, taking into account any extensions validly obtained) any such Tax Returns as finally determined pursuant to this Section 8.3(a). The Sellers shall pay to Purchaser all Taxes required to be paid with such Tax Returns at least five (5) Business Days before the failure filing of the Unitholders Representative Tax Return. (b) Purchaser shall, at the Company’s expense, prepare and timely file, or cause to consent be prepared and timely filed, any Tax Return required to remedial or curative allocations shall always be considered reasonable, (iii) take any actions so that filed by the Company and each of its Subsidiaries allocate Taxes between the Pre-Closing for a Straddle Period and the Post-Closing (a “Straddle Period by closing the books as of Tax Return”). At least twenty (20) days prior to filing any such Straddle Period Tax Return (taking into account any extension ) (or if such date is within twenty (20) days following the Closing Date, without using any pro-ration of income and losses or any similar method and (iv) make any determination as to whether promptly as practicable following the Merger, together with other transactions contemplated by this Agreement, constitutes a merger or consolidation within the meaning of Treasury Regulation Section 1.708-1(cClosing Date), and if so Purchaser shall submit a copy of such Straddle Period Tax Return to the form to be adopted for such merger or consolidation for U.S. federal income tax purposesSeller Representative, which determination shall require the consent on behalf of the Unitholder RepresentativeSellers, for review, comment and approval (not to be unreasonably withheld, conditioned or delayed). With respect to Taxes of the Company relating to a Straddle Period, the parties agree that the portion of such Tax that relates to the portion of such Straddle Period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income, receipts, expenditures or wages, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (A) the numerator of which is the number of days in the Straddle Period ending on the Closing Date and (B) the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income, receipts, expenditures or wages, be determined as though the taxable year of the Company terminated at the close of business on the Closing Date (and for such purpose, the taxable period of any “controlled foreign corporation” (within the meaning of Section 957 of the Code) and any partnership or other pass-through entity shall be deemed to terminate at such time). The Sellers shall pay to Purchaser an amount equal to the amount of any Taxes reflected on such Tax Returns that relate to a Pre-Closing Tax Period at least five (5) Business Days before the filing of the Tax Return. The preparation and filing of any Tax Return of the Company that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of Purchaser. (c) Purchaser and the Seller Representative, on behalf of the Sellers, shall attempt in good faith to resolve any dispute arising in connection with any Tax Return required to be filed by Purchaser pursuant to this Section 8.3. If Purchaser and the Seller Representative, on behalf of the Sellers, are unable to reach such agreement, the disputed items shall be resolved by the Arbitration Firm for resolution on at least a more-likely-than-not basis. For this purpose, the procedures set forth in Section 2.4(b)(iv) shall apply, mutatis mutandis and all fees and expenses of the Arbitration Firm shall be borne by the parties in the manner set forth in Section 2.4(b)(iv). Any determinations made by the Arbitration Firm in connection with the foregoing shall be conclusive and binding on the parties.

Preparation of Tax Returns; Payment of Taxes. For (a) Sellers will be responsible for payment of all Taxes (or the avoidance of doubt, following the Closing the Company shall file, or cause to be filed, all Tax Returns required to be filed by or on behalf non-payment thereof) of the Company and/or for all Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period. In the case of its Subsidiaries, and shall pay or cause to be paid any and all Taxes due that are payable with respect to a Straddle Period, the portion of any such returns, except for income taxes payable under applicable Tax law by that is allocable to the members portion of the Company taxable period ending on the Closing Date shall be: (i) in the case of Taxes that had are either (x) based upon or related to income receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be payable (after giving effect to amounts which may be deducted from or offset against such status prior to Taxes) if the taxable period ended on the Closing Date; and (ii) in their capacities as members the case of Taxes imposed on a periodic basis with respect to the assets of the Company, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this Section 7.7(a)(ii) taking into account the type of Tax to which such credit or refund relates. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.7(a)(ii) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with the prior practices of the Company. (b) Subject to Section 7.7(a) above, Buyer shall prepare and file (or cause the Company to prepare and file) all Tax Returns that relate to the Company and are required to be filed after the Closing Date with respect to taxable periods ending on or before the Closing Date and Straddle Periods. With respect to any such Tax Return that could have an impact on any of the Unitholders, required to be filed with respect to the Company and as to which Taxes are allocable to Sellers under Section 7.7(a) above, Buyer shall provide the Unitholder Representative Sellers with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to Sellers at least twenty thirty (2030) days prior to the due date (including any extension thereof) for filing datesuch Tax Return, and Sellers shall have the Unitholder Representative right to review and comment on such Tax Return. Such Tax Return and statement shall be provided an opportunity to review final and binding on Sellers unless, within ten (10) days after the date of delivery by Buyer of such Tax Return and supporting work papers statement, Sellers deliver to Buyer a written request for changes to such Tax Return or statement. If Sellers deliver such a request, then Sellers and schedules Buyer shall undertake in good faith to resolve the issues raised in such request prior to the due date (including any extension thereof) for filing of such Tax Return. No If Sellers and Buyer are unable to resolve any such Tax Return shall be filed without issue by the consent earlier of the Unitholder Representative, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Agreement to the contrary, including the previous sentence, it is understood that the Company shall (i) determine whether ten (10) days after the Company and any date of its Subsidiaries will make an election under Section 754 receipt by Buyer of the Code request for any period, changes and (ii) make any determinations as ten (10) days prior to the fair market value of assets due date (including any extension thereof) for filing of the Company Tax Return in question, then Buyer shall engage an accountant (in the same manner as provided in Section 1.4 above) to resolve such dispute. The determination of such accountant shall be final and binding on the parties hereto. If such accountant is unable to make its determination with respect to any of its Subsidiaries as of disputed item prior to the Closing Date due date (including any extension thereof) for filing such Tax Return, then Buyer may treat such item, solely for purposes of filing the applicable Tax Return, as it determines in its sole discretion, and may cause the Tax Returns of the Company and any of its Subsidiaries, including those related to any election under Section 754 of the Code and any allocations of taxable income in accordance with Section 704(c) of the Code and the principles thereunder, which determinations shall require the consent of the Unitholder Representative, not Return to be unreasonably withheldfiled; provided, however, that that, in such a case, such accountant shall make its determination with respect to the failure disputed items, and the determination of such accountant shall control the rights of the Unitholders Representative to consent to remedial or curative allocations shall always be considered reasonable, (iii) take any actions so that the Company parties under this Agreement. The costs and each of its Subsidiaries allocate Taxes between the Pre-Closing Period and the Post-Closing Period by closing the books as expenses of the Closing Dateaccountant shall be shared equally by Buyer, without using any pro-ration of income and losses or any similar method and (iv) make any determination as to whether on the Merger, together with other transactions contemplated by this Agreement, constitutes a merger or consolidation within the meaning of Treasury Regulation Section 1.708-1(c)one hand, and if so Sellers on the form to be adopted for other hand. (c) Sellers and Buyer shall provide each other with such merger or consolidation for U.S. federal income tax purposes, which determination shall require the consent cooperation and information as either of them reasonably may request of the Unitholder Representativeother in filing any Tax Return, not to be unreasonably withheldamended Tax Return or claim for refund, determining a liability for Taxes or a right of refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes.