Common use of Preparation of Tax Returns Clause in Contracts

Preparation of Tax Returns. (a) Each Party shall prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensions, all Tax Returns required to be filed by such Party or any of its Subsidiaries (the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Returns. To the extent that any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance with the Past Practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. (b) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books method.”

Preparation of Tax Returns. (a) Each Party 9.1.1 The Seller shall prepare and timely file, file (or cause to be prepared procure the preparation and timely filed, taking into account applicable extensions, filing of) all Tax Returns in respect of the Group Entities in a manner and on a basis consistent with past practice, to the extent that these are required to be filed on or prior to the Closing Date. 9.1.2 The Purchaser shall prepare and file (or procure the preparation and filing of) all Tax Returns in respect of the Group Entities not covered by Paragraph 9.1.1. The Seller shall provide the Purchaser such Party or any information and render the Purchaser such assistance as is necessary and reasonable to ensure the proper and timely completion and filing of its Subsidiaries (the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Returns. To the extent that any such Tax Returns reflect Taxes that are payable by another Party pursuant Return relates to this Agreement (the “Reviewing Party”), such a Straddle Tax returns shall be prepared in accordance with the Past Practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includesPeriod, the Realignment Date of Seller shall have the Realigned Entity, without the prior written approval (not right to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. (b) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on review such Tax Return at least thirty twenty (3020) days (or, in Business Days prior to the case of a Tax Return with a Due Date fewer than fourty-five (45) days following due date for filing thereof and the end of the taxable period to which Purchaser shall not file such Tax Return relateswithout the prior written consent of Seller, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval consent not to be unreasonably delayed, conditioned delayed or withheld)denied. (c) In 9.1.3 The Seller shall cancel any existing authority held by any employee or agent of or adviser to the event Seller or the Group Entities to sign Tax Returns on behalf of any dispute regarding any Tax Return, or the Group Entities with effect from the Closing Date. 9.1.4 The Purchaser shall procure that the Group Entities nor any other matter referred to member of the Purchasers’ Tax Group shall take any position in this Agreement, the Tax Officer of each Party involved Returns relating to the Group Entities that is contrary to the position that the Seller or the Group Entities have taken or will take in the dispute shall cooperate in good faith Tax Returns relating to resolve such dispute. Any dispute the period up to and including the Effective Time, except to the extent that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute Purchaser reasonably determines that such senior executives are unable position is contrary to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1applicable Law. In such case Purchaser shall notify Seller and the event that any dispute is not resolved Seller shall have the right to review such Tax Return at least twenty (whether pursuant to good faith cooperation or by the Dispute Resolution Firm20) Business Days prior to the Due Date due date for filing thereof and the filing of any such Tax Return, Purchaser shall not file such Tax Return shall without the prior written consent of Seller, such consent not to be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolutionunreasonably delayed or denied. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books method.”

Preparation of Tax Returns. (a) Each Party CSK shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and timely filed, when due (taking into account applicable extensionsany valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by such Party or any of its Subsidiaries the Company hereunder at least 30 days prior to the due date (the “Preparing Party”as extended) and shall pay, or cause to be paid, all Taxes shown as due and payable on for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that any the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Returns reflect Taxes that are payable by another Party pursuant Return which the Company is required to this Agreement (prepare under the “Reviewing Party”), such Tax returns terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Past Practice of Tax Returns in question (unless such past practices are no longer permissible under the Reviewing Party Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in respect of accordance with reasonable Tax accounting practices selected by the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this AgreementCompany and CSK. (b) The Preparing Party CSK and the Company shall submit prepare and provide to each other such Tax information as is reasonably requested by the other party with respect to the Reviewing Party a draft operations, ownership, assets or activities of the WISCO Business, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary to the extent such information is relevant to any Tax Return that reflects Taxes payable by which CSK or the Reviewing Party pursuant Company has the right and obligation hereunder to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld)file. (c) In To the event extent necessary to comply with the provisions of any dispute regarding any Tax ReturnSection 8.1, or any other matter referred to in this Agreementas between CSK and the Company, the party not preparing a Tax Officer of each Party involved in Return shall pay the dispute shall cooperate in good faith to resolve party preparing such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior Return an amount equal to the Due Date for non-preparing party's share of the filing of any Taxes shown on such Tax Return, if any, determined in accordance with the principles of Section 8.1, not later than 2 Business Days before the filing of such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolutionReturn. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books method.”

Preparation of Tax Returns. (ai) Each Party shall prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensionsUnless otherwise required by law, all Tax Returns including a member of the Horizon Group filed after the date of this Agreement with respect to a Pre-Distribution Taxable Period shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which such Tax Returns and accruals involving similar items have been filed. All decisions relating to the preparation of such Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for such preparation. (ii) TriMas shall determine the items of income, gain, deduction, loss and credit of each member of the Horizon Group that must be included in the federal Income Tax Return of the TriMas Consolidated Group or any other Combined Return for any Pre-Distribution Taxable Year by closing the books of the members of the Horizon Group at the Distribution Date. (iii) Horizon shall, and shall cause each other member of the Horizon Group to, prepare and submit at TriMas’s request (and in no event later than 60 days after such request), at Horizon’s expense, all information that TriMas shall reasonably request, in such form as TriMas shall reasonably request, to enable TriMas to prepare any Income Tax Return or Other Tax Return required to be filed by such Party or any of its Subsidiaries (the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Returns. To the extent that any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance with the Past Practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods TriMas pursuant to this Agreement. TriMas shall make any such Income Tax Return or Other Tax Return and related workpapers available for review by Horizon to the extent such return relates to Taxes for which any member of the Horizon Group would reasonably be expected to be liable. (biv) The Preparing Party Except as required by applicable law or as a result of a Final Determination, neither TriMas nor Horizon shall submit to (nor shall either cause or permit any other members of the Reviewing Party a draft TriMas Group or Horizon Group, respectively, to) take any position that is either inconsistent with the treatment of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement Spin-Off-Related Transactions as having Tax-Free Status (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of status under state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or with respect to a specific item of income, deduction, gain, loss or credit on an Income Tax Return or Other Tax Return, treat such specific item in a manner which is inconsistent with the manner such specific item is reported on an Income Tax Return or Other Tax Return prepared or filed by TriMas pursuant to this Section 3(b) (including the claiming of a deduction previously claimed on any other similar provision of state such Income Tax Return or local law, and all allocations between taxable periods shall be made on a “closing of the books methodOther Tax Return).”

Preparation of Tax Returns. (ai) Each In the absence of a controlling change in law, or except as otherwise set forth in this Agreement, all Combined Tax Returns filed after the date of this Agreement shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which such Tax Returns and accruals involving similar items have been filed. Except as otherwise provided in this Agreement, all decisions relating to the preparation of such Tax Returns shall be made in the sole discretion of the Filing Party; provided, however, that the Non-filing Party shall have the right to review and comment on such Tax Returns prior to the filing thereof. (ii) The Filing Party for a Straddle Period Combined Return shall determine the items of income, gain, deduction, loss and credit of each member of the Non-filing Party’s Group that must be included in such Combined Return by closing the books of such members of the Non-filing Party’s Group at the Distribution Date. (iii) The Non-filing Party shall, and shall cause each other member of its Group that is included in such Combined Return to, prepare and timely filesubmit at the Filing Party’s request (and in no event later than 60 days after such request), or cause to be prepared and timely filed, taking into account applicable extensionsat its own expense, all information that the Filing Party shall reasonably request, in such form as the Filing Party shall reasonably request, to enable the Filing Party to prepare any Combined Income Tax Returns Return or Other Tax Return required to be filed by such Party or any of its Subsidiaries (the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Returns. To the extent that any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance with the Past Practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. The Filing Party shall make any such Tax Return and related workpapers available for review by the Non-filing Party to the extent such Tax Return relates to Taxes for which any member of the Non-filing Party’s Group would reasonably be expected to be liable. (biv) The Preparing Party Except as required by applicable law or as a result of a Final Determination, neither Remainco nor Spinco shall submit to (nor shall either cause or permit any other members of the Reviewing Party a draft Remainco Group or Spinco Group, respectively, to) take any position that is either inconsistent with the treatment of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement Spin-Off-Related Transactions as having Tax-Free Status (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of status under state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or with respect to a specific item of income, deduction, gain, loss or credit on an Income Tax Return or Other Tax Return, treat such specific item in a manner which is inconsistent with the manner such specific item is reported on an Income Tax Return or Other Tax Return prepared or filed by either Party pursuant to Section 3(b) hereof (including the claiming of a deduction previously claimed on any other similar provision of state such Income Tax Return or local law, and all allocations between taxable periods shall be made on a “closing of the books methodOther Tax Return).”

Preparation of Tax Returns. (a) Each Party The Sellers’ Representative shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns in respect of the Company and LLC that are required to be filed (taking into account any extension) before the Closing Date and have not been filed, and the Sellers shall pay, or cause to be paid, all Taxes of Company due before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of such Company or LLC with respect to such items, except as required by applicable Law. At least ten (10) days prior to filing any such Tax Return, including the Income Tax Returns filed by the Sellers’ Representative, the Sellers’ Representative shall submit a copy of such Tax Return to Purchaser for Purchaser’s review. Sellers’ Representative shall consider in good faith any comment that the Purchaser submits to Sellers’ Representative no less than five (5) Business Days prior to the due date of the applicable Tax Return. (b) Purchaser shall prepare or cause to be prepared in accordance with the past practice of such Company or LLC (except as otherwise required by applicable Law), and timely file or cause to be timely filed, all Tax Returns with respect to the Company and LLC for any Tax period ending prior to the Closing Date but that are required to be filed after the Closing Date. Purchaser shall deliver such Tax Returns at least ten (10) days prior to the due date (taking into account any extension) for the filing of such Tax Returns to the Sellers’ Representative for his review. Purchaser shall consider in good faith any comment that the Sellers’ Representative submits to Purchaser no less than five (5) Business Days prior to the due date of such Tax Returns. Notwithstanding the foregoing, the Sellers’ Representative shall prepare and file or cause to be filed all Income Tax Returns for the Company and LLC for any Tax period ending on the Closing Date. Sellers shall pay, or cause to be paid, Taxes due with respect to Tax Returns described in this Section 8.03(b) except to the extent such Taxes are taken into account in the determination of the Final Net Working Capital. In the event a payment described in the preceding sentence is to be remitted by the Company or LLC to a Taxing Authority, Sellers shall pay, or cause to be paid such payment to the Company at least two (2) Business Days before payment of such Taxes (including estimated Taxes, if applicable) are due to the Taxing Authority. (c) Purchaser shall prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensions, all any Tax Returns Return required to be filed by the Company or LLC for a Straddle Period (a “Straddle Period Tax Return”). Purchaser shall deliver such Party Straddle Period Tax Returns at least ten (10) days prior to the due date for the filing of such Straddle Period Tax Return to the Sellers’ Representative for his review a draft of such Straddle Tax Return. Purchaser shall reflect any reasonable comment that the Sellers’ Representative submits to Purchaser no less than five (5) Business Days prior to the due date of such Straddle Period Tax Return. (d) With respect to Taxes of the Company or any LLC relating to a Straddle Period, the Sellers shall pay to Purchaser the amount of its Subsidiaries (such Taxes allocable to the “Preparing Party”) and shall payportion of the Straddle Period that is deemed to end as of the Closing on the Closing Date, or cause except to be paid, all Taxes shown as due and payable on such Tax Returns. To the extent that such Taxes are taken into account in the determination of the Final Net Working Capital. In the case of any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”)imposed on a periodic basis, such Tax returns shall be prepared in accordance with the Past Practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. (b) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to the portion of such TaxesStraddle Period ending as of the Closing on the Closing Date shall (i) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, 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 Straddle Period multiplied by a Tax Return with a Due Date fewer than fourty-five fraction (45A) the numerator of which is the number of days following in the end Straddle Period ending as of the Closing 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 or receipts, be determined as though the taxable period to which year of the Company or LLC terminated as of the Closing on the Closing Date. The Sellers shall make such Tax Return relatespayment at least two (2) Business Days before payment of Taxes (including estimated Taxes, a reasonable amount of timeif applicable) prior is due to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld)Taxing Authority. (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books method.”

Preparation of Tax Returns. (ai) Each Party The Members’ Representative, at the Members’ cost and expense, shall prepare and timely file, file or cause to be prepared and timely filed, all income Tax Returns with respect to the Company for all taxable periods ending on or before the Closing Date (taking into account extensions) for which items of income, deduction, credits, gains or losses are passed through to the Members under applicable extensions, all Tax Returns required to be filed by such Party or any of its Subsidiaries Law (the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Pass-Through Returns. To the extent that any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns . All Pass-Through Returns shall be prepared in accordance with the Past Practice existing procedures, practices, and accounting methods of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as Company, unless otherwise required by applicable lawLaw. Each Pass-Through Return shall be submitted to Buyer for Buyer’s review and comment at least twenty (20) days prior to the due date of such Pass-Through Return (taking into account extensions), no Party and the Members’ Representative shall file consider in good faith any amended reasonable comments made by Buyer on any such Tax Return for a Realigned Entity for prior to filing such Pass-Through Return. The Members shall pay all Taxes due based upon any taxable period ending on or before, or that includes, the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this AgreementTax Return. (bii) The Preparing Party Buyer and the Company shall submit prepare or cause to be prepared, and Buyer shall cause the Company to file, all Tax Returns of the Company for Pre-Closing Tax Periods that are due after the Closing Date, other than Pass-Through Returns. All such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company, unless otherwise required by applicable Law. Each such income Tax Return or other material Tax Return shall be submitted to the Reviewing Party a draft Members’ Representative for the Members’ Representative’s review and comment (A) in the case of any income Tax Return, at least twenty (20) days prior to the due date of such income Tax Return (taking into account extensions) and (B) in the case of any other material Tax Return that reflects Taxes payable by shows an amount for which the Reviewing Party Members are responsible for pursuant to the terms of this Agreement (or Agreement, as soon as reasonably practicable prior to the extent practicable the portion due date of such Tax Return that relates to such Taxes) along with a statement setting forth (taking into account extensions), and Buyer shall consider in good faith any reasonable comments made by the calculation of Members’ Representative in any such Tax Return prior to filing such Tax Return. The Members’ Representative shall pay to Buyer those Taxes shown as due and payable on any such Tax Return at least thirty (30) days (or, in the case of a and with respect to any Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior Returns for any Straddle Period allocated to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute Company in a manner consistent with Section 6.7(c)) no later than five (5) Business Days before Buyer is required to file such resolution. Tax Returns with the applicable Governmental Authority (d) Notwithstanding anything taking into account any extensions timely filed by the Company), except to the contrary extent the amount of any such Taxes was included in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution DateClosing Indebtedness Amount, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books methodfinally determined.”

Preparation of Tax Returns. (a) Each Party Subject to Section 9.2, GCL shall prepare and timely file, or cause to be prepared and filed on a timely filed, taking into account applicable extensions, basis all Tax Returns for the Company for (a) any Pre-Closing Tax Period ending on or before the Closing Date and (b) for any Straddle Period for which Tax Returns are required to be filed by such Party or any of its Subsidiaries (the “Preparing Party”) prepared and shall payfiled, or cause to be paidin each case, for greater certainty, including all Taxes shown as due and payable on such Tax Returns. To the extent that any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance with the Past Practice filings of the Reviewing Party Company related to the Pre-Closing Reorganization and all Tax elections of the Company in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended a Pre-Closing Tax Return for a Realigned Entity for any taxable period ending on or before, or Period that includes, the Realignment Date of the Realigned Entity, without the prior written approval (not are to be unreasonably withheldfiled (or amended) following Closing (all Tax Returns, conditioned or delayedfilings and elections referred to in clause (a) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. and (b) The Preparing Party above collectively being referred to herein as the “Stub Period Returns”). GCL shall submit to prepare each Stub Period Return on a basis consistent with (i) Applicable Law, and (ii) the Reviewing Party past practices and procedures. Notwithstanding the foregoing, in any Stub Period Return, the Company shall not deduct: (a) any amount in the nature of a draft of reserve or claim any Tax Return credit that reflects Taxes payable by would require the Reviewing Party pursuant Company to this Agreement (or include in a tax period ending after the Closing Time any amount of income, except to the extent practicable the portion of such Tax Return that relates to such Taxes(i) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of any such credit, the Tax liability in respect of such income (determined as though such income were the only income or loss of the Company for the tax period and without regard for the availability of any loss carry-forwards or carry-backs from a Tax period beginning on or after the Closing Time) is taken into account in calculating the Purchase Price or reduces a refund or credit of Taxes to which Vendor is entitled in accordance with Section 9.5, or (ii) in the case of any reserve, a corresponding reserve or other liability is taken into account in calculating the Purchase Price, or (b) any amount in respect of Company Assets that are “depreciable property”(as that term is defined in subsection 13(21) of the ITA), or (c) any amount in respect of Company Assets that are “Canadian resource property”(as that term is defined in subsection 66(15) of the ITA). GCL shall provide to the Purchaser for its review a draft of each Stub Period Return no later than 30 days in the case of an income Tax Return, and 10 days in the case of any other Tax Return, prior to the due date for filing such Tax Return with a Due Date fewer than fourty-five (45) the appropriate Governmental Authorities. The Purchaser shall notify GCL in writing within 15 days following in the end case of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any an income Tax Return, or and 5 days in the case of any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, after delivery of a Stub Period Return if it has any reasonable comments with respect to items set forth in such Tax Return Stub Period Return. GCL shall be timely filed by incorporate all such comments that comply with the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolutionforegoing. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books method.”

Preparation of Tax Returns. (a) Each Party The BOC Group shall -------------------------- prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensionsany Return relating to any Subsidiary, all Tax Returns required to be filed by such Party or any of its Subsidiaries (the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Returns. To the extent that any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance with the Past Practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending that ends on or before, or that includes, before the Realignment Date Closing Date. Such Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreementany item is required by an intervening change in law. (b) The Preparing Party Purchaser shall submit prepare and file, or cause to be prepared and filed, any Return relating to any Subsidiary for any taxable period that ends after the Reviewing Party Closing Date. Such Returns for any taxable period that includes the Closing Date shall be prepared on a draft basis consistent with those prepared for prior taxable periods unless a different treatment of any Tax Return that reflects Taxes payable item is required by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, an intervening change in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld)law. (c) The BOC Group shall be entitled to review and comment on any Returns for any Subsidiary for any taxable period that includes the Closing Date before it is filed. In the event case of any dispute regarding any Tax Return, or any other matter referred to in this AgreementNon-U.S. Subsidiary, the Purchaser shall submit a draft of any such Return to the BOC Group at least 60 days before the date such Return is required to be filed with the relevant Tax Officer authority. The BOC Group shall have 25 days after the date of each Party involved receipt thereof to submit to the Purchaser in writing the dispute BOC Group's comments with respect to such Return. The Purchaser shall cooperate notify the BOC Group within 10 days after receipt of such comments of (i) the extent, if any, to which the Purchaser accepts such comments and will file such Return in accordance therewith and (ii) the extent, if any, to which the Purchaser rejects such comments. In the case of any U.S. Subsidiary, the Purchaser agrees to consult with the BOC Group in connection with the preparation and filing of any Returns of such Subsidiary for any taxable period that includes the Closing Date and to consider in good faith to resolve such dispute. Any dispute any comments that the Tax Officers are unable BOC Group may make with respect to resolve shall any position to be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve taken on such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolutionReturns. (d) Notwithstanding anything In the case of any Non-U.S. Subsidiary, to the contrary in this Agreement, for all Tax purposesextent the Purchaser rejects the comments of the BOC Group, the Parties shall report Purchaser and the BOC Group shall, within 5 days, appoint an independent public accounting firm of internationally recognized standing that does not then audit the books of the Purchaser, the BOC Group or any Extraordinary Transactions relevant Subsidiary to determine the correct manner for reporting the items that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignmentdispute. The Parties hereto BOC Group and the Purchaser agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local lawpromptly to provide to such accounting firm all relevant information, and all allocations between taxable periods such accounting firm shall have 10 days to submit its determination. The determination of such accounting firm shall be made on a “closing binding upon the parties and the Purchaser shall file such Return in accordance therewith. The fees and expenses of such accounting firm shall be paid one-half by the books methodBOC Group and one-half by the Purchaser.”

Preparation of Tax Returns. (a) Each Party The Company shall prepare prepare, or cause to be prepared, and timely file, or cause to be prepared and timely filed, taking into account applicable extensions, all Tax Returns of the Company that are required to be filed by such Party on or any of its Subsidiaries (before the “Preparing Party”) Closing Date and shall pay, or cause to be paid, pay all Taxes shown as due and payable on with such Tax Returns. To the extent that any All such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance with the Past Practice most recent past practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except Company (except as otherwise required by applicable law, no Party Law). Ignite CAN shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or beforeprepare, or that includescause to be prepared, the Realignment Date and timely file, or cause to be timely filed, all Tax Returns of the Realigned Entity, without the prior written approval (not Company that are required to be unreasonably withheldfiled after the Closing Date, conditioned or delayed) of the Party responsible for Taxes relating subject to such periods pursuant to this Agreement. (b) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable review and approval by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (orTransferors, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayedwithheld. All such Tax Returns with respect to a Pre-Closing Tax Period or Straddle Period that are to be prepared and filed by Ignite CAN pursuant to this Section 9.6(1) shall be (i) prepared and timely filed in a manner consistent with the most recent past practice of the Company and Section 9.6(2) (except as otherwise required by applicable Law) and (ii) delivered to the Representative designated by the Transferors (the “Transferor Representative”) for the Transferor Representative’s review no later than thirty (30) Business Days before the filing due date thereof (or, conditioned in respect of sales Tax Returns, ten (10) Business Days before the filing due date thereof). If the Transferor Representative approves the Tax Returns, then Ignite CAN shall file or withheldcause to be filed such Tax Returns. If, within twenty (20) days after the receipt of the Tax Returns (or, in respect of sales Tax Returns, five (5) Business Days before the filing due date thereof). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Transferor Representative notifies Ignite CAN that it disputes any of the contents of the Tax Officer Returns, then Ignite CAN and the Transferor Representative shall attempt to resolve their disagreement within five (5) days following the notification of each Party involved in such disagreement. If Ignite CAN and the Transferor Representative are not able to resolve their disagreement, then the dispute shall cooperate in good faith be submitted to an accountant mutually agreed to by the parties (the “Settlement Accountant”) as an expert and not an arbitrator, for resolution on at least a more-likely-than-not basis. Ignite CAN and the Representative shall use their reasonable efforts to cause the Settlement Accountant to resolve such disputethe disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. Any dispute that The determination of the Tax Officers are Settlement Accountant shall be final and binding on the parties. If the Settlement Accountant is unable to resolve shall be referred to a senior executive of each Party involved in the any such dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date due date (with applicable extensions) for the filing of any such relevant Tax Return, such Tax Return shall be timely filed as prepared by the Preparing Party and the Preparing Party agrees Ignite CAN subject to amend such Tax Return as necessary amendment, if necessary, to reflect the resolution of such the dispute in a manner consistent with such resolution. (d) Notwithstanding anything to by the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after RealignmentSettlement Accountant. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision cost of state or local law, and all allocations between taxable periods the services of the Settlement Accountant shall be made on a “closing borne by the party whose calculation of the books methodmatter in disagreement differs the most from the calculation as finally determined by the Settlement Accountant. The Transferor Representative (on behalf of the equity holders) shall pay to Ignite CAN the amount of Taxes due with respect to such Tax Returns prepared by Ignite CAN in each case not less than five (5) days prior the date on which the applicable Tax is required to be remitted to a Governmental Authority.”

Preparation of Tax Returns. (a) Each Party shall prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensions, all Tax Returns required to be filed by such Party or any of its Subsidiaries (the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Returns. To the extent that any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance with the Past Practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. (b) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourtyforty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-1.1502- 76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books method.”

Preparation of Tax Returns. (ai) Each Contributing Party shall prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensions, all Tax Returns required to be filed by such Party or any of its Subsidiaries (the “Preparing Party”) and shall pay, file or cause to be paid, timely filed all Taxes shown as Tax Returns of or relating to its respective Business or any member of its Target Group with respect to a Pre-Locked Box Tax Period (other than a Straddle Period) or that have a due and payable on such Tax Returnsdate (taking into account available extensions) prior to the Closing Date. To the extent that any All such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance with the Past Practice past practices of the Reviewing applicable member of such Target Group (including with respect to making, or failing to make, any Tax elections on or with such Tax Returns) unless there are no applicable past practices, in which case the applicable Contributing Party shall (i) prepare such Tax Return in good faith and in accordance with applicable Law and (ii) provide reasonably advance notice to the other Contributing Party. (ii) The Company shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of or relating to the Business or any member of the Target Group with respect to a Straddle Period that is due after the Closing Date (taking into account applicable extensions) (each, a “Company Return”). All such Tax Returns shall be prepared in accordance with past practices of the applicable member of such Target Group (including with respect to making, or failing to make, any Tax elections on or with such Tax Returns) unless (i) there are no applicable past practices, in which case the Company and the applicable Contributing Party shall mutually agree, acting in good faith, on the preparation of such Tax Return or (ii) the Company notifies the applicable Contributing Party in respect of the entities or operations giving rise to such Taxes. Except as otherwise writing that a different position is required by applicable lawLaw. (iii) The Company shall deliver to each Contributing Party for its approval, no at least thirty (30) Business Days prior to the due date for the filing of any material Company Return relating to a Straddle Period of such Contributing Party’s applicable Target Group (taking into account any applicable extensions), a copy of such Company Return, together with any additional information related to such Company Return that such Contributing Party may reasonably request. Such Contributing Party shall have the right to review such Company Return and additional information, if any, prior to the filing of such Company Return, and the Company shall reflect on such Company Return any reasonable comments that relate solely to a Pre-Locked Box Tax Period submitted by such Contributing Party and received by the Company at least ten (10) Business Days prior to the due date of such Company Return. No later than two (2) Business Days prior to the filing of any such Company Returns (taking into account available extensions), the applicable Contributing Party shall pay to the Company (in immediately available funds and in the applicable currency) the amount of Indemnified Taxes reflected on such Company Return. The Company shall promptly after filing provide (or cause the applicable member of the Target Group to provide) the applicable Contributing Party with a copy of each Company Return. (iv) Except as required by applicable Law, neither the Company nor any of its Affiliates (including the Target Groups) shall file any an amended Tax Return for a Realigned Entity for any taxable period ending on or beforeReturn, or that includesagree to any waiver or extension of the statute of limitations relating to Taxes with respect to, the Realignment Date of Target Groups or the Realigned Entity, Business that relates to a Pre-Locked Box Tax Period without the prior written approval consent of the applicable Contributing Party (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. (b) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books method.”

Preparation of Tax Returns. In the event of any dispute between Buyer and Seller relating to the preparation of any Tax Return pursuant to this Section 6.10(e), the dispute shall be settled by the Accounting Firm (aor such other Person reasonably acceptable to each Party) Each Party pursuant to procedures similar to those described in Section 2.07(b). (i) Buyer shall prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensions, all Tax Returns required to be filed by such Party or any of its Subsidiaries (the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on such Target Company Sale Period Tax Returns. To the extent that any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance with the Past Practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. (b) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at At least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date due date (taking into account any extensions) for such any Target Company Sale Period Tax Return for that is an Income Tax Return or a material Non-Income Tax Return, Buyer shall provide to Seller drafts of such Reviewing Party’s reviewTarget Company Sale Period Tax Return and shall, comment and approval (such approval not prior to be unreasonably delayedfiling thereof, conditioned or withheld). (c) make any changes requested by Seller. In the event of any dispute regarding any Tax Returnsuch requested changes, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved settled by the Dispute Resolution Accounting Firm (or such other Person reasonably acceptable to each Party) pursuant to procedures similar to those described in Section 8.12.07(b). In Without the event that prior Written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, Buyer will not (A) file or amend, or permit any dispute Target Company to file or amend, any Tax Return of any Target Company relating to any Pre-Closing Period, unless such amendment is not resolved (whether pursuant to good faith cooperation required by applicable Law, as agreed by Seller in Writing or determined by the Dispute Resolution FirmAccounting Firm (or other applicable Person) prior in resolution of a dispute under this Section 6.10(e), or such amendment reasonably could not increase Indemnified Company Taxes or (B) make any Tax election having retroactive effect, unless such election is required by applicable Law, as agreed by Seller in Writing or determined by the Accounting Firm (or other applicable Person) in resolution of a dispute under this Section 6.10(e), or such election reasonably could not increase Indemnified Company Taxes. If Buyer does not seek the Seller’s Written consent under this Section 6.10(e)(i) to file or amend a Tax Return or make an election having retroactive effect, then the Due Date Seller shall not be liable for and Buyer shall hold the filing of Sellers harmless from any such Tax Return, Damages resulting therefrom or any Damages with respect to such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolutionthat was restated, amended or modified. (dii) Notwithstanding anything The Foreign Income Tax Benefit Items shall be reported on applicable Income Tax Returns solely as income Tax deductions of the applicable Target Companies for a Pre-Closing Period and shall not be treated or reported as income Tax deductions for any Post-Closing Period unless (A) otherwise required by applicable Law or (B) otherwise available as a carryover to a Post-Closing Period after first being applied (whether as a deduction, carryover or carryback) to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502Pre-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books methodClosing Period.”

Preparation of Tax Returns. (a) Each Party Purchaser shall prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensions, all Tax Returns required of the Barteca Entities and the Blockers for any Pre-Closing Tax Period or Straddle Period that are due after the Closing Date (taking into account extensions validly obtained). With respect to be filed by such Party or any of its Subsidiaries (the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Returns. To the extent that any such Tax Returns reflect Taxes Return that are payable by another Party is a Pass-Through Tax Return or for which the Blocker Sellers or the Unitholders (other than any holder of Blocker Units) would reasonably be expected to have an indemnification obligation hereunder (including an obligation pursuant to this Agreement (the “Reviewing Party”Section 7.6(f) or Section 7.7), Purchaser shall (i) prepare such Tax returns shall be prepared Tax-Return in accordance with the Past Practice past practice of the Reviewing Party in respect of the entities applicable Barteca Entity or operations giving rise to such Taxes. Except as Blocker (unless otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, Law) and (ii) in the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. (b) The Preparing Party shall submit to the Reviewing Party a draft case of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant with respect to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such income Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least , no later than thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, and in the case of any Tax Return with respect to non-income Taxes, no later than ten (10) days prior to filing any such Tax Return, Purchaser shall provide to the Sellers’ Representative drafts of such Tax Return shall be timely filed and shall, prior to filing thereof, make any changes thereto reasonably requested in writing by the Preparing Party and Sellers’ Representative within ten (10) days of receipt thereof, to the Preparing Party agrees to amend extent such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. (d) Notwithstanding changes are permitted by applicable Law; provided, however, that notwithstanding anything to the contrary in this AgreementSection 7.6(b), for all Tax purposesPurchaser shall, the Parties shall report any Extraordinary Transactions that are caused or in its sole discretion, be permitted to occur by determine whether to make an election under Section 754 of the Code on any Pass-Through Tax Return with respect to a Party Tax period of a Barteca Entity ending on and including the Closing Date; provided, further, that Purchaser shall not be required to file any Tax Return, or take any position thereon, and clause (i) shall therefore not apply, to the extent that Purchaser or the applicable Barteca Entity or Blocker reasonably determine, with the written advice of independent Tax counsel, that there is not at least “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code (or any of their respective Subsidiaries on either the Dow Distribution Date corresponding or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign lawnon-U.S. Law), for a particular position. Similar principles If Purchaser is not authorized under applicable Law to execute and file any Tax Return prepared by Purchaser pursuant to this Section 7.6(b), Sellers’ Representative shall apply execute and file (or cause to be executed and filed) such Tax Return (as finally determined pursuant to this Section 7.6(b)) with the appropriate Tax Authority. Notwithstanding anything to the contrary herein, for purposes of making allocations this Section 7.6(b), to the extent any Tax liability would be recovered under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) R&W Policy (and 1.706-4(a)(3) not from the Blocker Sellers or any other similar provision of state or local lawthe Unitholders), and all allocations between taxable periods it shall not be made on a “closing taken into account as an obligation of the books methodBlocker Sellers and the Unitholders in determining whether the Blocker Sellers and the Unitholders have any indemnification obligation hereunder.”

Preparation of Tax Returns. (a) Each Party The Sellers shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns in respect of the Company and Pardot Europe that are required to be filed (taking into account any extension) before the Closing Date and have not been filed, and the Sellers shall pay, or cause to be paid, all Taxes of the Company and Pardot Europe due before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company or Pardot Europe, as the case may be, with respect to such items, except as required by applicable Law. At least ten (10) days prior to filing any such Tax Return, including the income Tax Returns filed by the Sellers’ Representative pursuant to Section 8.02(b), the Sellers shall submit a copy of such Tax Return to Purchaser for Purchaser’s review and approval, which approval shall not be unreasonably withheld. (b) Purchaser shall prepare or cause to be prepared in accordance with the past practice of the Company or Pardot Europe, as the case may be (except as otherwise required by applicable Law), and timely file or cause to be timely filed, all Tax Returns with respect to the Company and Pardot Europe for any Tax period ending prior to the Closing Date but that are required to be filed after the Closing Date; provided, that, the Sellers’ Representative shall file all federal, state, local and foreign income Tax Returns for the Company for the Tax period ending on the Closing Date as a result of the Company’s termination under Code Section 708(b)(1)(B), and the Sellers shall pay, or cause to be paid, all Taxes due with respect to such Tax Returns. Purchaser shall deliver at least ten (10) days prior to the due date (taking into account any extension) for the filing of such Tax Returns to the Sellers’ Representative for his review a draft of such Tax Returns. Purchaser shall consider in good faith any comment that the Sellers’ Representative submits to Purchaser no less than five (5) Business Days prior to the due date of such Tax Returns. The Sellers shall make the payment due to Purchaser under this Section 8.02(b) at least two (2) Business Days before payment of Taxes (including estimated Taxes, if applicable) is due to the Taxing Authority. (c) Purchaser shall prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensions, all any Tax Returns Return required to be filed by the Company or Pardot Europe for a Straddle Period (a “Straddle Period Tax Return”). Purchaser shall deliver at least ten (10) days prior to the due date for the filing of such Party or any Straddle Period Tax Return to the Sellers’ Representative for his review a draft of its Subsidiaries (the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax ReturnsReturn. To Purchaser shall reflect any reasonable comment that the extent Sellers’ Representative submits to Purchaser no less than five (5) Business Days prior to the due date of such Straddle Period Tax Return. (d) With respect to Taxes of the Company and Pardot Europe relating to a Straddle Period, the Sellers shall pay to Purchaser the amount of such Taxes allocable to the portion of the Straddle Period that is deemed to end as of the Closing on the Closing Date. In the case of any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”)imposed on a periodic basis, such Tax returns shall be prepared in accordance with the Past Practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. (b) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to the portion of such TaxesStraddle Period ending as of the Closing on the Closing Date shall (i) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, 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 Straddle Period multiplied by a Tax Return with a Due Date fewer than fourty-five fraction (45A) the numerator of which is the number of days following in the end Straddle Period ending as of the Closing 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 or receipts, be determined as though the taxable period to which year of the Company or Pardot Europe, as the case may be, terminated as of the Closing on the Closing Date. The Sellers shall make such Tax Return relatespayment at least two (2) Business Days before payment of Taxes (including estimated Taxes, a reasonable amount of timeif applicable) prior is due to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld)Taxing Authority. (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books method.”

Preparation of Tax Returns. (ai) Each Party Following the Closing, Purchaser (at its sole expense, taking into account, for the avoidance of doubt, the amount included in Transaction Expenses for preparation costs related to Pre-Closing Taxes) shall prepare and timely file (or cause the Company and the Company Subsidiaries to prepare and timely file) all Tax Returns of the Company and the Company Subsidiaries that are required to be filed by the Company and the Company Subsidiaries for any Pre-Closing Tax Periods or Straddle Period that are due following the Closing Date (taking into account extensions of time to file such Tax Returns) and shall pay (or cause the Company or the Company Subsidiaries to pay) all Taxes shown as due and owing on such Tax Returns (subject to Purchaser’s rights pursuant to Section 9.2(a)(ii) (in respect of Tax Representations) or Section 9.2(a)(iv)); provided that, (A) all such Tax Returns shall be prepared on a basis consistent with the Company’s past practices, unless Purchaser reasonably determines that a different treatment of any item is required by Applicable Law at a “more likely than not” or greater level of comfort; and (B) with respect to any such Tax Return for a Pre-Closing Tax Period or Straddle Period that shows an amount due and owing thereon and which is the responsibility of Sellers pursuant to Section 9.2(a)(ii) (in respect of Tax Representations) or Section 9.2(a)(iv), Purchaser shall provide the Seller Agent with a copy of such completed Tax Return at least 30 days prior to the due date (including any extension thereof) for filing of the applicable Tax Return (or at least 10 days prior to the due date (including any extension thereof) if such Tax Return is a non-income Tax Return or as soon as reasonably practicable if such Tax Return is due within 30 or 10 days, as applicable, of Closing) for the Seller Agent’s review and comment. Purchaser shall consider in good faith all reasonable comments received from the Seller Agent with respect to such Tax Return prior to filing such Tax Return, and Purchaser shall not file, or cause to be prepared and timely filed, taking into account applicable extensions, all Tax Returns required to be filed by such Party or any of its Subsidiaries (the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Returns. To the extent that any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance with Return without first obtaining the Past Practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, the Realignment Date of the Realigned Entity, without the Seller Agent’s prior written approval consent (not to be unreasonably withheld, conditioned or delayed) of ); provided, however, Seller Agent’s consent will be deemed not to be reasonably withheld, conditioned or delayed to the Party responsible for Taxes relating extent that Seller Agent refuses to such periods pursuant consent to this Agreementa position that is “more likely than not” correct. (bii) The Preparing Party shall submit to For clarity and without limiting the Reviewing Party a draft generality of any Tax Return that reflects Taxes payable by Section 6.6(b)(i), following the Reviewing Party pursuant to this Agreement Closing, Purchaser may prepare and file (or cause the Company and the Company Subsidiaries to prepare and file) any unfiled original income Tax Returns of Xxxxxx NL BV and Xxxxxx Japan KK that it reasonably determines are required to be filed for any Pre-Closing Tax Periods and shall pay (or cause the extent practicable Company or the portion of such Tax Return that relates Company Subsidiaries to such Taxespay) along with a statement setting forth the calculation of any such all Taxes shown as due and payable owing on such income Tax Returns (subject to Purchaser’s rights pursuant to Section 9.2(a)(ii) (in respect of Tax Representations) or Section 9.2(a)(iv)); provided that, (A) all such income Tax Returns shall be prepared on a basis consistent with the Company’s past practices, unless Purchaser reasonably determines that a different treatment of any item is required by Applicable Law at a “more likely than not” or greater level of comfort; and (B) with respect to any such income Tax Return that shows an amount due and owing thereon and which is the responsibility of Sellers pursuant to Section 9.2(a)(ii) (in respect of Tax Representations) or Section 9.2(a)(iv), Purchaser shall provide the Seller Agent with a copy of such completed income Tax Return at least thirty (30) 30 days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such filing of the applicable income Tax Return for the Seller Agent’s review and comment. Purchaser shall consider in good faith all reasonable comments received from the Seller Agent with respect to such Reviewing Partyincome Tax Return prior to filing such income Tax Return, and Purchaser shall not file, or cause to be filed, such income Tax Return without first obtaining the Seller Agent’s review, comment and approval prior written consent (such approval not to be unreasonably delayedwithheld, conditioned or delayed); provided, however, Seller Agent’s consent will be deemed not to be reasonably withheld). (c) In , conditioned or delayed to the event of any dispute regarding any Tax Return, or any other matter referred extent that Seller Agent refuses to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred consent to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute position that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution“more likely than not” correct. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books method.”

Preparation of Tax Returns. (ai) Each Party Purchaser shall prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensions, file or cause to be filed all Tax Returns required to be filed after the Closing Date by any Group Company with respect to a Pre-Closing Tax Period, including any Tax Returns with respect to a Straddle Period, (a “Purchaser Return”). All such Party Tax Returns shall be prepared in accordance with past practices of the Group Companies unless Purchaser notifies Seller in writing that a different position is required by applicable Law or there are no applicable past practices, in which case the Parties shall mutually agree, acting in good faith, on the preparation of such Tax Return, unless the Purchaser Return relates to a Straddle Period, in which case, Purchaser shall, after consultation with Seller, exercise its discretion, acting in good faith, in the preparation of such Tax Return. | (ii) Purchaser shall deliver to Seller for its approval, at least thirty (30) Business Days prior to the due date for the filing of any material Purchaser Return (taking into account any applicable extensions), a copy of its Subsidiaries such Purchaser Return, together with any additional information that Seller may reasonably request. Seller shall have the right to review such Purchaser Return, statement and additional information, if any, prior to the filing of such Purchaser Return, and Purchaser shall reflect on such Purchaser Return any reasonable comments that relate solely to a Pre-Closing Tax Period submitted by Seller at least ten (10) Business Days prior to the “Preparing Party”due date of such Purchaser Return. No later than two (2) Business Days prior to the filing of any such Purchaser Returns (taking into account available extensions), Seller shall pay to Purchaser (in immediately available funds and shall pay, or cause to be paid, all in the applicable currency) the amount of Taxes shown indicated as due and payable on such Purchaser Return or, in the case of a Tax Returns. To Return with respect to a Straddle Period, the amount of Pre-Closing Taxes reflected therein, except, in each case, to the extent that any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (amounts have been included in the “Reviewing Party”)determination of the Purchase Price. In the event that, such Tax returns shall be prepared the determination of the Purchase Price in accordance with Section 2.2 included a provision for Taxes that exceeded the Past Practice amount of Taxes, indicated as due and payable on such Purchaser Returns, Purchaser shall pay to Seller any such excess within two (2) Business Days after the Reviewing Party in respect filing of any such Purchaser Returns (taking into account available extensions). (iii) Purchaser shall promptly after filing provide or cause the entities or operations giving rise Group Companies to such Taxes. provide Seller with a copy of each Purchaser Return. (iv) Except as otherwise required by applicable lawLaw, no Party neither Purchaser nor any of its Affiliates (including the Group Companies) shall file any an amended Tax Return for a Realigned Entity for any taxable period ending on or beforeReturn, or that includesagree to any waiver or extension of the statute of limitations relating to Taxes with respect to, the Realignment Date of Group Companies or the Realigned Entity, Business that includes PreClosing Taxes (other than Pre-Closing Taxes reflected on a Purchaser Return) without the prior written approval consent of Seller (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. (b) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books method.”

Preparation of Tax Returns. (ai) Each Party The Representative (or its designee) shall prepare and timely fileprepare, or cause to be prepared and timely filed, taking into account applicable extensionsprepared, all Tax Returns for the Company for all taxable periods ending on or before the Closing Date (each a “Pre-Closing Tax Return”) and the Parties agree that the Pre-Closing Tax Returns shall be prepared in a manner consistent with the Company’s past practices. The Company and its Subsidiaries shall cooperate with the Representative in filing such Pre-Closing Tax Returns, including causing the Company and its Subsidiaries to sign such returns. At least twenty (20) days prior to the date on which any Pre-Closing Tax Return is required to be filed (taking into account any valid extensions), the Representative shall submit such Pre-Closing Tax Return to Parent for Parent’s review. Parent shall provide written notice to Seller of its disagreement with any items in such Pre-Closing Tax Return within ten (10) days of its receipt of such Pre-Closing Tax Return, and if Parent fails to provide such notice, such Pre-Closing Tax Return shall become final and binding upon the parties hereto, and Parent shall file such Pre-Closing Tax Return as prepared by the Representative. (ii) Parent (or its designee) shall prepare, or cause to be prepared, all Tax Returns for the Company for all Straddle Periods (“Straddle Period Tax Returns”) and the Parties agree that the Straddle Period Tax Returns shall be prepared in a manner consistent with the Company’s past practices. At least twenty (20) days prior to the date on which any Straddle Period Tax Return is required to be filed (taking into account any valid extensions), Parent shall submit such Straddle Period Tax Returns to the Representative for the Representative’s review. The Representative shall provide written notice to Parent of its disagreement with any items in such Straddle Period Tax Return within ten (10) days of its receipt of such Straddle Period Tax Return, and if the Representative fails to provide such notice, such Straddle Period Tax Return shall become final and binding upon the parties hereto. (iii) The tax year of the Company will terminate for federal income tax purposes under Code Section 708(b)(1)(B) on the Closing Date. To the extent permitted by applicable Law, the parties shall elect (and shall cause the Company and the Subsidiaries to elect) to treat the taxable period that includes but does not end on the Closing Date with respect to any Tax of the Company or any Subsidiary as ending at the end of the Closing Date, and shall take such steps as may be necessary therefor. If such an election cannot be made, for purposes of this Agreement, all Taxes and Tax liabilities with respect to the income, property or operations of Blockers, the Company or any of the Company Subsidiaries that relate to the Straddle Periods shall be apportioned between the Pre-Closing Period and the Post-Closing Period as follows: (A) in the case of Taxes other than income, sales and use and withholding Taxes, on a per-diem basis, and (B) in the case of income, sales and use and withholding Taxes, as determined from the books and records of the Company and the Company Subsidiaries as though the taxable year of the Company or any relevant Company Subsidiary terminated at the close of business on the Closing Date; provided that the parties hereto acknowledge and agree that tax deduction related Third Party Expenses shall be reported on the Company’s income Tax Return for its taxable year that ends on the Closing Date and shall be apportioned to the Pre-Closing Period of the Company, unless otherwise required by Law. (iv) Neither Parent nor any of its Affiliates shall (or shall cause or permit the Surviving Company or any Subsidiary to) amend, originally file, refile or otherwise modify, or consent to any settlement or payment involving a Tax Matter with respect to any Tax Return relating in whole or in part to the Company or any of its Subsidiaries (with respect to any Pre-Closing Period or with respect to any Straddle Period, if such amendment, refiling or other modification or consent to any settlement or payment may increase the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Returns. To the extent that any such Tax Returns reflect Taxes that are amount payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance with the Past Practice of the Reviewing Party any or all Unitholders in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, the Realignment Date Taxes of the Realigned EntityCompany or any of its Subsidiary or otherwise cause a material adverse Tax consequence to any or all of the Unitholders, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) consent of the Party responsible for Taxes relating to such periods pursuant to this AgreementRepresentative. (b) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books method.”

Preparation of Tax Returns. (ai) Each Party Timken shall prepare, or cause to be prepared, in accordance with the provisions of this Section 7.6, all Tax Returns relating to (A) income Taxes of the Company and its Subsidiaries for all taxable periods ending on or prior to the Closing Date required to be filed by the Company and its Subsidiaries (or an Affiliate of the Company or its Subsidiaries) on or after the Closing Date and (B) income Taxes that are paid on a consolidated, unitary, combined or similar basis with respect to Tax Returns that include the Company or its Subsidiaries, on the one hand, and Timken or any of its Affiliates (other than the Company and its Subsidiaries) on the other hand (individually “Consolidated Tax Returns”, and, together with the returns described in clause (A) above, the “Income Tax Returns”). Timken shall provide to the Buyer for review an extract of each Income Tax Return to the extent relevant to the Buyer under this Agreement no later than forty-five (45) days prior to the date on which such Income Tax Return is required to be filed with the proper taxing authority (taking into account any applicable valid extension). The Buyer shall have the right to review or to cause to be reviewed all non-privileged information used to prepare such extract of such Tax Return and Timken shall make reasonably available to the Buyer and its representatives the accountants who participated in the preparation of each such Income Tax Return. Timken shall consider in good faith any reasonable comments by the Buyer that are submitted no less than thirty (30) days prior to the due date of such Tax Return. Timken and the Buyer agree to consult and resolve in good faith any issues arising as a result of the Buyer’s review of such Tax Return and mutually to consent to the filing of such Tax Return as promptly as possible. Upon completion of any Income Tax Return (other than Consolidated Tax Returns) in accordance with the provisions hereof, the Buyer shall file (or cause to be filed) such Income Tax Return (other than Consolidated Tax Returns) and Timken shall make (or cause to be made) all payments required to be made as set forth in such Income Tax Return on behalf of the Company to the extent that such payments were not accrued in the calculation of Final Working Capital, all as required by applicable Law. Neither the Buyer, the Company or its Subsidiaries, nor any of their respective Affiliates, shall file, amend or revoke any Tax Return or Tax election of the Company or its Subsidiaries with respect to a period ending on or prior to the Closing Date, without Timken’s prior written consent. If Timken determines that the Company or its Subsidiaries is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original of such Tax Return pursuant to this Section 7.6(a), Timken shall be entitled to file or make such claim or amended Tax Return on behalf of the Company or its Subsidiaries and Timken will be entitled to control the prosecution of such refund claims after the Closing. Timken shall be entitled to any Tax refunds or reductions in Tax liability, including interest paid therewith, in respect of Taxes paid by the Company or its Subsidiaries with respect to a taxable period or portion thereof ending on or before the Closing Date. After the Closing, Timken, at Timken’s expense, may require the Buyer to cause the Company or its Subsidiaries to file for a Tax refund to which Timken would be entitled pursuant to the preceding sentence, provided that the Buyer believes that it is more likely than not that such a refund claim is warranted. Timken shall be entitled to control the prosecution of such claim at its own expense, and the Buyer will cooperate with Timken in any such Tax refund matters. (ii) The Buyer shall prepare and timely file, or cause to be prepared and timely filed, in accordance with the provisions of this Section 7.6, all Tax Returns relating to Taxes of the Company and its Subsidiaries for all taxable periods that begin prior to and end after the Closing Date (a “Straddle Period”) required to be filed by the Company and its Subsidiaries (or any Affiliate of the Company or its Subsidiaries) on or after the Closing Date (the “Straddle Period Tax Returns”). The Buyer shall provide or cause to be provided to Timken for review a draft of each Straddle Period Tax Return no later than forty-five (45) days prior to the date on which such Straddle Period Tax Return is required to be filed with the proper taxing authority (taking into account any applicable extensionsvalid extension). Timken shall have the right to review or to cause to be reviewed all non-privileged information used to prepare each Straddle Period Tax Return and the Buyer shall make reasonably available to Timken and its representatives the Buyer’s accountants who participated in the preparation of each Straddle Period Tax Return The Buyer shall consider in good faith any reasonable comments by Timken that are submitted no less than thirty (30) days prior to the due date of such Tax Return. The Buyer and Timken agree to consult and resolve in good faith any issue arising as a result of Timken’s review of such Straddle Period Tax Return and mutually to consent to the filing of such Straddle Period Tax Return as promptly as possible. (iii) Except as specifically provided in Sections 7.6(a)(i) and (ii), the Buyer shall prepare and file (or cause to be prepared and filed) all other Tax Returns required to be filed by such Party or any on behalf of the Company and its Subsidiaries (with respect to any taxable period whether commencing or ending prior to, on or after the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on Closing Date. Any such Tax ReturnsReturn that includes periods ending on or before the Closing Date shall be on a basis consistent with the last previous such Tax Return filed in respect of the Company and its Subsidiaries, unless the Buyer concludes that it is more likely than not that the position will not be sustained. To the extent that any Tax payable pursuant to any such Tax Returns reflect Taxes that are payable by another Party pursuant Return is attributable to this Agreement (any period prior to the “Reviewing Party”)Closing, Timken shall be responsible for the payment of such Tax returns shall be prepared in accordance with the Past Practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. (b) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (or to the extent practicable not accrued in the portion calculation of Final Working Capital (if any such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this AgreementStraddle Period, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm Taxes due pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by apportioned between the Preparing Party Buyer and the Preparing Party agrees to amend such Tax Return Timken as necessary to reflect the resolution of such dispute provided in a manner consistent with such resolutionSection 7.6(a)(iv) hereof). (div) Notwithstanding anything Liability for Taxes of the Company and its Subsidiaries attributable to any Straddle Period shall be apportioned between the Buyer and Timken as follows: (A) in the case of sales or use Taxes, value-added Taxes, employment Taxes and any Tax measured on or by income, receipts or profits earned during a Straddle Period, Timken shall be responsible for all Taxes for the taxable period prior to the contrary Closing to the extent not accrued in the calculation of Final Working Capital and the Buyer shall be responsible for all Taxes for the taxable period following the Closing, and (B) in the case of all other Taxes, Timken shall be responsible for such amount as is equal to the total amount of such Taxes multiplied by a fraction, the numerator of which shall be the number of days in the taxable period ending on the Closing Date and the denominator of which shall be the total number of days in such taxable period, to the extent that such amount is not accrued in the calculation of Final Working Capital, and the Buyer shall be responsible for the remainder of such Taxes. For purposes of this Section 7.6(a)(iv), any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated on a pro rata basis. (v) Nothing set forth in this Agreement, for all Tax purposes, Section 7.6(a) shall in any way limit the Parties shall report any Extraordinary Transactions that are caused Company’s or permitted to occur by a Party or any its Subsidiaries’ representations and warranties set forth in Article IV of their respective Subsidiaries on either the Dow Distribution Date this Agreement or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, Indemnified Persons’ rights to indemnification pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision Article IX of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of the books methodAgreement.”

Preparation of Tax Returns. (ai) Each Party shall prepare and TPG Parties will timely file, file (or cause to be prepared and timely filed, taking into account applicable extensions, ) all Tax Returns of the Blocker for any Pre-Closing Tax Period and for any Straddle Period required to be filed by such Party or any of its Subsidiaries after the Closing Date, and will timely pay (the “Preparing Party”) and shall pay, or cause to be timely paid, ) all Taxes shown as due and payable on required to be paid with respect to such Tax Returns. To the extent that any Unless otherwise required by applicable Law, all such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall will be prepared in accordance with the Past Practice past practices of the Reviewing Party Blocker. Any such Tax Returns shall be made available by the TPG Parties to the Investor Parties for review and comment fourteen (14) Business Days prior to the filing date and the TPG Parties shall consider in respect good faith any comments timely received from the Investor Parties. (ii) From and after the Closing Date, to the extent that any of the entities following actions would result in amounts treated as Indemnified Taxes pursuant to this Agreement, the Blocker will not, and the Applicable OG Transferee will cause the Blocker not to, without the consent of the Investor Parties, other than any such actions which are required to give effect to any actions undertaken with respect to the TPG OG Partnerships for the relevant taxable period, (a) file (other than in accordance with Section 6.03(c)(i)), amend, re-file, revoke, modify or operations giving rise to such Taxes. Except as otherwise required by applicable lawchange any Tax Return, no Party shall file any amended Tax Return for a Realigned Entity election or other Tax filing or position of the Blocker for any taxable period ending on Pre-Closing Tax Period or beforeany Straddle Period, (b) voluntarily approach any taxing authority with respect to any Pre-Closing Tax Period or (c) extend or waive, or that includesrequest or cause to be extended or waived, any statute of limitations or other period for the Realignment Date assessment of the Realigned Entityany Tax or deficiency related to a Pre-Closing Tax Period or any Straddle Period, in each case without the prior written approval consent of the Investor Parties (which consent will not to be unreasonably withheld, conditioned delayed or delayed) conditioned); provided that if any such actions are undertaken without the consent of the Party responsible for Taxes relating Investor Parties, the parties agree that the only recourse to such periods pursuant to this Agreement. Investor Parties is that any actual resulting Tax liability of Blocker resulting from such actions described in (ba)-(c) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end not constitute an Indemnified Tax. None of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval parties (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or nor any of their respective Subsidiaries on either Affiliates) shall take or cause to be taken any action (or fail to take or cause to take any action) that would reasonably be expected to adversely affect the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Date, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing treatment of the books methodexchanges contemplated by Section 2.01 as described in this Section 6.03.”

Preparation of Tax Returns. (a) Each Party The Vendor shall, at its own expense, cause to be prepared all Tax Returns of the Intercon Entities that are required to be filed after the Closing Date for any Pre-Closing Period that ends on or prior to the Closing Date and all such Tax Returns shall be prepared in a manner consistent with past practices, except to the extent otherwise required by applicable Laws. Subject to Subsection 6.2(c), the parties hereto shall cause each of the Intercon Entities to duly and timely file each of such Tax Returns in the form provided by the Vendor. (b) The Purchaser shall cause each of the Intercon Entities to prepare and duly and timely file, or cause to be prepared duly and timely filed, taking into account applicable extensions, all Tax Returns required to be filed by such Party or of the Intercon Entities for any Straddle Period at the expense of its Subsidiaries (the “Preparing Party”) Intercon Entities and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Returns. To the extent that any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance a manner consistent with past practices, except to the Past Practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as extent otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. (b) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld)Laws. (c) In The party hereto responsible for the event preparation of any dispute regarding any a Tax ReturnReturn referenced in Subsection 6.2(a) or Subsection 6.2(b) (the “Preparer”) shall provide to the other party hereto (the “Reviewer”), or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) at least 30 days prior to the Due Date applicable deadline for the filing of any such Tax Return, a copy of such Tax Return for the Reviewer’s review and comment. The Reviewer shall be timely filed by have the Preparing Party and the Preparing Party agrees to amend period of 15 days following its receipt of such Tax Return as necessary to reflect provide the resolution Preparer with a statement of any disputed items with respect to such dispute in a manner consistent with such resolution. (d) Notwithstanding anything to Tax Return. If the contrary in this Agreement, for all Tax purposesdisputed items are not resolved by the Preparer and the Reviewer within 15 days following the Reviewer’s submission of its statement of disputed items, the Parties matter shall report be submitted to a firm of certified public accountants (in the case of any Extraordinary Transactions that are caused dispute involving U.S. tax matters) or permitted to occur by a Party or firm of chartered accountants (in the case of any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution Datedispute involving Canadian tax matters), as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) resolve such disputed items in accordance with the procedures outlined in Paragraph 3.6(c)(ii), mutatis mutandis, including with respect to costs. For clarification, if the Purchaser files or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement causes to be filed an amended Tax Return that is in respect of Extraordinary Transactions occurring on of, or affects, any Taxes for which the Realignment Date after Realignment. The Parties hereto agree that no Party Purchaser will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii seek indemnification from the Vendor, the Purchaser shall provide such Tax Return(s) and 1.706-4(a)(3) or any other similar provision of state or local law, and all allocations between taxable periods shall be made on a “closing of to the books methodVendor for review in the manner prescribed by this Subsection 6.2(c).”

Preparation of Tax Returns. (a) Each Party To the extent permitted under applicable Law, each of the Sellers, each of the Companies (other than Productions) and the Parent shall close or terminate (or cause to close or terminate), as of the Closing, each Tax period relating to such Company or such Company’s income, sales or Assets or the Business or other activities. (b) To the extent not filed prior to Closing, the Sellers shall prepare and timely file, (or cause to be prepared and timely filed, taking into account applicable extensions, all prepared) each Tax Returns Return required for each of the Companies (other than Productions) for each Pre-Closing Tax Period. At least twenty (20) days prior to the date on which such Tax Return is due to be filed by (including any extensions) with the appropriate Tax Authority pursuant to applicable law, the Sellers shall deliver such Party Tax Return to the Parent for the Parent’s review and approval (which approval shall not be unreasonably withheld or delayed). Upon the Parent’s review and approval of such Tax Return, the Sellers shall pay to the Parent any Tax due thereon, and the Parent shall file (or cause each of the Companies, other than Productions, to file) such Tax Return and pay (or cause each of the Companies, other than Productions, to pay) to the appropriate Tax Authority any Taxes due with respect to such Tax Return; provided, however, that the obligation of Sellers to pay to the Parent any Tax due shall be reduced to the extent such Tax was taken into account in the calculation of Closing Working Capital. Any Taxes so paid shall be deemed a decrease in the Purchase Price. (c) After the Closing, each of the Companies, each of the Sellers, each of the Principals and the Parent shall each: (i) assist the other parties in preparing any Tax Returns which such other parties are responsible for preparing and filing in accordance with this Agreement; (ii) cooperate fully in preparing for any audit of, or disputes with any Tax Authority regarding, any Tax Return with respect to such Company, the Parent, the Merger Subs or any of its Subsidiaries the Parent’s other subsidiaries; (iii) make available to the “Preparing Party”) other and shall payto any Tax Authority as reasonably requested all information, or cause records, and documents relating to be paid, all Taxes shown as due and payable on such any Tax Returns. To the extent that of any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance with the Past Practice of the Reviewing Party Companies or such Company’s subsidiaries; (iv) provide timely notice to the other in writing of any pending or threatened (in writing) Tax audits or assessments with respect to any Tax periods of any of the entities Companies or operations giving rise any of their respective subsidiaries for which the other may have a liability under this Agreement; and (v) furnish the other with copies of all correspondence received from any Tax Authority in connection with any Tax audit or any other information request from any Tax Authority with respect to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, for which the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to other may have a liability under this Agreement. (bd) The Preparing Party Sellers shall submit to the Reviewing Party a draft of cause any and all existing Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (sharing agreements or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of similar arrangements, written or unwritten, binding on any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party Companies or any of their respective Subsidiaries subsidiaries to be terminated on either or before the Dow Distribution Closing Date and no payments pursuant to any such Tax sharing agreement or similar arrangement shall be made on or after such termination. (e) After the AgCo Distribution Date as occurring on Closing, for federal income tax purposes, the day after Parent, the Dow Distribution Date or Companies and the AgCo Distribution Date, as applicableSellers shall, pursuant to Treasury Regulations Section 1.15021.368-76(b)(1)(ii)(B3, (i) or any similar or analogous provision report consistently with the position that each of state, local or foreign law. Similar principles shall apply for purposes the Mergers is a reorganization under Section 368(a)(2)(E) of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local lawCode, and all allocations between taxable periods (ii) shall be made on a “closing of the books methodnot take any position inconsistent therewith.”

Preparation of Tax Returns. (ai) Each Party The Buyer shall prepare and timely fileprepare, or cause to be prepared prepared, at the cost and timely filedexpense of the Company all income Tax Returns with respect to Pass-Through Income Taxes of each Group Company for any taxable period ending on or before the Closing Date and any Straddle Period, in each case, that are due after the Closing Date (taking into account applicable extensions). Each such Tax Return shall be prepared in a manner consistent with the Group Companies’ past practice except to the extent not “more likely than not” to be upheld under applicable Law. Each such Tax Return shall be submitted to the Equityholder Representative for review no later than thirty (30) days prior to the due date for filing such Tax Return (taking into account applicable extensions). The Buyer shall incorporate, or cause to be incorporated, all reasonable comments received from the Equityholder Representative no later than ten (10) days prior to the due date for filing any such Tax Return (taking into account applicable extensions) and the Buyer will cause such Tax Returns to be timely filed and will provide a copy of such filed Tax Returns to the Equityholder Representative. (ii) Notwithstanding the foregoing, each Tax Return described in this ‎Section 10.1(a) for a taxable period that includes the Closing Date (i) for which the “interim closing method” under Section 706 of the Code (or any similar provision of state, local or non-U.S. Law) is available shall be prepared in accordance with such method and (ii) for which an election under Section 754 of the Code (or any similar provision of state, local or non-U.S. Law) may be made shall make such election. Notwithstanding anything herein to the contrary, the Company Equityholders or Blocker Owners, as applicable, at their sole cost and expense, shall be solely responsible for filing all of the Tax Returns required to be filed by such Party the Company Equityholders or any of its Subsidiaries (the “Preparing Party”) and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Returns. To the extent that any such Tax Returns reflect Taxes that are payable by another Party pursuant to this Agreement (the “Reviewing Party”), such Tax returns shall be prepared in accordance with the Past Practice of the Reviewing Party in respect of the entities or operations giving rise to such Taxes. Except as otherwise required by applicable law, no Party shall file any amended Tax Return for a Realigned Entity for any taxable period ending on or before, or that includes, the Realignment Date of the Realigned Entity, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the Party responsible for Taxes relating to such periods pursuant to this Agreement. (b) The Preparing Party shall submit to the Reviewing Party a draft of any Tax Return that reflects Taxes payable by the Reviewing Party pursuant to this Agreement (or to the extent practicable the portion of such Tax Return that relates to such Taxes) along with a statement setting forth the calculation of any such Taxes shown as due and payable on such Tax Return at least thirty (30) days (or, in the case of a Tax Return with a Due Date fewer than fourty-five (45) days following the end of the taxable period to which such Tax Return relates, a reasonable amount of time) prior to the Due Date for such Tax Return for such Reviewing Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). (c) In the event of any dispute regarding any Tax Return, or any other matter referred to in this Agreement, the Tax Officer of each Party involved in the dispute shall cooperate in good faith to resolve such dispute. Any dispute that the Tax Officers are unable to resolve shall be referred to a senior executive of each Party involved in the dispute who shall cooperate in good faith to resolve such dispute. Any dispute that such senior executives are unable to resolve shall be resolved by the Dispute Resolution Firm pursuant to Section 8.1. In the event that any dispute is not resolved (whether pursuant to good faith cooperation or by the Dispute Resolution Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by the Preparing Party and the Preparing Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. (d) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by a Party or any of their respective Subsidiaries on either the Dow Distribution Date or the AgCo Distribution Date as occurring on the day after the Dow Distribution Date or the AgCo Distribution DateBlocker Owners, as applicable, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment. The Parties hereto agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii ) and 1.706-4(a)(3) or any other similar provision of state or local law, and paying all allocations between taxable periods shall be made on a “closing of the books methodTaxes due and owing by the Company Equityholders or Blocker Owners, as applicable (including to the extent attributable to income of any Group Company that flows up to the Company Equityholders).”