Common use of Preparation of Tax Returns Clause in Contracts

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (ai) The Seller Sellers shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) be prepared all Tax Returns relating to for the Company each Subsidiary and the Joint Ventures Companies for all taxable periods ending on or before prior to the date of the MergerClosing Date (each, a “Seller Return”) and the Seller shall pay (timely file or cause to be paid) using its own funds timely filed any such Seller Return that is required to be filed on or prior to the appropriate taxing authority Closing Date (taking into account applicable extensions); provided that, after the Closing, if Purchaser or its Affiliates (including the Companies and their Subsidiaries) is required to file such Seller Return, subject to the provisions of this Section 5.23(b)(i), Purchaser shall cooperate in the timely filing of such Tax Return. Each Seller Return shall be prepared on a basis consistent with the past practice of the Companies or the Subsidiaries, except to the extent otherwise required by applicable Law. With respect to any Seller Return required to be filed after the Closing Date by Purchaser or any of its Affiliates or that otherwise solely includes the Companies or their Subsidiaries, not later than twenty (20) Business Days prior to the due date, or ten (10) Business Days in the case of a non-income Tax Return, (in each case taking into account applicable extensions) for the filing of a Seller Return, Sellers shall provide Purchaser with a copy of such Seller Return (or a pro forma portion thereof, in the case of any Seller Return that includes a Person other than the Companies or the Subsidiaries) for Purchaser’s review and comment. If Purchaser disputes any item on such Seller Return (or pro forma portion), then Purchaser shall notify Sellers of such disputed item (or items) and the basis for the objection. Purchaser and Sellers shall act in good faith to resolve any such dispute prior to the date on which the relevant Seller Return is required to be filed. If Purchaser and Sellers cannot resolve any disputed item, then the item in question shall be resolved by an independent, internationally recognized accounting firm, mutually acceptable to both Purchaser and Sellers, the fees of which shall be shared based on the principles of Section 2.03(c)(iv). If such dispute process is not completed by the due date for the applicable Seller Return (taking into account applicable extensions), such Seller Return shall be filed with only such revisions as have been agreed to by Sellers; provided that, in the case of a Seller Return that is required to be filed by Purchaser, such Seller Return shall be filed with the revisions requested by Purchaser to the extent that Purchaser reasonably determines, after consultation with the Sellers, that there is no reasonable basis for the position advocated by the Sellers; provided, further, that following the resolution of any dispute, Sellers and Purchaser shall make any necessary amendments to such Seller Return. Sellers shall pay or cause to be timely paid all Taxes shown as due on any such Seller Return. (ii) Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Companies and their Subsidiaries for all Straddle Periods (each, a “Straddle Return”) (taking into account applicable extensions). Each Straddle Return shall be prepared on a basis consistent with the past practice as to tax accounting methods, elections and similar tax reporting positions of the Companies or the Subsidiaries, except to the extent otherwise required by applicable Law. Not later than twenty (20) Business Days prior to the due date, or ten (10) Business Days in the case of a non-income Tax Return, (in each case taking into account applicable extensions) for the filing of a Straddle Return, Purchaser shall provide Sellers with a copy of such Straddle Return for its review and comment. If Sellers dispute any item on such Straddle Return, then Sellers shall notify Purchaser of such disputed item (or items) and the basis for the objection. Purchaser and Sellers shall act in good faith to resolve any such dispute prior to the date on which the relevant Straddle Return is required to be filed. If Purchaser and Sellers cannot resolve any disputed item, then the item in question shall be resolved by an independent, internationally recognized accounting firm, mutually acceptable to both Purchaser and Sellers, the fees of which shall be shared based on the principles of Section 2.03(c)(iv). If such dispute process is not completed by the due date for the applicable Straddle Return (including extensions obtained in the ordinary course), such Straddle Return shall be filed by Purchaser with only such revisions as have been agreed to by Purchaser; provided that following the resolution of any dispute Purchaser shall make any necessary amendments to such Straddle Return. Purchaser shall timely pay or cause to be timely paid the amount of Taxes shown as due on such Tax Returns. (b) The Purchaser , provided that, Sellers shall prepare and file (or cause pay to Purchaser, in accordance with the Companyprovisions of Section 5.23(a)(ii), the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns amount of Taxes that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Pre-Closing Straddle Period pursuant to Section 7.01 hereof5.23(b)(iii). (iii) For purposes of this Agreement, the Purchaser apportionment of Taxes between the Pre-Closing Straddle Period and the Post-Closing Straddle Period shall provide be made by assuming that the Straddle Period ended on the Closing Date, except that (A) exemptions, allowances or deductions that are calculated on an annual basis and (B) Taxes (such as real or personal property Taxes) that are imposed on a periodic basis, in each case, shall be prorated on the basis of the number of days in the Pre-Closing Straddle Period as compared to the number of days in the Post-Closing Straddle Period. (iv) If and to the extent permitted by applicable Law, the Companies and their Subsidiaries shall elect to close each taxable period on or as of the Closing Date. (v) All Tax sharing agreements or arrangements between the Companies and the Subsidiaries, on the one hand, and Seller and its authorized representative with a copy of such completed Tax Return and a statement Affiliates (with which other than the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, Companies and the Seller and its authorized representative shall have Subsidiaries), on the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall other hand, will be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending terminated on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With Closing and no further obligations will exist with respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returnsthereto.

Preparation of Tax Returns. (a) The Seller Shareholders shall prepare and file at its sole expense or otherwise furnish to the appropriate party (or cause to be prepared and filed or so furnished) in a timely manner the CompanyUnited States federal income tax return of Computec for Computec's S short year. In addition, the Subsidiaries and the Joint Ventures to Shareholders shall prepare and file) , or cause to be prepared and filed, any and all other Tax Returns relating for, including or required to the Company each Subsidiary and the Joint Ventures be filed by Computec for any taxable periods year or period ending on or before the Effective Time, or the due date of which (including extensions) is on or prior to the MergerEffective Time. All such Tax Returns shall be prepared in a manner consistent with the prior Tax Returns of Computec, unless otherwise required under applicable 42 48 Law. The Shareholders shall timely pay (or cause to be timely paid) all Computec Taxes shown as due and owing on all such Tax Returns. DPRC shall prepare and file, or cause to be prepared and filed any and all other Tax Returns for, including or required to be filed by Computec for any taxable year or period ending after the Effective Date or the due date of which (including extensions) is after the Effective Time; provided, however, that any such Tax Returns that include an Interim Period shall be prepared in a manner that is consistent with applicable Law and the Seller past practices of Computec. Subject to its right to indemnification under this Article 10, DPRC shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of all Computec Taxes shown as due and owing on all such Tax Returns. (b) . The Purchaser shall prepare and file (or cause the CompanyShareholders, the Subsidiaries Surviving Corporation and DPRC shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Computec Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Computec Taxes. DPRC, the Surviving Corporation and each Shareholder recognize that each Shareholder and the Joint Ventures agents and other representatives of each Shareholder will need access, from time to prepare time, after the Effective Time, to certain accounting and file) all Computec Tax Returns that relate records and information held by Computec to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods extent such records and information pertain to events occurring prior to the Merger Effective Time unless a different treatment Time; therefore, each of any item DPRC and the Surviving Corporation agrees (i) to use its best efforts to properly retain and maintain such records until such time as all Shareholders agree that such retention and maintenance is required by an intervening change no longer necessary (but in Law. With respect no event longer than six years after the Effective Time), and (ii) to any Tax Return required allow each Shareholder and the agents of each Shareholder and other representatives, at times and dates mutually acceptable to the parties, to inspect, review and make copies of such records as Shareholders, their agents and other representatives may deem necessary or appropriate from time to time, such activities to be filed with respect to conducted during normal business hours and at the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax ReturnShareholders' expense. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (ai) The If any Acquired Company is required to be included in any consolidated, unitary, combined or similar Tax Return filed by Seller or any of its Affiliates (other than the Acquired Companies), Seller shall prepare and file at its sole expense (file, or cause to be prepared and filed, such Tax Return and Buyer shall cause such Acquired Company to join Seller or such Affiliate in the Companyfiling of such Tax Return, and take any actions reasonably requested by Seller in connection with the Subsidiaries preparation and filing of such Tax Return to the Joint Ventures extent in accordance with applicable Law. (ii) Seller shall prepare, or cause to prepare and file) be prepared, all Income Tax Returns for the Acquired Companies for all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the Closing Date (each, a “Pre-Closing Tax Period”) with an initial due date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger Closing Date (including Straddle Periodseach, a “Pre-Closing Income Tax Return”). Such All Pre-Closing Income Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior the past practice of the Acquired Companies and shall reflect, to the Merger Effective Time unless extent allowed by applicable Law, a different treatment deduction for the Transaction Tax Deductions. All Pre-Closing Income Tax Returns shall reflect carrybacks of any item is required net operating losses, to which Seller shall be entitled, to the maximum extent allowed by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at At least thirty (30) days prior to the due date on which any Pre-Closing Income Tax Return is required to be filed (including taking into account any extension thereofvalid extensions), Seller shall submit such Pre-Closing Income Tax Return to Buyer for Buyer’s review. Buyer shall provide written notice to Seller of its disagreement with any items in such Pre-Closing Income Tax Return within ten (10) days of its receipt of such Pre-Closing Income Tax Return, and if Buyer fails to provide such notice, such Pre-Closing Income Tax Return shall become final and binding upon the parties hereto, and Buyer shall timely and properly file such Pre-Closing Income Tax Return as prepared by Seller. If Buyer and Seller are unable to resolve any dispute regarding any Pre-Closing Income Tax Return within five (5) days after Buyer delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by the Accountants in accordance with the dispute resolution procedure set forth in Section 2.5(f). The Accountants shall resolve any dispute in favor of Seller if Seller’s position is supported by the “more likely than not” standard under the Code. (iii) Buyer shall prepare or cause to be prepared, and file or cause to be filed, all Income Tax Returns for filing of the Acquired Companies for all Tax periods that begin on or before and end after the Closing Date (each such Tax period, a “Straddle Period” and each such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such a “Straddle Period Income Tax Return”). The Seller and All Straddle Period Income Tax Returns shall be prepared consistent with the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result past practice of the review of such Tax Return and statement by the Seller or its authorized representativeAcquired Companies. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. At least thirty (c30) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or days prior to the date on which any Straddle Period Income Tax Return is required to be filed (taking into account any valid extensions), Buyer shall submit such Straddle Income Period Tax Return and a pro forma Income Tax Return for the portion of the Merger which are required as Straddle Period ending on the Closing Date (a result “Pro Forma Return”), to Seller for Seller’s review. Seller shall provide written notice to Buyer of examination adjustments made by the IRS its disagreement with any items in such Straddle Period Income Tax Return or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least related Pro Forma Return within ten (10) days of its receipt of such Straddle Period Income Tax Return or related Pro Forma Return, and if Seller fails to provide such notice, such Straddle Period Income Tax Return, and any related Pro Forma Return, shall become final and binding upon the parties hereto, and Buyer shall timely and properly file such Straddle Period Income Tax Return. If Buyer and Seller are unable to resolve any dispute regarding any Straddle Period Income Tax Return or related Pro Forma Return within five (5) days after Seller delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by the Accountants in accordance with the dispute resolution procedure set forth in Section 2.5(e). The Accountants shall resolve any dispute in favor of Seller if Seller’s position is supported by the “more likely than not” standard under the Code. Seller shall pay to Buyer the Seller’s portion, determined in accordance with Section 7.5(b), of any Income Taxes reflected as due on any Straddle Period Income Tax Return (as finally prepared pursuant to this Section 7.5(a)(iii)) not later than five (5) days prior to the due date for filing such Straddle Period Income Tax ReturnsReturn.

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the Company, Company and the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date Closing Date. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returnsany item is required by Law. (b) The Purchaser shall prepare and file (or cause the Company, Company and the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, Company or any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including all Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the Company, Company or any Subsidiary or any Joint Venture after the date of the Merger Closing Date and as to which Taxes are allocable to the Seller under Section 7.01 6.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 6.01 at least thirty (30) 30 days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Purchaser and the Seller shall shall, to the extent permitted under applicable law, treat or cause to be responsible treated for filing any all Tax Returns purposes the Closing Date as the last day of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on year or prior to the date period of the Merger which are required as a result of examination adjustments made by the IRS Company or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax ReturnsSubsidiary.

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the CompanyU.S. federal, the Subsidiaries state, local and the Joint Ventures to prepare foreign income and file) all franchise Tax Returns relating to the Company each Subsidiary and the Joint Ventures Publishing Subsidiaries for taxable periods any Tax period ending on or before prior to the date of the Merger, Closing Date and the Seller shall pay (or cause which are required to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending filed after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared Closing Date on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time tax years unless a different treatment of any item is required by an intervening change in applicable Law. Without limitation to the obligations of the Seller under Section 7.01(a), the Seller shall pay any Taxes shown to be due on such Tax Returns. With respect to any Tax Return required to be filed with respect Returns for which the Seller has filing responsibility pursuant to the Companypreceding sentence, any Subsidiary the Publishing Subsidiaries will be included in consolidated, combined or any Joint Venture after the date of the Merger and as to which Taxes are allocable to unitary Tax Returns that include the Seller on a basis consistent with prior tax years unless a different treatment is required by applicable Law. The parties agree that if a Publishing Subsidiary is permitted, but not required, under Section 7.01 hereofapplicable state, local or foreign income or franchise tax laws to treat the Purchaser shall provide Closing Date as the Seller and its authorized representative with last day of a copy of such completed Tax Return and a statement (with which period, they will treat the Purchaser will make available supporting schedules and information) certifying Tax period as ending on the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax ReturnClosing Date. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller designee shall be responsible for filing any prepare and file all other Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods any period ending on or prior to the date Closing Date to the extent the Seller or Viacom previously was responsible for the preparation and filing of such Tax Returns for the immediately preceding Tax period. Without limitation to the obligations of the Merger which are required as a result Seller under Section 7.01(a), the Seller shall pay any Taxes shown to be due on such Tax Returns. The Seller shall not, on any Tax Return referred to in this Section 7.04(a) or otherwise, make any election under Section 475 of examination adjustments made by the IRS Code (or by the applicable any similar provision of state, local or foreign Tax authorities for such taxable years as finally determined. With law) with respect to those jurisdictions in which separate any Publishing Subsidiary. The Purchaser shall prepare and timely file or cause a Publishing Subsidiary to prepare and timely file all Tax Returns are for which the Seller is not responsible pursuant to this Section 7.04. The Purchaser will deliver to the Seller for its review and approval a complete and accurate copy of each Tax Return required to be filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.Purchaser or a Publishing Subsidiary under this

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures Xxxxxx Entities or Holdco to prepare and file) all Tax Returns relating to the Company each Subsidiary Xxxxxx Entities and Holdco for any Pre-Closing Period. Such Tax Returns shall be prepared on a basis consistent with those prepared by the Joint Ventures Seller or Dow for prior taxable periods ending on unless a different treatment of any item is required by Law. With respect to any such Tax Return required to be filed with respect to any Xxxxxx Entity or before Holdco after the Closing Date, the Seller shall provide the Purchaser and its authorized representative with a copy of such completed Tax Return at least 30 Business Days prior to the due date (including any extension thereof) for filing of the Mergersuch Tax Return, and the Seller Purchaser and its authorized representative shall pay (or cause have the right to be paid) using its own funds review and comment on such Tax Return prior to the appropriate taxing authority filing of such Tax Return. The Seller and the amount Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of Taxes shown as due on the review of such ReturnsTax Return by the Purchaser or its authorized representative. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures Xxxxxx Entities or Holdco to prepare and file) all Tax Returns that relate to any Xxxxxx Entity or Holdco for any Straddle Period, it being understood that all Taxes shown as due and payable on such Tax Returns shall be the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date responsibility of the Merger (including Straddle Periods)Purchaser, except for such Taxes which are the responsibility of the Seller pursuant to Section 7.01 which the Seller shall pay in accordance with this Article VII. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary Xxxxxx Entity or any Joint Venture Holdco after the date of the Merger Closing Date and as to which the Taxes due (or a portion thereof) are allocable to the Seller under Section 7.01 hereofExcluded Taxes, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller included in Excluded Taxes pursuant to Section 7.01 at least thirty (30) days 30 Business Days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (a) The Seller Xxxxxxx and the Sellers shall prepare any and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Pre-Closing Period Tax Returns relating which are required to be filed for, by, on behalf of or with respect to the Company each Subsidiary Acquired Entities and shall provide a copy of any such Tax Return to the Joint Ventures Buyer for taxable periods ending on or before its review and comment by the earlier of (i) the date falling thirty (30) days prior to the due date for such Tax Return, including any extensions thereof, and (ii) the date falling thirty (30) days after the relevant Acquired Entity files its accounts with Companies House, and shall amend the Tax Return in accordance with any reasonable comments of the Merger, and the Seller shall pay (or Buyer. The Buyer will cause any such Tax Returns to be paid) using its own funds to filed with the appropriate taxing authority the amount of Taxes shown as due on such ReturnsTax Authority. All Tax Returns prepared pursuant to this Section 8.12 shall be prepared in a manner consistent with past practice unless otherwise required by applicable laws. (b) The Purchaser shall prepare Buyer will cause to be prepared and file (filed each Post-Closing Period and Straddle Period Tax Return which is required to be filed for, by, on behalf of or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate with respect to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in LawAcquired Entities. With respect to any Straddle Period Tax Return required prepared by the Buyer pursuant to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under this Section 7.01 hereof8.12(b), the Purchaser Buyer shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 Management Sellers’ Representative for their review and comment at least thirty (30) days prior to the due date (for such Tax Returns, including any extension extensions thereof) for filing of . The Buyer agrees to accept any reasonable comments by Sellers or Xxxxxxx to such Tax ReturnReturns, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of extent that such Tax Return. The Seller and comments relate solely to the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result pre-Closing portion of the review of such Tax Return Straddle Period and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing provided at least ten (10) days prior to the due date dates for filing such Tax Returns. The Buyer will cause any such Tax Returns to be filed with the appropriate Tax Authority and will cause to be duly paid to the appropriate Tax Authority the amount of Taxes shown to be due on any such Tax Return. (c) The amount of Taxes shown to be due on any Tax Return filed in accordance with this Section 8.12 shall be final and binding upon the Parties, subject to any adjustment resulting from Tax contests as described in Section 8.5.

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the Company, the Subsidiaries to be prepared and the Joint Ventures to prepare and filefiled) all Tax Returns relating with respect to the Company each Subsidiary and Assets for all Pre-Closing Periods that are required to be filed after the Joint Ventures for taxable periods ending on or before the date of the MergerClosing Date, and the Seller shall pay (or cause to be paid) using its own funds all Taxes due with respect to the appropriate taxing authority the amount of Assets for all Pre-Closing Periods (whether or not such Taxes are required to be shown as due on such Returns. (b) The Purchaser a Tax Return). Buyer shall prepare and file (or cause the Company, the Subsidiaries to be prepared and the Joint Ventures to prepare and filefiled) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the CompanyAssets for all Straddle Periods (which, any Subsidiary for the avoidance of doubt, shall not include income Tax Returns of the Seller), and shall pay (or any Joint Venture after cause to be paid) all Taxes due with respect to the Assets for all Straddle Periods (whether or not such Taxes are required to be shown on a Tax Return but, for the avoidance of doubt, not including Income Taxes of the Seller). At least twenty (20) days before the date of the Merger and as on which each such Straddle Period Tax Return is to which Taxes are allocable to the Seller under Section 7.01 hereofbe filed, the Purchaser Buyer shall provide the to Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by a schedule calculating the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments portion of the Taxes for which Seller or its authorized representative on such Tax Return. (c) The Seller shall be is responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior pursuant to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determinedSection 6.2. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least Within ten (10) days prior following its receipt of such Tax Return and schedule, Seller shall notify Buyer whether it disagrees with any matter contained within such Tax Return or schedule, and, if it does, the Parties shall in good faith discuss and resolve such disagreement. Seller shall promptly pay to Buyer the portion of such Tax for which Seller is responsible pursuant to Section 6.2 within five (5) days after the determination of such portion pursuant to the due date for filing such Tax Returnsprovisions of this Section 6.1.

Preparation of Tax Returns. (a) The Seller Company shall prepare and file file, at its sole the direction of the Stockholder but at the expense of the Company (but such expense shall not reduce EBIT for the purposes of Section 2.1.3), all Federal, State and Local Tax returns for periods ending before the Closing Date ("Pre-Closing Date Periods") that are required to be filed by the Company on or cause after the Closing Date. Such returns shall report the Company's items of income, gain, deduction and credit for periods ending before the Subsidiaries Closing Date. The Stockholder and the Joint Ventures Purchaser shall elect pursuant to Section 1362(e)(3) of the Code to determine the Company's income for Pre-Closing Date Periods and subsequent periods in accordance with the Company's normal method of accounting. Such returns shall also include items of income and gain attributable to the deemed sale of assets by the Stockholder pursuant to Section 338 Elections. Stockholder shall give Purchaser the opportunity to review such tax returns prior to the filing thereof in the form ready for filing. The Stockholder shall not file such returns without the approval of Purchaser, not to be unreasonably withheld or delayed. The Stockholder shall have access to the books and records of the Company for use in connection with the preparation of such tax returns and Purchaser shall cooperate with Stockholder in the preparation thereof. The Company shall prepare and file) , at its expense and at the direction of Purchaser, all other Federal, State and Local Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause returns required to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare and file (or cause filed by the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to such tax return for a period that began before the CompanyClosing Date, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative Stockholder with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right an opportunity to review and comment on such Tax Return and statement tax returns prior to the filing of such Tax Returnthereof in the form ready for filing. The Seller and the Purchaser agree to shall consult and to attempt in good faith with Stockholder with respect to resolve any issues arising as a result of the Stockholder's review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Returntax returns. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the Companyprepare, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser prepared, and shall prepare and file (timely file, or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) be filed all Tax Returns that relate of the Company and each of its Subsidiaries due (after taking into account all appropriate extensions) on or prior to the Company, any Subsidiary or any Joint Venture for taxable periods ending after Closing Date (the date of the Merger (including Straddle Periods“Seller Prepared Returns”). Such Tax Seller Prepared Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time existing procedures and practices and accounting methods, unless a different treatment of any item is otherwise required by an intervening change in Law. (b) The Seller shall prepare (or cause to be prepared), and timely file all Tax Returns of the Company and each of its Subsidiaries with respect to any Pre-Closing Tax Period (other than a Straddle Period) required to be filed with any Governmental Authority after the Closing Date. The Seller shall prepare such Tax Returns on a basis consistent with existing procedures and practices and accounting methods, unless otherwise required by Law. With respect to any such Tax Return required Returns that are Income Tax Returns to be filed with respect to the Companyany Pre-Closing Tax Period, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty fifteen (3015) calendar days prior to the due date of any such Tax Returns (including accounting for all applicable extensions), the Seller shall submit such Tax Returns to the Buyer for review. If the Buyer disputes any extension thereof) for filing of item on any such Income Tax Return, it shall notify the Seller of such disputed item (or items) and the basis for its objection within ten (10) calendar days of receipt. The Buyer and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt negotiate in good faith to resolve any issues arising timely noticed dispute prior to the date on which the relevant Income Tax Return is required to be filed. If the parties cannot resolve any timely disputed item, the item in question shall promptly be referred to, and resolved by, the Accounting Firm in accordance with the procedures set forth in Section 2.3(b) and Section 2.3(c), applied mutatis mutandis. If such timely disputed item has not been resolved by the Accounting Firm as a result of the review of due date for such Tax Return, the Tax Return shall be filed as originally submitted by the Seller, and, after resolution by the Accounting Firm, such Tax Return and statement by the Seller shall thereafter be adjusted (or its authorized representative. The Purchaser agrees amended, if previously filed), if necessary, to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Returnresolution and filed accordingly. (c) The Seller Buyer shall prepare (or cause to be responsible for filing any prepared), and timely file all Income Tax Returns of the Company, the Company and each of its Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With with respect to those jurisdictions in which separate any Straddle Period required to be filed with any Governmental Authority after the Closing Date. The Buyer shall prepare such Tax Returns are filed on a basis consistent with existing procedures and practices and accounting methods, unless otherwise required by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at Law. At least ten fifteen (1015) calendar days prior to the due date for filing of any such Tax ReturnsReturns (accounting for all applicable extensions), the Buyer shall submit such Tax Returns to the Seller for review. If the Seller disputes any item on any such Income Tax Return, it shall notify the Buyer of such disputed item (or items) and the basis for its objection within ten (10) calendar days of receipt. The Buyer and the Seller shall negotiate in good faith to resolve any timely noticed dispute prior to the date on which the relevant Income Tax Return is required to be filed. If the parties cannot resolve any timely disputed item, the item in question shall promptly be referred to, and resolved by, the Accounting Firm in accordance with the procedures set forth in Section 2.3(b) and Section 2.3(c), applied mutatis mutandis. If such timely disputed item has not been resolved by the Accounting Firm as of the due date for such Tax Return, the Tax Return shall be filed as originally submitted by the Buyer, and, after resolution by the Accounting Firm, such Tax Return shall thereafter be adjusted (or amended, if previously filed), if necessary, to reflect such resolution and filed accordingly. (d) Notwithstanding anything to the contrary, the Seller shall have the exclusive right and control over any Tax Returns for the Seller or its Affiliates (other than the Company and the Company’s Subsidiaries) and any Tax Returns for a consolidated, combined, affiliated, unitary or similar Tax group that includes the Seller or any of its Affiliates.

Preparation of Tax Returns. (a) The Seller shall timely prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all any Tax Returns relating to the Company each Subsidiary and the Joint Ventures its subsidiaries for any taxable periods ending that end on or before prior to the date Closing Date (the "Seller Returns") and timely pay when due all Taxes relating to such Returns. The Seller Returns shall be prepared in a manner consistent with the prior practice of the MergerCompany and its subsidiaries (except to the extent Seller determines that there is no reasonable basis therefor). In the case of any Tax Return for a period that includes, but does not end on, the Closing Date (the "Buyer Returns"), Buyer shall prepare or cause the Company to prepare such Buyer Returns in a manner consistent with the prior practice of the Company and its subsidiaries (except to the extent Buyer determines that there is no reasonable basis therefor) and Buyer shall deliver such Buyer Returns to the Seller at least 14 days before such return is due to be filed (taking into account any extensions of time to file such return that have been properly obtained) for Seller's review and comment. Seller shall pay (reimburse Buyer for any Taxes on the Buyer Return owed by Seller pursuant to Sections 7.1(a) and 7.1(d). Buyer shall prepare and file or cause the Company to be paid) using its own funds prepare and file any Tax return relating to the appropriate taxing authority Company or any of its subsidiaries for any taxable periods that begin on or after the amount of Taxes shown as due on such ReturnsClosing Date. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment object to any items set forth on such Tax Return and statement prior to the filing Buyer Returns within seven days of the delivery of a particular return. In the event of such Tax Return. The Seller and an objection, the Purchaser agree to consult and to parties shall attempt in good faith to resolve the dispute. If the parties cannot resolve any issues arising as a result such dispute, the items remaining in dispute shall be submitted to an independent accounting firm of the review of such Tax Return international reputation selected by, and statement by the mutually acceptable to, Seller or its authorized representativeand Buyer. The Purchaser agrees to reflect independent accounting firm so selected shall determine the proper amounts for the items remaining in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The dispute and Buyer and Seller shall be responsible for filing bound by the determination by the independent accounting firm absent manifest error. The independent accounting firm shall make any Tax Returns such determination within seven days after submission of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to remaining disputed items. If a Tax Return is due before the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable statedisputed item is resolved hereunder, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, it shall be filed as prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.resolved items shall be reflected on an amended return. 35 30

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense or otherwise furnish to the appropriate party (or cause to be prepared and filed or so furnished) in a timely manner the United States federal income tax return of the Company for the Company's S short year. In addition, the Seller shall prepare and file, or cause to be prepared and filed, any and all other Tax Returns required to be filed by the Company (after giving effect to any valid extensions of the due date for filing any such Tax Returns) on or prior to the Closing Date. All such Tax Returns shall be prepared in a manner consistent with the prior Tax Returns of the Company, the Subsidiaries unless otherwise required under applicable law. The Seller shall timely pay (or cause to be timely paid) all Taxes shown as due and the Joint Ventures to owing on all such Tax Returns. The Buyer shall prepare and file) , or cause to be prepared and filed, any and all other Tax Returns relating required to be filed by the Company each Subsidiary and Company. Subject to its right to indemnification under this Section 6.4, the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller Buyer shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of all Taxes shown as due and owing on all such Tax Returns. (b) . The Purchaser shall prepare and file (or cause the CompanySeller, the Subsidiaries Company and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. The Buyer and the Joint Ventures Seller recognize that the Seller and Seller's agents and other representatives will need access, from time to prepare time, after the Closing Date, to certain accounting and file) all Tax Returns that relate records and information held by the Company to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods extent such records and information pertain to events occurring prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the CompanyClosing Date; therefore, any Subsidiary or any Joint Venture after the date each of the Merger Buyer and the Company agrees (i) to use all reasonable efforts to properly retain and maintain such records until such time as to which Taxes are allocable to the Seller under Section 7.01 hereof, agrees that such retention and maintenance is no longer necessary (but in no event longer than the Purchaser shall provide applicable statute of limitations) and (ii) to allow the Seller and its authorized representative with a copy Seller's agents and other representatives, at times and dates mutually acceptable to the parties, to inspect, review and make copies of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, records as the case Seller, its agents and other representatives may bedeem necessary or appropriate from time to time, for signature such activities to be conducted during normal business hours and filing at least ten (10) days prior to the due date for filing such Tax ReturnsSeller's expense.

Preparation of Tax Returns. (a) The Seller shall at its -------------------------- expense timely prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all any Income Tax Returns relating to the Company each Subsidiary Spirits Subsidiaries for any taxable periods that end on or prior to the Closing Date (the "SELLER RETURNS") and timely pay when due all Taxes relating to such --------------- Returns. The Seller Returns shall be prepared in a manner consistent with the prior practice of the Spirits Subsidiaries (except to the extent the Seller determines that there is no reasonable basis therefor). In the case of any Income Tax Return for a period that includes, but does not end on, the Closing Date (the "STRADDLE RETURNS"), the Buyers at their expense shall timely prepare ---------------- or cause the Spirits Subsidiaries to prepare such Straddle Returns in a manner consistent with the prior practice of the Spirits Subsidiaries (except to the extent the Buyers determine that there is no reasonable basis therefor) and the Joint Ventures Buyers shall deliver such Straddle Returns to the Seller at least 14 days before such return is due to be filed (taking into account any extensions of time to file such return that have been properly obtained) for taxable periods ending the Seller's review and comment. The Seller shall reimburse the Buyers for any Taxes on the Straddle Return owed by the Seller pursuant to Sections 7.1(a) and 7.1(d). The Buyers shall at their expense timely prepare and file, or before cause the date of Spirits Subsidiaries to prepare and file, any other Tax Returns due after the Merger, and Closing Date; provided that the Seller shall pay (prepare and file any such Tax Returns with respect to which the Seller may be entitled to a refund or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returnscredit under Section 7.2. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment object to any items set forth on such Tax Return and statement prior to the filing Straddle Returns within seven days of the delivery of a particular return. In the event of such Tax Return. The Seller and an objection, the Purchaser agree to consult and to parties shall attempt in good faith to resolve the dispute. If the parties cannot resolve any issues arising as a result such dispute, the items remaining in dispute shall be submitted to an independent accounting firm of the review of such Tax Return international reputation selected by, and statement by mutually acceptable to, the Seller or its authorized representativeand the Buyers. The Purchaser agrees to reflect independent accounting firm so selected shall determine the proper amounts for the items remaining in good faith dispute and the reasonable comments of Buyers and the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing bound by the determination by the independent accounting firm, absent manifest error. The independent accounting firm shall make any Tax Returns such determination within seven days after submission of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to remaining disputed items. If a Tax Return is due before the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable statedisputed item is resolved hereunder, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, it shall be prepared by the Seller filed as prepared, and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returnsresolved items shall be reflected on an amended return.

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures Companies to prepare and file) all income and franchise Tax Returns relating to the Company each Subsidiary and the Joint Ventures Companies for taxable periods ending on or before the date of the Merger, Closing and the Seller shall pay (or cause all other Tax Returns required to be paid) using its own funds filed prior to the appropriate taxing authority Closing Date, in each case in a manner consistent with prior practice to the amount of Taxes shown as due on such Returnsextent permitted under applicable Law with respect to Tax Returns that solely include the Companies. (b) The Purchaser Purchasers shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures Companies to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger Companies that are not prepared by the Seller pursuant to subparagraph (a) above (including Straddle Periods); it being understood that all Taxes shown as due and payable on such Tax Returns shall be the responsibility of the Purchasers, except for such Taxes which are the responsibility of the Seller pursuant to Section 7.01, which the Seller shall pay in accordance with this Article VII. Such Tax Returns for the first period ending after the Closing Date shall be prepared on a basis consistent with those prepared for prior taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in applicable Law. With respect to any such Tax Return required to be filed with respect that begins prior to the Company, any Subsidiary Closing Date or any Joint Venture after the date of the Merger and as to which Taxes are otherwise allocable to the Seller under Section 7.01 hereof, the Purchaser Purchasers shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser Purchasers will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on approve (not to be unreasonably withheld or delayed) such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser Purchasers agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Each Purchaser will, and will cause its Affiliates to, cooperate with the Seller shall be responsible for to cause the filing of any amended Tax Returns Return reasonably requested by the Seller relating to a taxable period (or portions thereof) of any of the Company, the Subsidiaries and the Joint Ventures for taxable periods Companies ending on or prior to before the date Closing Date; provided, that the Seller will pay or reimburse a Purchaser for any reasonable professional fees incurred by such Purchaser or its Affiliates in connection with the preparation and filing of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax ReturnsReturn.

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating of the Acquired Companies with respect to the Company each Subsidiary all Pre-Closing Tax Periods and the Joint Ventures for Straddle Periods. Seller shall prepare all such Tax Returns in a manner consistent with past practice and shall not take any position, make any election or adopt any method that is inconsistent with positions taken, elections made or methods used in prior taxable periods ending on if such position, election or before adoption could reasonably be expected to increase the date Tax liability or otherwise adversely affect the Tax affairs of any of the Merger, and Acquired Companies or the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all for any Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods period ending after the date Closing Date. Seller shall deliver to Purchaser drafts of the Merger (including Straddle Periods). Such such Tax Returns shall be prepared on a basis consistent (together with those prepared for taxable periods prior schedules, statements and, to the Merger Effective Time unless a different treatment of any item is required extent reasonably requested by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the CompanyPurchaser, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and informationdocumentation) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of before such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by due (taking into account applicable extensions) for Purchaser’s review and comment. Seller and Purchaser shall use commercially reasonable efforts to reach an agreement with respect to positions taken on all such Tax Returns and, to the Companyextent agreement cannot be reached, the Subsidiaries matter in dispute shall be submitted to the Independent Accountant for resolution. Seller shall timely file (or cause to be timely filed) all such Tax Returns required to be filed on or before the Closing Date, and Purchaser shall timely file (or cause to be timely filed) all such Tax Returns required to be filed after the Joint VenturesClosing Date. Seller shall pay, or cause to be paid, any required amended amounts due with respect to such Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returnstaking into account its indemnification obligation under this Agreement).

Preparation of Tax Returns. (a) The Seller Acquired Companies shall prepare and file at its sole expense (timely file, or cause the Companyto be prepared and timely filed, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating that are required to be filed by or with respect to the Company each Subsidiary and the Joint Ventures for taxable periods ending Acquired Companies (taking into account any extension properly obtained) on or before the date of the MergerClosing Date (each, a “Company Prepared Return”), and the Seller shall pay (pay, or cause to be paid) using its own funds to , all Taxes of the appropriate taxing authority the amount of Taxes shown as Acquired Companies due on or before the Closing Date. All Company Prepared Returns shall be prepared by treating items on such ReturnsTax Returns in a manner consistent with the past practices of the Acquired Companies with respect to such items, except as otherwise required by applicable Law. At least 20 days prior to filing a Company Prepared Return that is an Income Tax or other material Tax Return, the Company shall submit a copy of such Tax Return to Parent for Parent’s review, and shall consider in good faith any reasonable comments to such Tax Return as are timely provided in writing by Parent. (b) The Purchaser Parent shall prepare or cause to be prepared, and file (or cause the Companyto be filed, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate of or with respect to the Company, Acquired Companies for any Subsidiary or any Joint Venture for taxable periods ending Pre-Closing Tax Period required to be filed after the date of the Merger Closing Date (including Straddle Periodseach such Tax Return, a “Parent Tax Return”). Such All Parent Tax Returns shall be prepared on a basis consistent with those prepared the past practice of the Acquired Companies except as otherwise required by applicable Law and, to the extent such Parent Tax Return is an Income Tax Return, shall reflect a deduction for taxable periods the Transaction Tax Deductions to the extent supportable on at least a “more-likely-than-not basis.” At least 20 days prior to the Merger Effective Time unless a different treatment of date on which any item is required by an intervening change in Law. With respect to any Parent Tax Return that is an Income Tax or other material Tax Return is required to be filed with respect to (taking into account any valid extensions), Parent shall submit such Parent Tax Return (or, at Parent’s election, a pro forma Tax Return for the Company, any Subsidiary or any Joint Venture after the date portion of the Merger Straddle Period ending on the Closing Date), to Holders Representative for Holders Representative’s review and as shall consider in good faith any reasonable comments to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt as are timely provided in good faith to resolve any issues arising as a result of the review of such Tax Return and statement writing by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax ReturnHolders Representative. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (a) The Seller Xxxxxxxx shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare prepared, and file (or cause the Companyto be filed, the Subsidiaries at Xxxxxxxx’x sole cost and the Joint Ventures to prepare and file) expense, all Tax Returns of Xxxxxxxx and each of the other Companies for all Pre-Closing Tax Periods that relate are not Straddle Periods. All such returns shall be true, correct and complete and accurately set forth all items to the Company, any Subsidiary extent required to be reflected or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods)included in such returns by applicable law. Such Tax Returns All such returns shall be prepared on a basis that is consistent with those the manner in which Xxxxxxxx and the other Companies prepared or filed such Tax Returns for taxable prior periods prior and this Agreement, except to the Merger Effective Time unless a different treatment of any item is required by an intervening change in extent not permitted under applicable Law. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser The Members shall provide the Seller and its authorized representative with a copy copies of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on each such Tax Return that is allocable to the Seller pursuant to Section 7.01 Buyer for its review and comment at least thirty (30) days prior to the due date (including applicable filing deadline and shall make any extension thereof) changes reasonably requested by Buyer with respect thereto. Xxxxxxxx shall arrange for the filing of such Tax Returns. The Members shall timely pay or cause to be timely paid all Taxes due pursuant to such Tax Returns. (b) Buyer shall prepare and file all Tax Returns of the Acquired Subsidiaries for Pre-Closing Tax Periods and Straddle Periods which are not described in Section 8.1(a) and are filed after the Closing Date. To the extent necessary, the Members and Xxxxxxxx shall cooperate with Buyer in timely filing each Tax Return prepared pursuant to this Section 8.1(b). All such Tax Returns shall be prepared in accordance with applicable Law and in a manner consistent with the prior practice of the Acquired Subsidiaries to the extent in compliance with applicable Law. Buyer shall deliver or cause to be delivered drafts of all such Tax Returns to Xxxxxxxx for its review at least thirty (30) days prior to the Due Date of any such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement consider in good faith all reasonable comments provided by Xxxxxxxx with respect thereto. No later than five (5) Business Days prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. due date (cincluding extensions) The Seller shall be responsible for filing any Tax Returns pursuant to this Section 8.1(b), the Members shall pay, or cause to be paid, to Buyer or its designee all Taxes of the Company, the Acquired Subsidiaries shown as due and the Joint Ventures for taxable periods ending payable on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns, subject to application of Section 8.2.

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the Companyprepare, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser prepared, and shall prepare and file (timely file, or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) be filed all Tax Returns that relate of the Company and each of its Subsidiaries due (after taking into account all appropriate extensions) on or prior to the Company, any Subsidiary or any Joint Venture for taxable periods ending after Closing Date (the date of the Merger (including Straddle Periods“Seller Prepared Returns”). Such Tax Seller Prepared Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time existing procedures and practices and accounting methods, unless a different treatment of any item is otherwise required by an intervening change in Law. (b) The Seller shall prepare (or cause to be prepared), and timely file all Tax Returns of the Company and each of its Subsidiaries with respect to any Pre-Closing Tax Period (other than a Straddle Period) required to be filed with any Governmental Authority after the Closing Date. The Seller shall prepare such Tax Returns on a basis consistent with existing procedures and practices and accounting methods, unless otherwise required by Law. With respect to any such Tax Return required Returns that are Income Tax Returns to be filed with respect to the Companyany Pre-Closing Tax Period, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty fifteen (3015) calendar days prior to the due date of any such Tax Returns (including accounting for all applicable extensions), the Seller shall submit such Tax Returns to the Buyer for review. If the Buyer disputes any extension thereof) for filing of item on any such Income Tax Return, it shall notify the Seller of such disputed item (or items) and the basis for its objection within ten (10) calendar days of receipt. The Buyer and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt negotiate in good faith to resolve any issues arising timely noticed dispute prior to the date on which the relevant Income Tax Return is required to be filed. If the parties cannot resolve any timely disputed item, the item in question shall promptly be referred to, and resolved by, the Accounting Firm in accordance with the procedures set forth in Section 2.3(b) and Section 2.3(c), applied mutatis mutandis. If such timely disputed item has not been resolved by the Accounting Firm as a result of the review of due date for such Tax Return, the Tax Return shall be filed as originally submitted by the Seller, and, after resolution by the Accounting Firm, such Tax Return and statement by the Seller shall thereafter be adjusted (or its authorized representative. The Purchaser agrees amended, if previously filed), if necessary, to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Returnresolution and filed accordingly. (c) The Seller Buyer shall prepare (or cause to be responsible for filing any prepared), and timely file all Income Tax Returns of the Company, the Company and each of its Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With with respect to those jurisdictions in which separate any Straddle Period required to be filed with any Governmental Authority after the Closing Date. The Buyer shall prepare such Tax Returns are filed on a basis consistent with existing procedures and practices and accounting methods, unless otherwise required by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at Law. At least ten fifteen (1015) calendar days prior to the due date for filing of any such Tax ReturnsReturns (accounting for all applicable extensions), the Buyer shall submit such Tax Returns to the Seller for review. If the Seller disputes any item on any such Income Tax Return, it shall notify the Buyer of such disputed item (or items) and the basis for its objection within ten (10) calendar days of receipt. The Buyer and the Seller shall negotiate in good faith to resolve any timely noticed dispute prior to the date on which the relevant Income Tax Return is required to be filed. If the parties cannot resolve any timely disputed item, the item in question shall promptly be referred to, and resolved by, the Accounting Firm in accordance with the procedures set forth in Section 2.3(b) and Section 2.3(c), applied mutatis mutandis. If such timely disputed item has not been resolved by the Accounting Firm as of the due date for such Tax Return, the Tax Return shall be filed as originally submitted by the Buyer, and, after resolution by the Accounting Firm, such Tax Return shall thereafter be adjusted (or amended, if previously filed), if necessary, to reflect such resolution and filed accordingly. (d) The Buyer shall prepare (or cause to be prepared), and timely file with its Income Tax Return for the Tax year that includes the Closing and the Closing Date, at the cost and expense of the Buyer, a new domestic use agreement, as defined in Treasury Regulation Section 1.1503(d)-6(f)(2)(iii) with respect to each of the dual consolidated losses of the Company. (For purposes of this Agreement, “the dual consolidated losses of the Company” includes all dual consolidated losses attributable to the separate unit and combined separate unit that include the Seller’s interests and operations in Puerto Rico, as determined under Treasury Regulation Section 1.1503(d)-1(b)(4), for Tax years of the Seller up to and including the Tax year of the Closing and Closing Date.) The Buyer shall prepare such new domestic use agreements in accordance with Treasury Regulation Section 1.1503(d)-6(f)(2)(iii). At least fifteen (15) calendar days prior to the due date of such Income Tax Return (accounting for all applicable extensions), the Buyer shall submit such new domestic use agreements and all associated filings with respect to the dual consolidated losses of the Company under Treasury Regulation Section 1.1503(d)-1 through -8 to the Seller for review. If the Seller disputes any item on any such filings, the Seller shall notify the Buyer of such disputed item (or items) and the basis for its objection within seven (7) calendar days of receipt. The Seller and the Buyer shall negotiate in good faith to resolve any timely noticed dispute prior to the date on which the Income Tax Return is required to be filed. If the parties cannot resolve any timely disputed item, the item in question shall promptly be referred to, and resolved by, the Accounting Firm in accordance with the procedures set forth in Section 2.3(b) and Section 2.3(c), applied mutatis mutandis. In addition, after the Closing, without the prior written consent of the Seller (not to be unreasonably withheld, conditioned or delayed), the Buyer shall not take (or permit the Company to take) any of the actions set forth on Schedule 8.1(d) during the “certification period” (within the meaning of Treasury Regulation Section 1.1503(d)-1(b)(20)). (e) Notwithstanding anything to the contrary, the Seller shall have the exclusive right and control over any Tax Returns for the Seller or its Affiliates (other than the Company and the Company’s Subsidiaries) and any Tax Returns for a consolidated, combined, affiliated, unitary or similar Tax group that includes the Seller or any of its Affiliates; provided, however, that the Seller shall not make any election pursuant to Treasury Regulation Section 1.1502-76 to ratably allocate items with respect to the Company or its Subsidiaries for the year that includes the Closing Date.

Preparation of Tax Returns. (a) The At its sole cost and expense, Seller shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds prepared all Tax Returns required by applicable Law in respect of Target for all Pre-Closing Tax Periods which are not filed prior to the appropriate taxing authority Closing Date, in a manner consistent with past practice, unless otherwise required by applicable Law. Seller shall provide a copy of such Tax Returns to Purchaser for review, comment and approval at least 45 days prior to the amount of Taxes shown as due date on which such Tax Returns are to be timely filed. Seller shall reflect such comments from Purchaser on such Tax Returns to the extent such comments are reasonable and consistent with prior practice. Purchaser shall on a timely basis cause Target to sign and file such Tax Returns. All such Tax Returns so prepared by or on behalf of Seller shall be complete and accurate in all material respects. (b) The Purchaser At its sole cost and expense, Seller shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and filebe prepared all Straddle Period Returns (if any) all Tax Returns that relate for each Straddle Period of Target up to the CompanyClosing Date, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on in a basis manner consistent with those prepared for taxable periods prior to the Merger Effective Time past practice, unless a different treatment of any item is otherwise required by an intervening change in applicable Law. With respect Prior to any filing such returns with the relevant Tax Return required to be filed with respect to the CompanyAuthorities, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return Straddle Period Returns to Purchaser for review, comment and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 approval at least thirty (30) 45 days prior to the due date on which such Straddle Period Return is to be timely filed. Seller shall reflect such comments from Purchaser on such Straddle Period Returns to the extent such comments are reasonable and consistent with prior practice. Purchaser shall on a timely basis cause Target to sign and file such Straddle Period Returns. (c) Seller shall provide Purchaser, Target and their respective accountants copies of, and access upon reasonable notice at all reasonable times during normal business hours to, the Books and Records and the work papers and supporting documents and its auditor relating to the Tax Returns referred to in Section 9.1(a) and Section 9.1(b). (d) In the event of a disagreement that the Tax Returns referred to at Section 9.1(a) or 9.1(b) were properly prepared, Seller and Purchaser shall attempt to resolve such disagreement; provided, however, that if Seller and Purchaser fail to reach agreement within 5 days of the relevant due date for filing the relevant Tax Returns, then the disagreement shall be resolved by the Neutral Accountant in the manner set forth in Sections 2.7(f) and 2.7(g), the provisions of which shall apply mutatis mutandis. The fees and expenses incurred in connection with the Neutral Accountant making any such determination will be borne 50% by Seller and 50% by Purchaser. (e) Following the Closing, Purchaser shall and shall cause Target to cooperate fully with Seller including to allow Seller to have such access to the Books and Records or other documentation within the control of Purchaser and Target, as is reasonably necessary in order to allow Seller to prepare the Tax Returns described in Section 9.1(a) and Section 9.1(b). (f) Seller agrees to furnish, upon request, as promptly as practicable, such information and assistance relating to Target as is reasonably necessary in preparing and filing the Tax Returns (including Straddle Period Returns), the making of any extension thereof) election related to Taxes, the preparation for filing of such any audit by any Tax ReturnAuthority, and the Seller and its authorized representative shall have the right prosecution or defense of any claim, suit or proceeding relating to review and comment on such any Tax or Tax Return and statement prior of Target, subject to reimbursement by Purchaser or Target of any reasonable expenses incurred directly in connection therewith. (g) Purchaser shall (i) pay to the filing Seller within 10 Business Days of receipt, the amount of any refund of Taxes or credit against Taxes payable (whether actually received or applied as a credit or offset against Taxes payable) (plus the after tax amount of any interest paid thereon and net of any reasonable expenses incurred directly by Purchaser or Target in connection therewith), where such refund or credit relates to a Pre-Closing Tax Period except to the extent any portion of such Tax Return. The Seller and refund or credit (A) was included in current assets in the Purchaser agree to consult and to attempt in good faith to resolve any issues arising Closing Date Statement, (B) arises as a result of the review carry-back of such a non-capital loss from a period ending after the Closing Date pursuant to paragraph 111(1)(a) of the Tax Return Act, (C) is in respect of experimental research and statement by the scientific development expenditures or any similar tax incentive, or (D) is in respect of any capital or non-capital loss carry forwards, and (ii) deliver to Seller a copy of all assessments, re-assessments and other Tax Forms or its authorized representativedocuments relating to any Straddle Period Return. The Purchaser agrees to reflect in good faith At the reasonable comments request of the Seller, Purchaser and Target shall, and shall cause each of their respective Affiliates to, execute such documents and take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Purchaser, Target or any of their respective Affiliates to receive and obtain all such refunds or credits, subject to reimbursement by Seller of any reasonable expenses incurred directly in connection therewith. Purchaser and Target shall not, and shall not permit any of their respective Affiliates to, voluntarily forfeit, fail to collect or its authorized representative on otherwise minimize any such Tax Returnrefund or credit. (ch) The Upon the filing of any Tax Return referred to in Section 9.1(a) and Section 9.1(b), the Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior promptly pay to Target an amount equal to the date of Taxes, if any, payable with respect thereto, which was not otherwise accounted and adjusted for in the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax ReturnsClosing Date Statement.

Preparation of Tax Returns. (a) The Seller Deutsche Bank shall cause the DB Entities to prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures DB Entities for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such ReturnsClosing Date. (b) The Purchaser shall prepare and file (prepare, or cause the CompanyDB Entities to prepare, the Subsidiaries and the Joint Ventures to prepare and file) all any Tax Returns that relate to the Company, any Subsidiary or any Joint Venture DB Entities for taxable periods ending after the date of the Merger (including Straddle Periods). Such Closing Date, it being understood that all Taxes indicated as due and payable on such Tax Returns shall be prepared on a basis consistent the responsibility of the Purchaser, except for such Taxes which are the responsibility of Deutsche Bank pursuant to Section 7.01 which Deutsche Bank shall pay in accordance with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Lawthis Article VII. With respect to any Tax Return required to be filed with respect to the CompanyDB Entities for a taxable period that includes the Closing Date, the Purchaser agrees to act in good faith in reporting the Tax items of the DB Entities and not to cause the DB Entities to claim any Subsidiary deduction, refund, or credit in a manner inconsistent with a prior taxable period, except as may be required pursuant to applicable Law or pursuant to a “determination” under Section 1313(a) of the Code (or any Joint Venture similar provision of state, local or non-U.S. law). With respect to any Tax Return required to be filed with respect to the DB Entities, after the date of the Merger Closing Date and as to which Taxes are allocable to the Seller Deutsche Bank under Section 7.01 hereof, the Purchaser shall provide the Seller Deutsche Bank and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller Deutsche Bank pursuant to Section 7.01 Article VII hereof at least thirty (30) 30 days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller Deutsche Bank and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller Deutsche Bank and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller Deutsche Bank or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (ai) The Seller Company shall prepare and file at its sole expense (Company’s expense, on or cause prior to the Companydue date thereof, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating required to be filed by the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the MergerClosing Date, with a copy thereof provided to Parent promptly after such filing, and the Seller shall timely pay (or cause any Taxes due with respect to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such ReturnsTax Return. (bii) The Purchaser Shareholders shall prepare bear the cost and file (or cause expense of preparing federal and state income Tax Returns of the CompanyCompany for the taxable period ending on the Closing Date and shall timely pay all Taxes due with respect to such Tax Return, to the Subsidiaries and the Joint Ventures extent such Taxes constitute Parent Indemnified Taxes. Taxes due with respect to prepare and file) all such Tax Returns that relate to are not Parent Indemnified Taxes shall be paid by the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods)Surviving Corporation. Such Tax Returns shall be prepared on a basis consistent with those prepared at the direction of the Shareholder Representative and shall be signed by an officer of the Company who was an officer prior to the Merger, subject to prior review and approval by the appropriate tax officer(s) of the Parent and/or Surviving Corporation which approval shall not be unreasonably withheld. (iii) Parent, Surviving Corporation or their affiliates will file (or cause to be filed) all Tax Returns of the Company or Surviving Corporation due after the Closing Date for taxable periods prior to ending after the Merger Effective Time unless a different treatment of any item is required by an intervening change in LawClosing Date. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return for a taxable period that is allocable begins prior to the Seller pursuant Closing Date, Shareholders shall pay to Section 7.01 Parent at least thirty (30) two days prior to the due date (including any extension thereof) for filing therefor, the portion of such the Tax Return, and the Seller and its authorized representative shall have the right due with respect to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as that constitutes a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax ReturnParent Indemnified Tax. (civ) The Seller From and after the date hereof, the Shareholders shall be responsible for filing not, and shall not permit any of their respective affiliates to, amend any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger Return previously filed which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished includes information relating to the Company, the Subsidiaries unless prior written notice thereof has been delivered to Parent and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior such amended Tax Return will not result in any tax liability to the due date for filing such Tax ReturnsCompany.

Preparation of Tax Returns. (ai) The Seller Company shall prepare and file at its sole expense (timely file, or shall cause the Companyto be prepared and timely filed, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating that are required to be filed by the Company each Subsidiary and the Joint Ventures for taxable periods ending Acquired Companies (taking into account any extension properly obtained) on or before the date of the MergerClosing Date (“Company Prepared Returns”), and the Seller shall pay (pay, or cause to be paid) using its own funds to , all Taxes of the appropriate taxing authority the amount of Taxes shown as Company due on such Returns. (b) The Purchaser shall prepare and file (or cause before the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods)Closing Date. Such Tax All Company Prepared Returns shall be prepared by treating items on such Tax Returns in a basis manner consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment past practices of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed the applicable Acquired Company with respect to the Companysuch items, any Subsidiary or any Joint Venture after the date of the Merger and except as otherwise required by applicable Law. At least twenty (20) days prior to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with filing a copy of such completed Company Prepared Return that is an income Tax Return and a statement reasonable period (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days if reasonably practicable) prior to the due date for filing of any other Company Prepared Return, the Company shall submit a copy of such Tax Return to Parent for Parent’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) and shall consider such revisions to such Tax Returns as are requested by Parent. (ii) Parent shall prepare or cause to be prepared and file or cause to be filed, all Tax Returns for the Acquired Companies for a Pre-Closing Tax Period or Straddle Period that are required to be filed after the Closing Date (the “Parent Prepared Returns”). All such Parent Prepared Returns that are not for a Straddle Period shall be prepared in a manner consistent with the applicable Acquired Company’s past practice, except as contemplated in Section 5.2(f) with respect to the Specified Tax Matters or as otherwise required to be in compliance with applicable Law. In the event that any Parent Prepared Return shows any material Unpaid Pre-Closing Taxes that are subject to indemnification by the Company Indemnitors pursuant to this Agreement, Parent will submit such Parent Prepared Return to the Stockholder Representative for review and comment at least twenty (20) days (or, if such Parent Prepared Return is required to be filed within twenty (20) days after the Agreement Date, as soon as practicable after the Agreement Date) prior to the filing of such Parent Prepared Return (taking into account any validly obtained extensions of time to file) that is an income Tax Return or a reasonable period (which shall be at least ten (10) days if reasonably practicable) prior to the filing of any other such Parent Prepared Return; provided that any failure or delay in providing any Parent Prepared Return to the Stockholder Representative shall not relieve the Company Indemnitors of any indemnification obligations with respect to such Tax Return except to the extent the Company Indemnitors are actually prejudiced as a result thereof. Parent will consider in good faith all reasonable comments timely received in writing from the Stockholder Representative. The Company Indemnitors shall be responsible for reimbursing Parent for any Unpaid Pre-Closing Taxes shown as due on such Parent Prepared Returns promptly upon request by Parent (to the {N4442029.10} 255288355 v23 extent such Unpaid Pre-Closing Taxes are not reflected in the Closing Indebtedness Amount or Closing Transaction Expenses Amount).

Preparation of Tax Returns. (a) The Seller shall cause Ganis to prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company Ganis and each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such ReturnsClosing Date. (b) The Purchaser shall prepare and file (or cause the Company, Ganis and the Subsidiaries and the Joint Ventures to prepare and file) all any Tax Returns that relate to the Company, Ganis or any Subsidiary or any Joint Venture for taxable periods ending after the date Closing Date, it being understood that all Taxes indicated as due and payable on such Tax Returns shall be the responsibility of the Merger Purchaser (including Straddle Periodsany Taxes reserved for on the Closing Balance Sheet), except for such Taxes which are the responsibility of the Seller pursuant to Section 7.01 which the Seller shall pay in accordance with Article VII. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to Ganis or the Company, any Subsidiary or any Joint Venture Subsidiaries after the date of the Merger Closing Date and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 Article VII hereof at least thirty (30) 30 days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult with each other and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (a) The Seller shall prepare Lead Indemnitor will be responsible for the preparation and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) filing of all Tax Returns relating for Casden and CPLB for all Pre-Closing Periods and pay all third-party costs and expenses incurred in preparing and filing such Tax Returns. All Tax Returns for Casden and CPLB for any Pre-Closing Period and any Straddle Period shall be prepared in a manner consistent with the applicable entity's past practices as in effect prior to the Company each Subsidiary Closing Date; provided, that, such past practices are in accordance with the Code and the Joint Ventures regulations thereunder. AIMCO agrees to reasonably cooperate in the preparation and filing of such Tax Returns and to make available at its expense records and employees of AIMCO necessary for taxable periods the preparation or such Tax Returns. AIMCO and its accountants will be provided for their review and comment, a draft of each material Tax Return with respect to any period (or portion thereof) ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 Closing Date at least thirty (30) 20 days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right Lead Indemnitor intends to review and comment on such Tax Return and statement prior to the filing of file such Tax Return. The Seller and AIMCO shall notify the Purchaser agree Lead Indemnitor in writing of any proposed change (a "Proposed Change") to consult and to attempt in good faith to resolve any issues arising as a result of such Tax Return within five business days after the review delivery of such Tax Return and statement by the Seller or its authorized representativeLead Indemnitor. The Purchaser agrees Lead Indemnitor shall consider in good faith any such Proposed Change and shall notify AIMCO of its acceptance or rejection of any such change within five days after receipt thereof. If the Lead Indemnitor and AIMCO disagree as to reflect the necessity or correctness of any Proposed Change and such proposed change relates in any material way to the REIT status of any Indemnitee, such Proposed Change shall be submitted to an independent, nationally recognized accounting firm (other than the preparer of AIMCO's or the any of the Indemnitors' Tax Returns or financial statements) selected by the accounting firm of AIMCO and the Lead Indemnitor, for immediate resolution. In resolving a dispute concerning any Proposed Change, the accounting firm shall consult with, and consider in good faith the reasonable comments opinions and positions of, AIMCO and the Lead Indemnitor as to the proper resolution of the Seller or its authorized representative on any matters at issue. The decision of such Tax Return. (c) The Seller accounting firm concerning such Proposed Change shall be responsible for filing any Tax Returns final. The cost of the Company, the Subsidiaries such resolution shall be borne 50% by AIMCO and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made 50% by the IRS Lead Indemnitor (or the Additional Indemnitors if not paid by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax ReturnsLead Indemnitor).

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries to be prepared and the Joint Ventures to prepare and filefiled) all Tax Returns that relate returns relating to the CompanySubsidiaries, the Assets and the Business for any Subsidiary taxable period ending on or before the Closing Date, and the Purchaser shall do the same for any Joint Venture for taxable periods period ending after the date Closing Date (other than any claims for refund arising out of the Merger (including Straddle carryback of any items arising in taxable periods beginning after the Closing Date and Post-Closing Partial Periods). Such Tax Returns returns filed by the Purchaser for a taxable year that includes the Closing Date shall be prepared on a basis consistent with those prepared for taxable periods prior to tax years (unless counsel for the Merger Effective Time unless a different treatment of any item Purchaser, after consultation with counsel for the Seller, determines that there is required by an intervening change no reasonable basis in Lawlaw therefor). With respect to all Tax Returns required to be filed by the Seller under this Section 7.04, pro forma Tax returns of Craix-Xxxxxxxx xxx Dataforms shall be delivered to Purchaser at least 30 days before the date on which any such Return is required to be filed (subject to applicable expansions reasonably requested by the Sellers) provided, however, that any Tax Return required to be filed by the Seller under this Section 7.04 that results in a Tax liability of the Purchaser or any Purchaser Tax Group Member or any of the Subsidiaries on a post-Closing basis shall be subject to the Purchaser's prior written consent with respect to that item (which consent shall not be unreasonably withheld). With respect to any Tax return required to be filed by the Company, any Subsidiary or any Joint Venture Purchaser after the date of the Merger Closing Date, and as to which Taxes are an amount of Tax is allocable to the Seller under Section 7.01 7.01(d) hereof, or as to which a Tax refund, credit or other Tax benefit is allocable to the Seller under Section 7.02 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return return, and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax or Tax refund, credit or other benefit shown on such Tax Return return that is allocable to the Seller pursuant to Section 7.01 7.01(d) or 7.02 hereof, at least thirty (30) 30 days prior to the due date (including any extension thereof) for the filing of such Tax Returnreturn, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return return and statement prior to the filing of such Tax Returnreturn. The Seller and the Purchaser agree agrees to consult with the Seller and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax ReturnSeller. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (a) The Seller Sellers (or its Representative) shall prepare and file at its sole expense (or cause the Companyfile, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds prepared and filed, all Tax Returns of the Company for all Tax periods that end on or prior to the appropriate taxing authority Closing Date ("Pre-Closing Tax Periods") and that are filed after the amount Closing Date ("Pre-Closing Tax Returns"). All such Pre-Closing Tax Returns shall be prepared in a manner that is consistent with the past practice of Taxes shown as due on such Returnsthe Company unless contrary to applicable Law. (b) The Purchaser shall Buyer will cause the Company to prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) on a timely basis all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture ("Straddle Period Tax Returns") for taxable Tax periods beginning before and ending after the date of the Merger Closing Date (including "Straddle Periods"). Such All such Straddle Period Tax Returns shall be prepared on a basis consistent filed in accordance with those prepared for taxable periods prior the past practices of the Company unless contrary to applicable Law. Buyer will provide such Straddle Period Tax Returns to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger Sellers' Representative for review and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 comment at least thirty (30) days prior to the their filing due date (including any extension thereofextensions). Buyer shall incorporate all reasonable comments received from the Sellers' Representative within ten (10) for filing days after drafts of such Straddle Period Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior Returns are provided to the filing of Sellers' Representative for review; provided, however, that if Buyer does not agree with any such Tax Return. The Seller and comment, the Purchaser agree dispute shall be referred to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax ReturnAccounting Firm for binding resolution. (c) The Seller Buyer shall be responsible for filing any cause the Tax Returns year of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior Company to the date close as of the Merger which are required as a result end of examination adjustments made by the IRS or by the Closing Date for U.S. federal and applicable state, local or local, and foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished income tax purposes (to the Company, extent permitted by applicable Law) by including the Subsidiaries and Company on Buyer's consolidated Tax Return after the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax ReturnsClosing Date.

Preparation of Tax Returns. (a) The Seller shall prepare will be responsible for the preparation and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) filing of all Tax Returns relating for the Companies for all Pre-Closing Periods, and will pay all third-party costs and expenses incurred in preparing and filing such Tax Returns. Acquiror will be responsible for the preparation and filing of all Tax Returns for the Companies for all Post-Closing Periods and any Tax period that includes a Straddle Period. All Tax Returns of the Companies for any Pre-Closing Period and any Straddle Period shall be prepared in a manner consistent with the applicable entity's past practices as in effect prior to the Company each Subsidiary Closing Date; provided, however, that such past practices are in accordance with the Code and the Joint Ventures regulations thereunder. Acquiror shall submit any Tax Return that includes a Straddle Period to Seller for taxable periods review and consent, which consent shall not be unreasonably withheld. Each of Acquiror and Seller agrees to reasonably cooperate in making available information necessary to the preparation and filing of such Tax Returns and each agrees to make available, at its expense, records and employees of the Companies, Seller and Acquiror necessary for the preparation or such Tax Returns. Acquiror and its accountants will be provided for their review, a draft of each material Tax Return with respect to any period (or portion thereof) ending on or before the Closing Date at least 20 days prior to the date Seller intends to file such Tax Return. To the extent that positions previously taken on Tax Returns of the MergerCompanies require further explication or substantiation in order for the Acquiror to prepare Tax Returns with respect to Post-Closing Periods, and the Seller shall pay (provide or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on provided such Returns. (b) The Purchaser shall prepare information and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed background with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, matters as the case Acquiror may be, for signature and filing at least ten (10) days prior from time to the due date for filing such Tax Returnstime reasonably request.

Preparation of Tax Returns. The following provisions shall govern the allocation of responsibility as between Buyer and the Company on the one hand and the Executing Shareholders and the Shareholders' Representative on the other hand for certain tax matters following the Closing: (a) The Seller shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable For any tax periods ending on or before the date Closing Date or for the portion of any tax period beginning on or before the MergerClosing Date through to the Closing Date, and the Seller Company shall pay (prepare or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) prepared all Tax Returns that relate for the Company and the Subsidiary which are filed after the Closing Date. Subject to the Companyrequirements of applicable law, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such each such Tax Returns Return shall be prepared on in a basis manner consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date past practices of the Merger Company and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on Subsidiary. Each such Tax Return that is allocable shall be submitted to the Seller pursuant to Section 7.01 Shareholders' Representative at least thirty (30) fifteen days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt Company shall make any changes in good faith to resolve any issues arising as a result of the review of such proposed Tax Return and statement as are reasonably requested by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) Shareholders' Representative no less than five days prior to the due date (including extensions) for filing such Tax ReturnsReturn. The Company shall file timely or cause to be filed timely such Tax Return, as so modified. In the event the Company is required to make any payment of an amount for Taxes relating or attributable to any tax period ending on or before the Closing Date or for the portion of any tax period beginning on or before the Closing Date through to the Closing Date, the Shareholders hereby covenant and agree with Buyer, the Company and the Subsidiary to pay such amount (the "Pre-Closing Taxes"). The Executing Shareholders shall, within five days of receipt of written notice from the Company of any Pre-Closing Taxes, pay to the Company, by check or wire transfer as directed by the Company in such notice, their Pro Rata Share of the amount of the Pre-Closing Taxes less any amount due and payable by the Company to the Shareholders' Representative on account of any refund or credit of Taxes to be paid by the Company to the Shareholders' Representative pursuant to this Section 10.05(a) to the extent that such refund amount has not already been paid by the Company to the Shareholders' Representative. In the event the Company or the Subsidiary receives a refund or credit of Taxes relating or attributable to any tax period ending on or before the Closing Date or for the portion of any tax period beginning on or before the Closing Date through to the Closing Date, Buyer shall cause the Company to, and the Company shall, within five business days of receipt or utilization of such amount, pay to the Shareholders' Representative 37 (on behalf of the Shareholders) the amount by which such refund or credit exceeds the amount (if any) required to be paid by the Shareholders' Representative to the Company or the Subsidiary with respect to any Pre-Closing Taxes. For the purposes of the foregoing, a credit shall be deemed utilized at such time as the actual liability of the Company or the Subsidiary for Taxes (including estimated Taxes) is less than it would have been had such credit not been available. In the event that the liability of the Company or the Subsidiary for Taxes for any tax period beginning after the Closing Date or for any portion of a tax period such portion beginning after the Closing Date (in each case, a "Post-Closing Period") is reduced as a result of taking into account in any such Post-Closing Period any item of loss or deduction attributable to (i) the exercise or cashing out of any warrants or options for stock of the Company after the date hereof and on or before the Closing Date and (ii) payments in the nature of prepayment penalties with respect to the Indebtedness referred to in Section 1.05(b)(iii) hereof (in each case, a "Tax Reduction Item"), Buyer shall cause the Company to, and the Company shall, within fifteen business days of the close of such Post-Closing Period, pay to the Shareholder's Representative (on behalf of the Shareholders) the amount of such reduction. For purposes of the foregoing the amount of any reduction in Taxes attributable to a Tax Reduction Item to be taken into account for any Post-Closing Period shall be an amount equal to the excess if any of (x) the liability of the Company or the Subsidiary for Taxes for such Post-Closing Period determined without regard to any Tax Reduction Items over (y) the liability of the Company or the Subsidiary for Taxes for such Post-Closing Period determined by taking into account any Tax Reduction Items properly taken into account for such Post-Closing Period and all prior Post-Closing Periods. To the extent that taking any Tax Reduction Item into account for any Post-Closing Period results in a reduction in Taxes in accordance with the preceding sentence, such Tax Reduction Item shall not be taken into account in any subsequent Post-Closing Period. In the event of any adjustment to the taxable income of the Company or the Subsidiary for any Post-Closing Period as a result of an audit or otherwise, the amount of any reduction in Taxes for all Post-Closing Periods shall be recalculated and the Company shall pay to the Shareholders' Representative (on behalf of the Shareholders) or the Shareholders' Representative (on behalf of the Shareholders) shall pay to the Company the amount of any adjustment in such reduction of Taxes. For purposes of this Section 10.5(a) the liability for Pre-Closing Taxes and for Taxes for the Post-Closing Period beginning after the Closing Date shall be determined by closing the books of the Company as of the close of business on the Closing Date and allocating all items through such time to the Pre-Closing Period ending on the Closing Date and allocating all items arising thereafter to the Post-Closing Period beginning on the day after the Closing Date. (b) Buyer, the Company, the Executing Shareholders and the Shareholders' Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 10.05 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees 38 available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company shall retain all books and records with respect to Tax matters pertinent to the Company and the Subsidiary relating to any tax periods and shall abide by all record retention agreements entered into with any taxing authority, and shall give the Shareholders' Representative reasonable written notice prior to transferring, destroying or discarding any such books and records prior to the expiration of the applicable statute of limitations for that tax period, and if the Shareholders' Representative so requests, the Company shall allow the Shareholders' Representative to take possession of such books and records.

Preparation of Tax Returns. (a) The Seller Buyer shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds prepared), and timely file all Tax Returns of the Acquired Companies required to be filed with any Taxing Authority after the appropriate taxing authority the amount of Taxes shown Closing Date consistent with Section 10.4(b), as due on such Returnsapplicable, and Section 10.4(c). (b) The Purchaser Buyer shall cause the Acquired Companies to file within five (5) days after the Closing the Form 4466 attached hereto as Exhibit 10.4 seeking the refund of the maximum amount available in prior tax payments (“Quickie Refund”). In addition, Buyer shall (i) internally prepare or cause an accounting firm (the “Accounting Firm”) to prepare within ninety (90) days after the Closing, (ii) give Sellers’ Representative the opportunity to review pursuant to Section 10.4(c), and (iii) cause Parent (or other appropriate Person) to file promptly but in no event later than five (5) Business Days following finalization pursuant to Section 10.4(c) of the following: (i) Tax Returns for the period beginning on April 2, 2005 and ending on the Closing Date (the “Stub Period Returns”); and (ii) net operating loss carryback claims for any filed Tax Return of Parent that is allowed to be adjusted for such loss carryback (such Tax Returns and claims described in clauses (i-ii) above are collectively referred to as the “Prior Returns”). Buyer or the Accounting Firm shall prepare and file (or Buyer shall cause the CompanyAcquired Companies to file the Prior Returns on a basis, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Companyextent permitted by applicable Law, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods prior and to include the Merger Effective Time unless a different treatment Closing Deductions in the Stub Period Returns. No election under Section 172(b)(3) of any item is required by an intervening change in Law. With respect the Code will be made to any forego the net operating loss carryback. (c) In the case of Tax Return required to be Returns that are filed with respect to the Company, any Subsidiary a taxable period that ends on or any Joint Venture after the date of the Merger and as to which Taxes are allocable prior to the Seller under Section 7.01 hereofClosing Date, the Purchaser Buyer shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on prepare such Tax Return that is allocable in a manner consistent with past practice, except as otherwise required by Law, and shall deliver any such Tax Return to the Seller pursuant to Section 7.01 Sellers’ Representative for its review at least thirty (30) days prior to the due date (including such Tax Return is required to be filed. If Sellers’ Representative disputes any extension thereof) for filing of item on such Tax Return, it shall notify Buyer of such disputed item (or items) and the Seller and basis for its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Returnobjection. The Seller and the Purchaser agree to consult and to attempt parties shall act in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or dispute prior to the date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Sellers’ Representative and Buyer. The fees and disbursements of such independent accounting firm shall be allocated between Buyer, on the one hand, and Sellers, collectively, on the other hand, such that Sellers’ share of such fees and disbursements shall be in the same proportion that the aggregate amount of the Merger which disputed items and amounts submitted by Sellers’ Representative to such independent accounting firm that are required as a result of examination adjustments made unsuccessfully disputed by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years Sellers’ Representative (as finally determined. With determined by such independent accounting firm) bears to the total amount of such disputed items and amounts so submitted by Sellers’ Representative to such independent accounting firm. (d) In the case of Tax Returns that are filed with respect to those jurisdictions Straddle Periods (as defined in which separate Tax Returns are filed by the CompanySection 10.5 below), the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, Buyer shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing prepare such Tax ReturnsReturn in a manner consistent with past practice, except as otherwise required by law.

Preparation of Tax Returns. (a) The Seller Company shall prepare and file at its sole expense (timely file, or shall cause the Companyto be prepared and timely filed, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to in respect of the Company each Subsidiary and the Joint Ventures for taxable periods ending that are required to be filed (taking into account any extension) on or before the date of the MergerClosing Date, and the Seller Company shall pay (pay, or cause to be paid) using its own funds to , all Taxes of the appropriate taxing authority the amount of Taxes shown as Company due on or before the Closing Date. All such ReturnsTax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company, unless otherwise required by applicable Law. At least fifteen (15) days prior to filing any such Tax Return, the Company shall submit a copy of such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Purchaser Parent shall prepare and file (file, or cause to be prepared and filed, all Tax Returns for the Company that are due after the Closing Date. All such Tax Returns that could reasonably be expected to form the basis for an indemnity claim against the Company Stockholders under this Agreement (“Pre-Closing Tax Returns”) shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is otherwise required by an intervening change in applicable Law. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of Each such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Pre-Closing Tax Return that is allocable relates to income, sales or property Taxes shall be submitted to the Seller pursuant to Section 7.01 Stockholder Representative for the Stockholder Representative’s review and comment at least thirty fifteen (3015) days prior to the due date (including any extension thereof) for filing of such Pre-Closing Tax ReturnReturn (taking into account extensions), and Parent shall consider in good faith any reasonable comments made by the Seller and its authorized representative shall have the right to review and comment on Stockholder Representative in any such Pre-Closing Tax Return and statement prior to the filing of such Pre-Closing Tax Return. The Seller parties hereto acknowledge and agree that any income Tax deduction arising from the Purchaser agree to consult bonuses, option cashouts, restricted stock units, or other compensation and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement transaction expenses payments made by the Seller or its authorized representative. The Purchaser agrees Company in connection with the Transactions contemplated by this Agreement shall be allocable to reflect in good faith the reasonable comments of Pre-Closing Tax Period to the Seller or its authorized representative on such Tax Returnextent permitted by applicable Law. (c) The Seller Except to the extent the applicable Tax position is not supportable by substantial authority under applicable Law, Parent shall be responsible for filing any Tax Returns of not take (and following the Closing, Parent shall prevent the Company, the Subsidiaries Surviving Entity and any of its Affiliates from taking) the Joint Ventures for taxable periods ending on or following actions, without the prior to the date written consent of the Merger which are required as Stockholder Representative, such consent not to be unreasonably withheld, conditioned or delayed, if such action could reasonably be expected to form the basis for an indemnity claim under this Agreement against the Company Stockholders: (i) amend or cause the amendment any Tax Return of the Company relating to a result of examination adjustments made by Pre-Closing Tax Period or (ii) make or change any Tax election regarding the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With Company with respect to those jurisdictions in which separate a Pre-Closing Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax ReturnsPeriod.

Preparation of Tax Returns. (a) The 9.1 At Seller’s cost and expense, Seller shall prepare cause each Group Company to (i) fully and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall timely pay (or cause to be paidso paid on its behalf) using its own funds all income and other Taxes due and payable by it at or prior to the appropriate taxing authority the amount of Taxes shown as due on such Returns. Effective Time, and (bii) The Purchaser shall prepare in a manner and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior past practice, duly and timely file (or cause to be filed) with each relevant Tax Authority, all Tax Returns in respect of the Group Companies and Seller's Group to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return extent that same are required to be filed with in respect of any accounting period for Tax purposes ending at or prior to the Company, any Subsidiary or any Joint Venture Effective Time. From and after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereofClosing, the Purchaser shall provide Seller such information and render Seller such assistance as may reasonably be requested in order to ensure the Seller proper and its authorized representative with a copy of such completed Tax Return timely completion and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax ReturnReturns. As of Closing, upon receipt of a completed Tax Return of a Group Company from Seller, Purchaser shall procure that the relevant Group Company promptly sign such Tax Returns, pay any Tax shown owing thereon and file these Tax Returns or return such Tax Returns to Seller for filing.. 9.2 Purchaser shall, at its own cost and expense, prepare (or procure the preparation of), in a manner and on a basis consistent with Seller's past practice, and timely and properly file or procure to be filed with each relevant Tax Authority, all Tax Returns in respect of the Group Companies to the extent that same are required to be filed in respect of any accounting period for Tax purposes ending after the Effective Time. To the extent that any such Tax Return relates to a Straddle Tax Period, Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten 20 (10twenty) days prior to the due date for filing such thereof. Purchaser shall accept all reasonable comments of Seller with respect to Straddle Tax Period Tax Returns. 9.3 Seller shall cancel any existing authority held by any Representative to Seller to sign Tax Returns on behalf of any Group Company with effect from the Closing Date. 9.4 Unless reasonably required by Law or accounting rules, Seller shall not amend, refile or otherwise modify any Tax election or Tax Return with respect to a Group Company for any period before the Effective Time without the prior written consent of Purchaser. 9.5 Unless reasonably required by Law or accounting rules, Purchaser shall cause the members of Purchaser's Group (including the Group Companies) not to amend, refile or otherwise modify any Tax election or Tax Return with respect to a Group Company for any period before the Effective Time without the prior written consent of Seller.

Preparation of Tax Returns. If any Acquired Company is required to be included in any consolidated, unitary, combined or similar Tax Return filed by Seller or any of its Affiliates (a) The other than the Acquired Companies), Seller shall prepare and file at its sole expense (file, or cause to be prepared and filed, such Tax Return and Buyer shall cause such Acquired Company to join Seller or such Affiliate in the Companyfiling of such Tax Return, and take any actions reasonably requested by Seller in connection with the Subsidiaries preparation and filing of such Tax Return to the Joint Ventures extent in accordance with applicable Law. Seller shall prepare, or cause to prepare and file) be prepared, all Income Tax Returns for the Acquired Companies for all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the Closing Date (each, a “Pre-Closing Tax Period”) with an initial due date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger Closing Date (including Straddle Periodseach, a “Pre-Closing Income Tax Return”). Such All Pre-Closing Income Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior the past practice of the Acquired Companies and shall reflect, to the Merger Effective Time unless extent allowed by applicable Law, a different treatment deduction for the Transaction Tax Deductions. All Pre-Closing Income Tax Returns shall reflect carrybacks of any item is required net operating losses, to which Seller shall be entitled, to the maximum extent allowed by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at At least thirty (30) days prior to the due date on which any Pre-Closing Income Tax Return is required to be filed (including taking into account any extension thereofvalid extensions), Seller shall submit such Pre-Closing Income Tax Return to Buyer for Buyer’s review. Buyer shall provide written notice to Seller of its disagreement with any items in such Pre-Closing Income Tax Return within ten (10) days of its receipt of such Pre-Closing Income Tax Return, and if Buyer fails to provide such notice, such Pre-Closing Income Tax Return shall become final and binding upon the parties hereto, and Buyer shall timely and properly file such Pre-Closing Income Tax Return as prepared by Seller. If Buyer and Seller are unable to resolve any dispute regarding any Pre-Closing Income Tax Return within five (5) days after Buyer delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by the Accountants in accordance with the dispute resolution procedure set forth in Section 2.5(f). The Accountants shall resolve any dispute in favor of Seller if Seller’s position is supported by the “more likely than not” standard under the Code. Buyer shall prepare or cause to be prepared, and file or cause to be filed, all Income Tax Returns for filing of the Acquired Companies for all Tax periods that begin on or before and end after the Closing Date (each such Tax period, a “Straddle Period” and each such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such a “Straddle Period Income Tax Return”). The Seller and All Straddle Period Income Tax Returns shall be prepared consistent with the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result past practice of the review of such Tax Return and statement by the Seller or its authorized representativeAcquired Companies. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. At least thirty (c30) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or days prior to the date on which any Straddle Period Income Tax Return is required to be filed (taking into account any valid extensions), Buyer shall submit such Straddle Income Period Tax Return and a pro forma Income Tax Return for the portion of the Merger which are required as Straddle Period ending on the Closing Date (a result “Pro Forma Return”), to Seller for Seller’s review. Seller shall provide written notice to Buyer of examination adjustments made by the IRS its disagreement with any items in such Straddle Period Income Tax Return or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least related Pro Forma Return within ten (10) days of its receipt of such Straddle Period Income Tax Return or related Pro Forma Return, and if Seller fails to provide such notice, such Straddle Period Income Tax Return, and any related Pro Forma Return, shall become final and binding upon the parties hereto, and Buyer shall timely and properly file such Straddle Period Income Tax Return. If Buyer and Seller are unable to resolve any dispute regarding any Straddle Period Income Tax Return or related Pro Forma Return within five (5) days after Seller delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by the Accountants in accordance with the dispute resolution procedure set forth in Section 2.5(e). The Accountants shall resolve any dispute in favor of Seller if Seller’s position is supported by the “more likely than not” standard under the Code. Seller shall pay to Buyer the Seller’s portion, determined in accordance with Section 7.5(b), of any Income Taxes reflected as due on any Straddle Period Income Tax Return (as finally prepared pursuant to this Section 7.5(a)(iii)) not later than five (5) days prior to the due date for filing such Straddle Period Income Tax ReturnsReturn.

Preparation of Tax Returns. (a) The Seller Sellers' Representative shall prepare and file at its sole expense or otherwise furnish to the appropriate party (or cause to be prepared and filed or so furnished) in a timely manner the United States federal income tax return of the Company for the Company's S short year. In addition, the Sellers' Representative shall prepare and file, or cause to be prepared and filed, any and all other Tax Returns required to be filed by the Company (after giving effect to any valid extensions of the due date for filing any such Tax Returns) on or prior to the Closing Date. All such Tax Returns shall be prepared in a manner consistent with the prior Tax Returns of the Company, the Subsidiaries unless otherwise required under applicable law. The Sellers shall timely pay (or cause to be timely paid) all Taxes shown as due and the Joint Ventures to owing on all such Tax Returns. The Buyer shall prepare and file) , or cause to be prepared and filed any and all other Tax Returns relating required to be filed by the Company each Subsidiary and Company. Subject to its right to indemnification under this Section 6.4, the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller Buyer shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of all Taxes shown as due and owing on all such Tax Returns. (b) . The Purchaser shall prepare and file (or cause the CompanySellers, the Subsidiaries Company and Buyer shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. The Buyer and the Joint Ventures Sellers recognize that the Sellers and Sellers' agents and other representatives will need access, from time to prepare time, after the Closing Date, to certain accounting and file) all Tax Returns that relate records and information held by the Company to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods extent such records and information pertain to events occurring prior to the Merger Effective Time unless a different treatment Closing Date; therefore, each of any item the Buyer and the Company agrees (i) to use all reasonable efforts to properly retain and maintain such records until such time as the Sellers' Representative agrees that such retention and maintenance is required by an intervening change no longer necessary (but in Law. With respect no event longer than six years after the Closing Date) and (ii) to any Tax Return required allow the Sellers and Sellers' agents and other representatives, at times and dates mutually acceptable to the parties, to inspect, review and make copies of such records as the Sellers, their agents and other representatives may deem necessary or appropriate from time to time, such activities to be filed with respect to conducted during normal business hours and at the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax ReturnSellers' expense. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (ai) The Seller Company shall prepare and file at its sole expense (timely file, or shall cause the Companyto be prepared and timely filed, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating that are required to be filed by the Company each Subsidiary and the Joint Ventures for taxable periods ending or any of its Subsidiaries (taking into account any extension properly obtained) on or before the date Closing Date (“Company Prepared Returns”). All Company Prepared Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the MergerCompany or its applicable Subsidiary with respect to such items, except as otherwise required by applicable Law. At least twenty (20) days prior to filing a Company Prepared Return that is an income or other material Tax Return, the Company shall submit a copy of such Tax Return to Parent for Parent’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed) and shall make such revisions to such Tax Returns as are reasonably requested by Parent. Prior to the Seller Closing Date, neither the Company nor its Subsidiaries shall pay initiate any discussions with a Governmental Entity with respect to Taxes, or enter into any voluntary disclosures with respect to Taxes, without prior written notice to Parent. (ii) Parent shall prepare or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare prepared and file (or cause to be filed, at the Companyexpense of the Company Stockholders, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns for the Company and its Subsidiaries for a Pre-Closing Tax Period or Straddle Period that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return are required to be filed after the Closing Date (the “Parent Prepared Returns”). All such Parent Prepared Returns that are not for a Straddle Period shall be prepared in a manner consistent with respect the Company’s past practice, except (x) as otherwise required by applicable Law or (y) to the Companyextent that any such deviation from past practice could not reasonably be expected to give rise to a claim for indemnification under this Agreement. At least twenty (20) days prior to filing a Parent Prepared Return that could not reasonably be expected to give rise to a claim for indemnification under this Agreement, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser Parent shall provide the Seller and its authorized representative with submit a copy of such completed Tax Return to the Stockholder Representative for its review, comment and a statement approval (with which the Purchaser will not to be unreasonably withheld, conditioned or delayed) and shall make available supporting schedules and information) certifying the amount of Tax shown on such revisions to such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising Returns as a result of the review of such Tax Return and statement are reasonably requested by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax ReturnStockholder Representative. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (a) The Seller Stockholder Representative shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due prepared and filed on such Returns. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) a timely basis all Tax Returns that relate to for the Company, Company and the Operating Company for (x) any Subsidiary or any Joint Venture completed Pre-Closing Tax Period for taxable periods ending after the date which Tax Returns have not been filed as of the Merger Closing Date and (including y) for any Straddle Periods). Such Period for which Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return are required to be prepared and filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on all such Tax Return that is allocable Returns referred to in clause (y) of this Section 9.5(c) being referred to herein as the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return“Straddle Period Returns”). The Seller and the Purchaser agree Stockholder Representative shall prepare or cause to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any prepared, consistent with applicable Law, all amended Tax Returns of the Company, the Subsidiaries Company and the Joint Ventures Operating Company for taxable periods all Tax Periods ending on or prior to the date Closing Date. The Stockholder Representative shall provide to Parent for its review a draft of the Merger which are required as a result of examination adjustments made by the IRS each Straddle Period Return and any new or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by Return for any Tax Period ending before the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten Closing Date no later than fifteen (1015) days prior to the due date for filing such Tax Return with the appropriate Tax Authorities and shall make such revisions as are reasonably requested by Parent. Parent will, and will cause the Surviving Corporation and the Operating Company to, join in the execution and filing of any Tax Returns prepared by the Stockholder Representative. The Stockholder Representative shall pay all Taxes due with respect to Tax Returns of the Company and the Operating Company relating to Tax Periods ending on or prior to the Closing Date; provided, however, that Parent shall pay any such Taxes to the extent of the amount, if any, reserved for such Taxes on the face of the Conclusive Statement and taken into account in determining Adjusted Net Working Capital. Parent shall pay all Taxes due with respect to Straddle Period Returns; provided, however, that the Company Holders shall indemnify Parent for any amount owed by the Company Holders pursuant to Section 9.5(a).

Preparation of Tax Returns. (ai) The Seller Stockholder Representative shall prepare and file at its sole expense (or cause the Companytimely file, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds prepared and timely filed, all income Tax Returns of the Company to the appropriate taxing authority extent the amount Company is treated as an “S corporation” within the meaning of Taxes shown as due on Sections 1361 and 1362 of the Code and any comparable provision of state or local Tax Law for purposes of such Returns. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns (the “Company S Corporation Tax Returns”) with respect to all Pre-Closing Tax Periods that relate are required to the Company, any Subsidiary or any Joint Venture for taxable periods ending be filed after the date of the Merger (including Straddle Periods)Closing Date. Such Tax Returns shall be prepared on a basis consistent consistently with those prepared for taxable periods prior to the Merger Effective Time past practice of the Company, unless a different treatment of any item is otherwise required by an intervening change in applicable Law. With respect to any Tax Return required The Stockholders shall pay, or cause to be filed paid, all Taxes due with respect to such Company S Corporation Tax Returns (other than any Taxes incurred by the Company, any Subsidiary Stockholders or any Joint Venture after the date Company as a result of an election under Section 338(g) of the Merger and as to Code made for any Taxpayer by the Buyer, which Taxes are allocable shall be the sole obligation of the Buyer). At least twenty (20) days prior to the Seller under Section 7.01 hereoffiling any Company S Corporation Tax Returns, the Purchaser Stockholder Representative shall provide the Seller and its authorized representative with submit a copy draft of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant Buyer for the Buyer’s review and comment. The Stockholder Representative shall incorporate any reasonable comment that the Buyer submits to Section 7.01 at least thirty the Stockholder Representative no less than ten (3010) days prior to the due date (including any extension thereof) for filing of such Company S Corporation Tax ReturnReturns, as applicable. For the avoidance of doubt, the Company’s income Tax year will end as of the day immediately prior to the Closing Date under Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(2). (ii) Other than the Tax Returns described in Section 5.3(a)(i), the Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Seller Acquired Companies with respect to any Pre-Closing Tax Period that are required to filed after the Closing Date and its authorized representative for which the Stockholders may be liable for Taxes under this Agreement (the “Buyer-Prepared Tax Returns”). Such Buyer-Prepared Tax Returns shall have be prepared consistently with the right past practice of the Acquired Companies, unless otherwise required by applicable Law. The Buyer shall submit a draft of any such income or other material Buyer-Prepared Tax Return to the Stockholder Representative for the Stockholder Representative’s review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date (with applicable extensions) for filing such Tax Returns. The Stockholder Representative shall provide any written comments to the Buyer not later than five (5) days after receiving any such Tax Return and the Buyer shall accept all comments that are reasonable, and if the Stockholder Representative does not provide any written comments within five (5) days, the Stockholder Representative shall be deemed to have accepted such Tax Return. To the extent that the Buyer makes an election under Section 338(g) of the Code for any Taxpayer, the Buyer shall be responsible for any Taxes incurred by the applicable Taxpayer as a result of the Section 338(g) election.

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause to be prepared and filed with the Companyassistance of Purchaser, the Subsidiaries Company and the Joint Ventures to prepare and fileCompany Subsidiaries) all Tax Returns relating to the Company and each Company Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such ReturnsClosing. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries Company and the Joint Ventures Company Subsidiaries to prepare and file) all Tax Returns that relate to the Company, any Subsidiary Company or any Joint Venture Company Subsidiary for taxable periods ending after the date of the Merger Closing (including Straddle Periods); it being understood that all Taxes shown as due and payable on such Tax Returns shall be the responsibility of the Purchaser (including any Taxes reserved for on the Financial Statements), except for such Taxes that are the responsibility of the Seller pursuant to Section 7.01 which the Seller shall pay in accordance with this Article VII. Such Tax Returns with respect to Straddle Periods shall be prepared on a basis consistent with those prepared for prior taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return with respect to any Straddle Period required to be filed with respect to the Company, any Subsidiary Company or any Joint Venture Company Subsidiary after the date of the Merger Closing and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) 30 days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, Company or of the Company Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger Closing which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities Governmental Authority for such taxable years as finally determined; provided, however, that nothing in this Section 7.04(c) shall limit the rights of the Purchaser or the Seller with respect to any Contest. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, Company or the Subsidiaries and the Joint VenturesCompany Subsidiaries, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the CompanyPurchaser, the Subsidiaries and Company or the Joint VenturesCompany Subsidiaries, as the case may be, for signature and filing at least ten thirty (1030) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (ai) The Seller Sellers shall properly prepare and file at its sole expense (or cause to be properly prepared in a manner consistent with past practices and prior adjustments, and shall timely file or cause to be timely filed (after taking into consideration any available extensions for the Companyfiling of such Tax Returns), the Subsidiaries and the Joint Ventures to prepare and file) all separate, consolidated, combined or unitary Tax Returns relating for Income Taxes and other Taxes, which include Sellers or any of the Transferred Subsidiaries or their assets or operations and which are required to the Company each Subsidiary and the Joint Ventures for be filed with respect to any taxable periods period ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such ReturnsClosing Date. (bii) The Purchaser Except as set forth in Section 8.05(e)(i) above, Buyer shall prepare be responsible for the preparation, filing and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) payment of all other Tax Returns that relate required to the Company, any Subsidiary or any Joint Venture for taxable periods ending be filed (taking into account all timely extensions) after the date Closing Date by or on behalf of the Merger Transferred Subsidiaries, or with respect to their assets or operations. (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. iii) With respect to any Tax Return required to be filed by Buyer with respect to a Straddle Period pursuant to Section 8.05(e)(ii) (a "Straddle Period Tax Return"), Buyer shall prepare such return in a manner consistent with past practices and prior audit adjustments (other than with respect to items which Buyer in good faith determines have been erroneously treated in prior returns filed by Sellers or the CompanyTransferred Subsidiaries). Sellers shall submit to Buyer not less than thirty (30) business days prior to the applicable filing date for any Straddle Period Tax Return, any Subsidiary or any Joint Venture after the date Seller's proposed treatment of the Merger Non-Filter Business Taxes which, in the case of the transfers referred to in Schedule 6.08, shall be in accordance with the provisions outlined in Schedule 6.08. Such treatment shall, to the extent it relates to the operations (as opposed to the transfers) of the Non-Filter Businesses shall be prepared in a manner consistent with past practices and prior audit adjustments. To the extent that Buyer disagrees with Seller's proposed treatment of Non-Filter Business Taxes, Buyer and Seller shall attempt to resolve such differences, but, subject to this Section 8.05(e), the ultimate decision as to which how the Straddle Period Tax Return is prepared with respect to Non-Filter Business Taxes are allocable shall be made by the Sellers. In connection with its submission of its proposed treatment of the operations and transfers of the Non-Filter Businesses, Sellers shall furnish to Buyer such information as Buyer or 112 119 its representatives shall reasonably request. Buyer shall deliver, at least fifteen (15) days prior to the Seller under Section 7.01 hereofdue date for filing each such Tax Return (taking into account all timely extensions), the Purchaser shall provide the Seller and its authorized representative with to Sellers a copy draft of such completed Straddle Period Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying setting forth in reasonable detail the amount of Taxes allocated to Sellers pursuant to Sections 6.08, 8.05(c) and 8.12 and all items which Buyer has determined to have been treated inconsistently with past practices and prior adjustments or erroneously treated in prior years by the Foreign Subsidiaries or not in accordance with Schedule 6.08 (the "Tax shown on Statement"). Sellers shall have the right to review such draft Tax Return and the Tax Statement prior to the filing of such Tax Return that is allocable and to suggest any reasonable changes to such Tax Return. Sellers and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such draft Tax Return and the Tax Statement and mutually to consent to the Seller filing as promptly as possible of such Tax Return. In the event the parties are unable to resolve any dispute with respect to any Straddle Period within five (5) business days following the delivery of such draft Tax Return and the Tax Statement, the parties shall jointly request a Tax Settlement Auditor (appointed pursuant to the principles of Section 7.01 at least thirty 8.05(i)) 113 120 to resolve such issue in dispute as promptly as possible. If the Tax Settlement Auditor is unable to make a determination with respect to any disputed issue within five (305) business days prior to the due date (including any extension thereoftimely extension) for the filing of the Tax Return in question, then Buyer may file such Tax Return on the due date (including any timely extension) therefor without such determination having been made and without Sellers' consent, provided that such Tax Return shall be prepared in a manner which Buyer determines in good faith to be consistent with past practices and audit adjustments. Notwithstanding the filing of such Tax Return, the Tax Settlement Auditor shall make a determination with respect to any disputed issue and the Seller amount of Taxes that are allocated to Sellers pursuant to Sections 6.08, 8.05(c) and its authorized representative 8.12 shall have be as determined by the right to review and comment Tax Settlement Auditor. In the event the Taxes on such the Straddle Period Tax Return for the period beginning with the commencement of the Straddle Period and statement prior ending on the Closing Date determined as provided above or as finally determined by an audit or examination by any relevant taxing authority shall be less or more than the amount of Taxes paid by Sellers (including any amounts for such Taxes taken into account in determining Closing Net Assets for purposes of the 114 121 calculations set forth in Article 2 hereof and any adjustments for benefits with respect to the filing of such Tax Return. The Seller withholding Taxes referred to in Schedule 6.08 and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller Section 8.05(a)(vi), Buyer or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint VenturesSellers, as the case may be, shall pay the amount of such difference to the other party within five (5) business days after the final determination of such Straddle Period Taxes. (iv) Sellers and Buyer shall cooperate fully with each other and make available to each other in a timely fashion such Tax data and other information as may be reasonably required by Sellers or Buyer for signature the preparation and timely filing at least ten of any Tax Return required to be prepared and filed by the other party hereunder, or in connection with the preparation or filing of any election, claim for refund, consent or certification. (10v) Neither Buyer nor any of its affiliates shall (or shall cause or permit any Transferred Subsidiary to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to Sellers or any Transferred Subsidiary with respect to any taxable year or period ending on or before the Closing Date, to the extent that Sellers conclude in good faith that the proposed amendment, refiling, or modification of such Tax Return could adversely and significantly affect Sellers' liability hereunder) without the prior written consent of Sellers, which consent may be withheld in the reasonable discretion of Sellers. (vi) Buyer shall promptly cause each Transferred Subsidiary to prepare and provide to Sellers a package of Tax information materials, including, without limitation, schedules and work papers (the "Tax Package") required by Sellers to enable Sellers to prepare and file all Tax Returns required to be prepared and filed by Sellers pursuant to this Section 8.05(e). The Tax Package shall be completed in accordance with past practice and prior audit adjustments. Buyer shall cause the Tax Package to be delivered to Sellers within ninety (90) days prior to after the due date for filing such Tax ReturnsFinal Purchase Price has been determined.

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all any Tax Returns relating to the Company each Subsidiary and the Joint Ventures Subsidiaries for any taxable periods ending that end on or before prior to the date Closing Date (the "Seller Returns"). The Seller Returns shall be prepared in a manner consistent with the prior practice of the Merger, Company and the Subsidiaries (except to the extent counsel for the Seller shall pay determine that there is no reasonable basis therefor) and, in case of Seller Returns relating to Income Taxes, the Seller shall deliver the Seller Returns to the Purchaser at least 15 days before such Seller Return is due to be filed (taking into account any extensions of time to file such return that have been properly obtained) for Purchaser's review and comment in accordance with Section 7.04(b) hereof. In the case of any Tax Return for a period that includes the Closing Date that does not cover a taxable period that ends on the Closing Date (the "Purchaser Returns"), Purchaser shall prepare or cause the Company to prepare such Purchaser Return in a manner consistent with the prior practice of the Company and the Subsidiaries (except to the extent counsel for the Purchaser shall determine that there is no reasonable basis therefor) and the Purchaser shall deliver such Purchaser Return to the Seller at least 7 days before such return is due to be paidfiled (taking into account any extensions of time to file such return that have been properly obtained) using its own funds for Seller's review and comment in accordance with Section 7.04(b) hereof. Seller shall reimburse the Purchaser for any Taxes on the Purchaser Return owed by Seller pursuant to Sections 7.01(a) and 7.01(d) hereof to the appropriate taxing authority extent such amount exceeds the amount accrual for such Taxes (other than deferred Taxes that reflect the differences between book and tax basis in assets and liabilities), if any, established therefor in the Closing Balance Sheet and only to the extent it is taken into account in determining the Cash Dividend Amount adjustment under Section 2.04(c) hereof. The Purchaser shall prepare and file or cause the Company to prepare and file any Tax return relating to the Company or any of Taxes shown as due the Subsidiaries for any taxable periods that begin on such Returnsor after the Closing Date. (b) The Purchaser shall prepare and file (or cause have the Company, the Subsidiaries and the Joint Ventures right to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect object to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to items set forth on the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, Returns and the Seller and its authorized representative shall have the right to review and comment object to any items set forth on the Purchaser Returns within 7 days of the delivery of a particular return but only if there is no reasonable basis for the position taken with respect to an item or items set forth on such Tax Return and statement prior to return or such return is otherwise substantially inaccurate. In the filing event of such Tax Return. The Seller an objection, the parties along with the Seller's counsel or the Seller's Accountants and the Purchaser agree to consult and to Purchaser's counsel or the Purchaser's Accountants shall attempt in good faith to resolve the dispute and any issues arising as a result of resolution shall be final and binding on them. If the review parties cannot resolve any such dispute within 7 days of such Tax Return and statement delivery by the Purchaser to Seller or its authorized representative. The Seller to Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, the items remaining in dispute shall be submitted to an independent accounting firm of international reputation selected by, and mutually acceptable to, the Seller and the Purchaser or, if they cannot agree, the Seller's Accountants and Purchaser's Accountants shall select such an independent firm. The independent accounting firm so selected shall determine the proper amounts for signature the items remaining in dispute and filing at least ten (10) the Purchaser and the Seller shall be bound by the determination by the independent accounting firm absent manifest error. The independent accounting firm shall make any such determination within 7 days prior to after submission of the remaining disputed items. If a Tax Return is due before the date for filing such Tax Returnsa disputed item is resolved hereunder, it shall be filed as prepared and resolved items shall be reflected on an amended return.

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the Company, Company and the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company and each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the MergerClosing, and the Seller shall will pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of paid all Taxes shown as due on such Returns. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Lawthereon. With respect to any such Tax Return required to be filed with respect to the CompanyReturn, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller Purchaser and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount portion of Tax shown on such Tax Return that is allocable relating to the Seller pursuant to Section 7.01 Company and each Subsidiary at least thirty (30) 30 days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller Purchaser and its authorized representative shall have the right to review and comment on such Tax Return and statement portion prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return by the Purchaser or its authorized representative. (b) The Purchaser shall prepare and statement file (or cause the Company and the Subsidiaries to prepare and file) all Tax Returns that relate to the Company or any Subsidiary for taxable periods ending after the date of the Closing (including Straddle Periods); it being understood that all Taxes shown as due and payable on such Tax Returns shall be the responsibility of the Purchaser (including any Taxes reserved for on the Closing Statement), except for such Taxes which are the responsibility of the Seller pursuant to Section 7.01 or Section 9.02 which the Seller shall pay in accordance with this Article VII or Article IX, as applicable. Insofar as relates to Taxes or positions for periods ending on or before the Closing Date, such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by Law. With respect to any Tax Return required to be filed with respect to the Company or any Subsidiary after the date of the Closing and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of the portion of such Tax Return that is relevant to such Taxes allocable to the Seller at least 30 days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review, comment, and make such changes as are reasonably requested by the Seller and its authorized representative on such portion prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the Companyall TEC, the Subsidiaries AenP and the Joint Ventures to prepare and file) all Electroandes Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such ReturnsPre-Closing Periods. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to TEC, AenP and Electroandes for Straddle Periods, it being understood that all Taxes shown as due and payable on such Tax Returns shall be the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date responsibility of the Merger Purchaser (including Straddle Periodsany Taxes reserved for on the Electroandes Financial Statements), except for such Taxes which are the responsibility of Seller pursuant to Section 9.11(c) . Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the CompanyTEC, any Subsidiary AenP or any Joint Venture after the date of the Merger Electroandes for a Straddle Period and as to which Taxes are allocable to the Seller under Section 7.01 9.11 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 9.11 at least thirty (30) 20 days prior to the due date (including any extension thereof) for filing of such Tax Return, and the . Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The In preparing Tax Returns pursuant to this Section 9.14(b), Purchaser agrees to reflect shall not make any material change in good faith any express or deemed Tax election without the reasonable comments prior written consent of the Seller or its authorized representative on such Tax ReturnSeller. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (a) The Seller shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures Companies to prepare and file) all income and franchise Tax Returns relating to the Company each Subsidiary and the Joint Ventures Companies for taxable periods ending on or before the date of the Merger, Closing and the Seller shall pay (or cause all other Tax Returns required to be paid) using its own funds filed prior to the appropriate taxing authority the amount of Taxes shown as due on such ReturnsClosing Date. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures Companies to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger Companies that are not prepared by the Seller pursuant to subparagraph (a) above (including Straddle Periods); it being understood that all Taxes shown as due and payable on such Tax Returns shall be the responsibility of the Purchaser, except for such Taxes which are the responsibility of the Seller pursuant to Section 7.01, which the Seller shall pay in accordance with this Article VII. Such Tax Returns for the first period ending after the Closing Date shall be prepared on a basis consistent with those prepared for prior taxable periods prior to the Merger Effective Time unless a different treatment of any item is required by an intervening change in Law. With respect to any such Tax Return required to be filed with respect that begins prior to the Company, any Subsidiary Closing Date or any Joint Venture after the date of the Merger and as to which Taxes are otherwise allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative Representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) 30 days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative Representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Purchaser shall reflect such comments as are reasonably requested by the Seller on such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax ReturnRepresentative. (c) The Purchaser will, and will cause its Affiliates to, cooperate with the Seller shall be responsible for to cause the filing of any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared Return reasonably requested by the Seller and furnished relating to a taxable period (or portions thereof) of any Company ending or before the CompanyClosing Date; provided, that the Subsidiaries and Seller will pay or reimburse the Joint Ventures, as Purchaser for any professional fees incurred by the case may be, for signature Purchaser or its Affiliates in connection with the preparation and filing at least ten (10) days prior to the due date for filing of such amended Tax ReturnsReturn.

Preparation of Tax Returns. (a) The Buyer shall provide Seller shall prepare and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all with copies of any Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds filed pursuant to this Section 5.7, along with all schedules, statements, workpapers and supporting documentation (the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare and file (or cause the Company“Supporting Documentation”), the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time unless a different treatment filing of any item is required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty sixty (3060) days prior to the due date thereof (including giving effect to any extension thereof) for filing of such Tax Return, and the extensions thereto). Seller and its authorized representative shall have the right to review and comment on any such Tax Return and statement Supporting Documentation prior to the filing of such Tax Return. The If Seller disputes any item(s) shown on any such Tax Return, Buyer and the Purchaser agree to consult and to attempt Seller shall negotiate in good faith and use commercially reasonable efforts to resolve any issues arising as a result of the review of such Tax Return and statement by to mutually consent to the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments filing as promptly as possible of the Seller or its authorized representative on such Tax Return. . If such Parties are unable to resolve any dispute within thirty (c30) The days after the receipt by Seller of the Tax Return proposed to be filed, such dispute shall be responsible for filing resolved by the Independent Accountant, which shall resolve any Tax Returns of issue in dispute as promptly as practicable. If the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or Independent Accountant is unable to make a determination with respect to any disputed issue prior to the due date (including any extensions) for the filing of the Merger which are required as a result Tax Return in question, (i) Buyer shall file, or shall cause to be filed, such Tax Return without such determination having been made and (ii) Seller shall pay to Buyer an amount equal to the amount of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With Taxes not in dispute with respect to those jurisdictions such Tax Return in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustmentsaccordance with Section 5.7(a) or 5.7(b), as finally determinedthe case may be. Upon the Independent Accountant’s delivery of its determination to Buyer and Seller, appropriate adjustments shall be prepared by the Seller and furnished made to the Company, the Subsidiaries and the Joint Venturesamount paid in accordance with Section 5.7(a) or 5.7(b), as the case may be, in order to reflect the Independent Accountant’s determination. If such determination reflects an overpayment by Seller pursuant to Section 5.7(a) or 5.7(b), Buyer shall promptly pay, or shall cause the applicable Acquired Company to promptly pay to Seller such overpayment amount. The determination by the Independent Accountant shall be final, conclusive and binding on the Parties. The fees and expenses of the Independent Accountant shall be shared equally by Buyer and Seller. Each such Party shall indemnify the other for signature and filing at least ten (10) days prior any interest or penalties imposed by any taxing authority resulting from a Party’s failure to the due date for filing such deliver Tax ReturnsReturns in a timely manner as provided in this Section.

Preparation of Tax Returns. (ai) The Seller Company shall prepare and file at its sole expense (or cause the Companyfile, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paidprepared and filed (including, without limitation, by any Affiliate of the Company in respect of any consolidated Tax Return), in its sole discretion, all Income Tax Returns required to be filed by the Company (or any such Affiliate) using its own funds on or after the Closing Date with respect to any taxable period commencing prior to the appropriate taxing authority Closing Date, whether such taxable period ends prior to, on or after the amount Closing Date, and shall be responsible for the payment of all Taxes shown as due on payable pursuant to any such ReturnsIncome Tax Return. (bii) The Purchaser Buyer shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all other Tax Returns that relate required to be filed by the Company, any Subsidiary Company on or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods). Such Tax Returns shall be prepared on a basis consistent Closing Date with those prepared for respect to any taxable periods period commencing prior to the Merger Effective Time unless Closing Date, whether such taxable period ends prior to, on or after the Closing Date (“Other Pre-Closing Tax Returns”). The Buyer shall provide to the Company for review a different treatment draft of any item is required by an intervening change in Law. With each Other Pre-Closing Tax Return no later than fifteen (15) days (or, with respect to any personal property Taxes, thirty (30) days) prior to the date on which such Other Pre-Closing Tax Return is required to be filed with respect to the Company, proper taxing authority (taking into account any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative applicable valid extension). The Company shall have the right to review all work papers, procedures and comment on other documents and information used to prepare each such Pre-Closing Tax Return and statement the Buyer shall make available to the Company and their representatives the accountants and other personnel who participated in the preparation of each such Other Pre-Closing Tax Return. If the Company objects to any item set forth in any such Other Pre-Closing Tax Return, the Company shall provide written notice to the Buyer of such objection and the basis thereof within ten (10) days (or, with respect to personal property Taxes, twenty (20) days) of receipt of such Other Pre-Closing Tax Return. If the Company does not timely deliver such notice to the Buyer, the draft of the Other Pre-Closing Tax Return provided to the Company shall be final and binding on all parties hereto. If the Company does timely deliver such notice to the Buyer, any dispute with respect to such Other Pre-Closing Tax Return shall be resolved in accordance with Section 4.7(b). Subject to the provisions of Section 4.7(b), upon resolution of all disputes with respect to such Other Pre-Closing Tax Return, the Buyer shall revise such Other Pre-Closing Tax Return to reflect such resolution. Upon completion of any Other Pre-Closing Tax Return in accordance with the provisions hereof, the Buyer shall pay to the Company all amounts due pursuant to such Other Pre-Closing Tax Return attributed to any period prior to the filing Closing and the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. Company shall file or cause to be filed such Pre-Closing Tax Return and make or cause to be made all payments required to be made as set forth in such Other Pre-Closing Tax Return. The Seller If an Other Pre-Closing Tax Return relates to a taxable period that begins prior to and ends after the Closing Date (a “Straddle Period”), the liability of the Buyer and the Purchaser agree Company pursuant to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Other Pre-Closing Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of apportioned between the Company, the Subsidiaries Buyer and the Joint Ventures for Company in accordance with Section 4.7(a)(iii) below. If the Company is entitled to a refund pursuant to any Other Pre-Closing Tax Return (excluding any refund resulting from the carryback of a loss or credit from a taxable periods ending on period (or portion thereof) beginning after the Closing Date) attributable to any period prior to the date Closing, upon actual receipt of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for any such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed refund by the Company, the Subsidiaries Company shall cause such refund to be delivered to the Buyer; provided, however, that if such Other Pre-Closing Tax Return relates to a Straddle Period, any such refund shall be apportioned between the Company and the Joint Ventures, Buyer in the same manner as Taxes are apportioned in accordance with the provisions of Section 4.7(a)(iii). (iii) Liability for Taxes of the Company attributable to any required amended Tax Returns resulting from such examination adjustments, as finally determined, Straddle Period shall be prepared by apportioned between the Seller Company and furnished the Buyer as follows: the Buyer shall be responsible for such amount as is equal to the Companytotal amount of such Taxes multiplied by a fraction, the Subsidiaries numerator of which shall be the number of days in the taxable period ending on the Closing Date and the Joint Venturesdenominator of which shall be the total number of days in such taxable period, as and the case may be, Company shall be responsible for signature and filing at least ten (10) days prior to the due date for filing remainder of such Tax ReturnsTaxes.

Preparation of Tax Returns. (ai) The Seller Company shall prepare and file at its sole expense (timely file, or shall cause the Companyto be prepared and timely filed, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating that are required to be filed by the Company each Subsidiary and the Joint Ventures for taxable periods ending (taking into account any extension properly obtained) on or before the date of the MergerClosing Date (“Company Prepared Returns”), and the Seller shall pay (pay, or cause to be paid) using its own funds to , all Taxes of the appropriate taxing authority the amount of Taxes shown as Company due on such Returns. (b) The Purchaser shall prepare and file (or cause before the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods)Closing Date. Such Tax All Company Prepared Returns shall be prepared by treating items on such Tax Returns in a basis manner consistent with those prepared for taxable periods the past practices of the Company with respect to such items, except as otherwise required by applicable Law. At least fifteen (15) days prior to filing a Company Prepared Return that is an income or other material Tax Return, the Merger Effective Time unless Company shall submit a different treatment copy of such Tax Return to Parent for Parent’s review and comment and Company will consider in good faith any reasonable comments received in writing from Parent within ten (10) days of Company’s delivery of such Company Prepared Returns. Prior to the Closing Date, the Company shall not initiate any discussions with a Governmental Entity with respect to Taxes, or enter into any voluntary disclosures with respect to Taxes, without prior written notice to, and consent of, Parent (such consent not to be unreasonably withheld, conditioned or delayed). (ii) Parent shall prepare or cause to be prepared and file or cause to be filed, all Tax Returns for the Company for a Pre-Closing Tax Period or Straddle Period that are required to be filed after the Closing Date (the “Parent Prepared Returns”). All such Parent Prepared Returns with an initial due date for filing after the Closing Date that are not for a Straddle Period shall be prepared in a manner consistent with the Company’s past practice, except (x) as otherwise required by applicable Law or (y) to the extent that any such deviation from past practice could not reasonably be expected to give rise to an increased claim for indemnification under this Agreement. In the event that any Parent Prepared Returns shows any material Pre-Closing Taxes that may form the basis for a claim of indemnification against the Company Indemnitors pursuant to this Agreement, Parent will submit such Parent Prepared Return to the Securityholder Representative for review and comment a commercially reasonable period of time prior to filing (which, in the case of any item is required by an intervening change in Law. With respect to any income Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture more than fifteen (15) days after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereofClosing Date, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 be at least thirty fifteen (3015) days prior to the due date (including any extension thereoffiling) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt Parent will consider in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of received in writing from the Seller or its authorized representative on such Tax Return. (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least Securityholder Representative within ten (10) days prior to the due date for filing of Parent’s delivery of such Tax ReturnsParent Prepared Return.

Preparation of Tax Returns. (ai) The Seller shall prepare and file at its sole expense (prepare, or cause to be prepared, all Income Tax Returns for the Company, the Subsidiaries and the Joint Ventures to prepare and file) Company for all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the Closing Date with an initial due date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger Closing Date (including Straddle Periodseach, a “Pre-Closing Income Tax Return”). Such All Pre-Closing Income Tax Returns shall be prepared on a basis consistent with those prepared the past practice of the Company and shall reflect a deduction for taxable periods prior the Transaction Deductions. If any Pre-Closing Income Tax Return shows a net operating loss, the Company shall carryback such net operating loss to previous Pre-Closing Tax Periods to the Merger Effective Time unless a different treatment maximum extent permitted by applicable Requirements of any item is required by an intervening change in LawLaws. With respect to any Tax Return required to be filed with respect to the Company, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at At least thirty (30) days prior to the due date thereof, Seller shall provide Buyer with a copy of each Pre-Closing Income Tax Return of the Company (including which, in the case of any extension thereofsuch Tax Return that the Company files on a consolidated basis with Seller shall consist of a pro forma Income Tax Return of the Company prepared in connection with the preparation of the consolidated Tax Return of the Seller’s Affiliated Group but shall exclude all other Tax Returns of the Affiliated Group and all related workpapers) and Seller shall consider in good faith any reasonable comments made to such Tax Return by Buyer. (ii) Buyer shall prepare or cause to be prepared, and file or cause to be filed, at Buyer’s expense, all Tax Returns for filing of the Company for all Tax periods that end on or before, or include, the Closing Date and that are not Pre-Closing Income Tax Returns (each such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax a “Buyer Prepared Return”). The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller All Buyer Prepared Returns shall be responsible for filing any Tax Returns prepared consistent with the past practice of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or provided that such practices shall have been consistent with applicable Tax laws. At least thirty (30) days prior to the date on which any Buyer Prepared Return is required to be filed (taking into account any valid extensions), Buyer shall submit such Buyer Prepared Return to Seller for Seller’s review. Seller shall provide written notice to Buyer of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for its disagreement with any items in such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least Buyer Prepared Return within ten (10) days of its receipt of such Buyer Prepared Return, and if Seller fails to provide such notice, such Buyer Prepared Return shall become final and binding upon the parties hereto, and Buyer shall timely and properly file such Buyer Prepared Return. If Buyer and Seller are unable to resolve any dispute regarding any Buyer Prepared Return within five (5) days after Seller delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by the Accounting Arbitrator in accordance with the dispute resolution procedure set forth in Section 2.3(c). The Accounting Arbitrator shall resolve any dispute in favor of Seller if Seller’s position if supported by a “more likely than not” standard under the Code. At least five (5) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Taxes shown as due on any Buyer Prepared Return which are imposed on the Company for filing any Pre-Closing Tax Period (which shall be determined for any Straddle Period in accordance with Section 7.2(b)), except to the extent such Tax ReturnsTaxes were taken into account in the determination of the Net Working Capital or otherwise in the calculation of the Purchase Price.

Preparation of Tax Returns. (a) The Seller Stockholder Representative shall cause the Company to properly prepare and timely file at its sole expense (or cause the Companyany and all Tax Returns, the Subsidiaries and the Joint Ventures to prepare and filedue date of which (including extensions) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending is on or before the date of the MergerClosing Date, and the Seller shall pay (or cause which are required to be paid) using its own funds filed for, by, on behalf of or with respect to the Company or Subsidiary with the appropriate Taxing Authority and to be fully paid to the appropriate taxing authority Taxing Authority the amount of Taxes shown as to be due on such Tax Returns. (b) The Purchaser shall prepare Buyer will cause to be properly prepared and file timely filed each Tax Return (other than any Tax Return described in, and covered by, Section 7.10(a), covering Pre-Closing Periods or cause the CompanyStraddle Periods which is required to be filed for, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate by, on behalf of or with respect to the Company, any Company or Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods)Closing Date. Such All such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior past custom and practices and to the Merger Effective Time unless a different treatment of extent any item is required not covered by an intervening change past practices, in accordance with reasonable Tax accounting practices. Notwithstanding anything to the contrary herein, Buyer shall cause the items listed on Schedule 7.10 to be reported on the federal income Tax Return of the Company or Subsidiary, as the case may be, for the taxable period ending on the Closing Date, and any state, local or foreign Tax Returns to the extent allowed under applicable state, local or foreign Law. With respect to any a Tax Return required covering a Straddle Period, Buyer will cause to be properly prepared and timely filed each such Tax Return, which shall be prepared on a basis consistent with respect past custom and practices and to the Companyextent any item is not covered by past practices, any Subsidiary or any Joint Venture after in accordance with reasonable Tax accounting practices and shall determine the date portion of the Merger and Taxes shown as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown due on such Tax Return that is allocable to the Seller a Pre-Closing Straddle Period, which determination shall be made in accordance with Section 7.9(b) and set forth in a statement ("Statement") prepared by Buyer. Buyer shall deliver a copy of any such Tax Return required to be filed by it pursuant to this Section 7.01 7.10(b) and any related Statement to the Stockholder Representative at least thirty (30) 30 calendar days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Return. (c) The Seller amount of Taxes shown to be due on any Tax Return or any Statement described in Section 7.10(b) shall be responsible for filing any Tax Returns of final and binding upon the CompanyStockholders, unless the Subsidiaries and the Joint Ventures for taxable periods ending on or prior Stockholder Representative shall have delivered to Buyer (within 20 calendar days after the date of the Merger which Stockholder Representative's receipt of any such Tax Return or any related Statement) a written report containing all changes that the Stockholder Representative proposes to make to such Tax Return or any related Statement. Buyer and the Stockholder Representative shall undertake in good faith to resolve any issues raised in any such report prior to the due date (including any extension thereof) for filing such Tax Return and mutually to consent to the filing of such Tax Return and, if applicable, to agree on the determination set forth in the Statement. In the event the Stockholder Representative and Buyer are required as a result of examination adjustments made unable to resolve any dispute by the IRS earlier of (i) 20 calendar days after the date of the Stockholder Representative's receipt of written notice from Buyer setting forth Buyer's proposed resolution of such dispute, or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10ii) two calendar days prior to the due date for filing of the Tax Return in question (including any extension thereof), the Stockholder Representative and Buyer shall jointly engage the Arbitration Firm to make its independent determination with respect to the item or items in dispute and the amount or amounts related thereto. Buyer shall bear and pay one-half of the fees and other costs charged by the Arbitration Firm, and one-half of the fees and other costs charged by the Arbitration Firm shall be paid from the Escrow Amount. The determination of the Arbitration Firm shall be final and binding on the parties. Notwithstanding the foregoing, nothing in this Section 7.10(c) shall prohibit Buyer from causing the timely filing of any Tax Returns required to be filed under Section 7.10(b) but Buyer shall file, or cause to be filed, amended Tax Returns to the extent necessary to reflect the parties' resolution pursuant to the procedures set forth in this Section 7.10(c). Buyer shall timely pay, or cause to be timely paid, all Taxes shown to be due on the Tax Returns filed under Section 7.10(b). Buyer shall only be entitled to reimbursement from the Escrow Amount, without duplication for Damages referred to in Section 10.5(e), for (i) Taxes shown as due and owing on Tax Returns required to be filed by it pursuant to this Section 7.10 for Pre-Closing Periods (not including Straddle Periods) of the Company or Subsidiary and (ii) the Taxes shown on a Statement for Straddle Periods of the Company or Subsidiary, only to the extent such Taxes have become final and binding on the Stockholders pursuant to this Section 7.10 and to the extent such Taxes exceed (prior to application of the provisions of Section 10.5), in the following order, the aggregate of: (A) the Tax Accrual, provided that the Tax Accrual shall reduce the amount of such Taxes only to the extent that such Tax Accrual is related to such type of Taxes (and the Seller agrees that no reserve shall have been included in the Tax Accrual with respect to the disallowance or deferral of items listed in Schedule 7.10). To the extent such Taxes exceed the Tax Accrual, (B) the NOL Tax Benefit, provided that the NOL Tax Benefit shall reduce only Income Taxes (as reduced if at all by Section 7.10(c)(i)). To the extent such Taxes exceed the NOL Tax Benefit, (C) the Tax Refund, provided that the Tax Refund shall reduce the amount of such Taxes (as reduced if at all by Section 7.10(c)(i) or (ii)) only to the extent such Tax Refund relates to the taxing jurisdiction and type of such Taxes, as such Tax Accrual, NOL Tax Benefit, or Tax Refund (the "Tax Basket Items") may have been reduced by previous application of this Section 7.10(c) or pursuant to Section 10.5(e). (d) In connection with the preparation of Tax Returns, audit examinations and any administrative or judicial proceedings relating to the tax liabilities imposed on the Company or Subsidiary for all Pre-Closing Periods, Buyer, the Company and Subsidiary, on the one hand, and the Stockholder Representative, on the other hand, shall reasonably cooperate with each other, including, without limitation, the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of accounts, or other materials reasonably necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes. (e) Buyer shall not allow the Company to waive the carryback period with respect to any net operating loss for any Pre-Closing Period.

Preparation of Tax Returns. (a) The Seller Sellers shall prepare and file at its sole expense (or cause the CompanyCompany to join, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods any period ending on or before the date Closing Date for which the Company is required or eligible to do so, in all consolidated combined or unitary Tax Returns of the Merger, Sellers' filing group. The Sellers shall prepare and the Seller timely file all such Tax Returns and shall timely pay (or cause all Taxes with respect to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Tax Returns. (b) The Sellers shall prepare (or caused to be prepared) and the Purchaser shall timely file (or cause to be timely filed) any Tax Return relating to the Company or the Subsidiary for any period ending on or before the Closing Date that is required to be filed after the Closing Date other than those required to be filed by Dial or Holdco pursuant to the preceding sentence. Purchaser shall not be responsible to pay any Taxes with respect to such Tax Return. Instead, the Sellers shall pay to the Purchaser two days prior to the filing of such Tax Return the amount due on such Tax Return, and Purchaser shall timely pay such amount to the Governmental Entity imposing the Tax. (c) The Purchaser shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) all any Tax Returns that relate Return relating to the Company, Company or the Subsidiary for any Subsidiary or any Joint Venture for taxable periods ending period that begins before and ends after the date of the Merger Closing Date (including a "Straddle PeriodsReturn"). Such The Purchaser shall provide a copy of each Straddle Return and any supporting schedules to Sellers at least 30 days before the date such Return is to be filed by the Purchaser for Dial's and Holdco's review and approval. The Purchaser shall pay all Taxes with respect to such Tax Returns Return, except that Sellers shall pay to the Purchaser two days prior to the filing of a Straddle Return the amount due on such Straddle Return that is properly allocable to the Sellers (in accordance with the principle of Section 9.01(c)). (d) All returns and schedules prepared pursuant to this Section 9.03 shall be prepared on a basis consistent with those prepared for taxable periods prior to the Merger Effective Time Tax years unless a different treatment of any item is required by an intervening change in Law. With respect to law. (e) The Purchaser shall not file any amended Tax Return required to be filed Returns with respect to the Company, Company or the Subsidiary for any Subsidiary periods or any Joint Venture after the date portions of the Merger and as to which Taxes are allocable periods ending prior to the Seller under Section 7.01 hereofClosing Date without Sellers' consent, and the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will not make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to any election or deemed election under Section 7.01 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result 338 of the review Code (or any analogous provision of such Tax Return and statement by the Seller state or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Returnlocal tax law). (c) The Seller shall be responsible for filing any Tax Returns of the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns.

Preparation of Tax Returns. (ai) The Seller, at the Seller’s sole cost and expense, shall prepare all Tax Returns of the Group Companies that include any Group Company on an affiliated, combined, consolidated, unitary or other group basis (the “Seller Prepared Returns”). All Seller Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of Seller Parent, Seller, and the Group Companies, as applicable, unless otherwise required by applicable Laws. The Seller shall prepare be responsible for and file at its sole expense (or cause the Company, the Subsidiaries and the Joint Ventures to prepare and file) make all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date payments of the Merger, and the Seller shall pay (or cause Taxes required to be paid) using its own funds paid with respect to the appropriate taxing authority the amount of Taxes shown as due on such Seller Prepared Returns. (bii) The Purchaser Buyer shall prepare and file (or cause the Company, the Subsidiaries and the Joint Ventures Group Companies to prepare and file) timely file all Tax Returns of the Group Companies (other than Seller Prepared Returns) for Straddle Periods that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending are due after the date of Closing Date (the Merger (including Straddle Periods“Buyer Prepared Returns”). Such Tax All Buyer Prepared Returns shall be prepared on a basis consistent at Buyer’s expense in accordance with those prepared for taxable periods prior to existing procedures, practices, and accounting methods of the Merger Effective Time Group Companies, unless a different treatment of any item is otherwise required by an intervening change in Lawapplicable Laws. With respect to any Tax Return required to be filed with respect to the CompanyEach Buyer Prepared Return, any Subsidiary or any Joint Venture after the date of the Merger and as pursuant to which Taxes are allocable Seller would have responsibility for any amounts shown thereon under this Agreement or would be reasonably anticipated to adversely impact Seller, shall be submitted to the Seller under Section 7.01 hereof, for the Purchaser shall provide the Seller Seller’s review and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 approval at least thirty twenty (3020) days prior to the due date (including any extension thereof) for filing of such Tax Return, Buyer Prepared Return (taking into account extensions). Buyer and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith negotiate any resolution to disputes. In the event Buyer and the Seller cannot resolve any issues arising as a result dispute, the dispute will be referred to the Auditor and the determination of the review of such Tax Return and statement by Auditor shall be binding on the Seller or its authorized representativeParties. The Purchaser agrees to reflect in good faith the reasonable comments costs of the Seller or its authorized representative on such Tax Return. (c) The Seller Auditor shall be responsible for filing any Tax Returns of borne in accordance with the Company, the Subsidiaries and the Joint Ventures for taxable periods ending on or prior to the date of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions methodology set forth in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax ReturnsSection 2.4(f).

Preparation of Tax Returns. (ai) The At its cost and expense, Seller Representative, with SCOLP’s cooperation, shall prepare and file at its sole expense (or cause the Companyprepare, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare and file (or cause the Companyprepared, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger (including Straddle Periods)Acquired Companies relating to income Taxes for any Pre-Closing Tax Period. Such Tax Returns shall be prepared on a basis consistent with those prepared for taxable periods prior past practice except to the Merger Effective Time unless a different treatment of any item is extent otherwise required by an intervening change in Law. With respect to any Tax Return required to be filed with respect to the CompanySeller Representative shall, any Subsidiary or any Joint Venture after the date of the Merger and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 at least thirty (30) 30 days prior to the due date (including any extension thereofwith applicable extensions) for filing such Tax Return(s), provide a copy of such Tax ReturnReturn(s) to SCOLP. SCOLP shall, within ten days after receiving such Tax Return(s), provide, in writing, any comments to Seller Representative regarding any matters in such Tax Return(s) with which it reasonably disagrees, and the Seller and its authorized representative if SCOLP does not provide written comments within ten days, SCOLP shall be deemed to have the right to review and comment on such Tax Return and statement prior to the filing of accepted such Tax Return. The In such case, Seller Representative and the Purchaser agree to consult and to attempt SCOLP shall reasonably cooperate in good faith with each other to resolve any issues arising as reach a result of timely and mutually satisfactory solution to the review of disputed matters with respect to such Tax Return and statement by the Seller or its authorized representative. The Purchaser agrees to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax ReturnReturns. (cii) The Seller At its cost and expense, SCOLP shall be responsible for filing prepare and timely file any Tax Returns of the CompanyAcquired Companies for the Straddle Period and any other Tax Return not referenced in Section 7.4(c)(i) relating to a Pre-Closing Tax Period. Such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by a change in Law. SCOLP shall, the Subsidiaries and the Joint Ventures for taxable periods ending on or at least 30 days prior to the due date (with applicable extensions) for any income Straddle Period Tax Return(s), provide a copy of such Tax Return(s) to Seller Representative. Seller Representative shall, within ten days after receiving such income Straddle Period Tax Return(s), provide, in writing, any comments to SCOLP regarding any matters in such Tax Return(s) with which it reasonably disagrees, and if Seller Representative does not provide written comments within ten days, Seller Representative shall be deemed to have accepted such Tax Return. SCOLP shall also, at least fifteen days prior to the due date (with applicable extensions) for all non-income Tax Return(s), provide a copy of such Tax Return(s) to Seller Representative and Seller’s Representative shall provide, in writing, any comments to SCOLP regarding any matters in such non-income Tax Return(s) with which it reasonably disagrees, and if Seller Representative does not provide written comments within five days, Seller Representative shall be deemed to have accepted such Tax Return. In both cases, Seller Representative and SCOLP shall reasonably cooperate in good faith with each other to reach a timely and mutually satisfactory solution to the disputed matters with respect to such Tax Returns. SCOLP shall pay and discharge all Taxes shown to be due on such Tax Returns. No later than ten Business Days prior to the due date of the Merger which are required as a result of examination adjustments made by the IRS any income Straddle Period Tax Return, or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished three Business Days prior to the Company, the Subsidiaries and the Joint Venturesdue date of any non-income Tax Return, as the case may be, Seller Representative shall pay to SCOLP the portion of the Taxes shown as due on such Tax Return that is attributable to the Pre-Closing Tax Period for signature any non-income Tax Return related solely to a Pre-Closing Tax Period or the pre-Closing portion of the Straddle Period (as determined under Section 7.4(c)(iii)), by wire transfer of immediately available funds. (iii) For purposes of this Section 7.4(c), in the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that is attributable to the portion of the period ending on the Closing Date shall be: (A) in the case of Taxes that are either (1) based upon or related to income or receipts or (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable period of the Company (and each partnership in which the Company is a partner) ended with (and included) the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period and (B) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Company, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary contained in this Agreement, any franchise Tax shall be allocated to the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such franchise Tax. (iv) Seller Representative and SCOLP shall reasonably cooperate, and shall cause their respective Subsidiaries, Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, in each case to the extent related to any Acquired Company. The parties will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information with respect to the Acquired Companies to the extent such records and information pertain to events occurring prior to the Closing Date. SCOLP shall, and shall cause its Affiliates to, and Seller Representative shall, as applicable, (A) use its commercially reasonable efforts to properly retain and maintain such records for a period of seven years following the Closing Date, (B) give the other party reasonable written notice prior to transferring, destroying, or discarding any such books and records and shall allow the other party to take possession of such books and records, and (C) allow the other party and its agents and representatives, at times and dates mutually acceptable to the parties, to inspect and review such records as the other party may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours. SCOLP and Seller Representative shall, upon request, use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the Transactions). (v) In the case of any Tax Return described in Section 7.4(c)(i) or Section 7.4(c)(ii), if the parties are unable to resolve any dispute at least ten days before the due date (10with applicable extensions) for any income Tax Return, or at least five days before the due date (with applicable extensions) for any non-income Tax Return, the dispute shall be referred to the Accountants for resolution in accordance with the procedures of Section 2.15(c). If the Accountants are unable to resolve any such dispute prior to the due date (with applicable extensions) for filing any such Tax ReturnsReturn, such Tax Return shall be filed as prepared by the relevant party, subject to amendment, if necessary, to reflect the resolutions of the dispute by the Accountants. The cost related to any such dispute shall be allocated in accordance with Section 2.15(c). (vi) None of SCOLP, the Acquired Companies or any of their respective Affiliates shall amend, re-file, revoke or otherwise modify any Tax Return or Tax election of any Acquired Company, in each case in respect of a Pre-Closing Tax Period, or otherwise take any other action, that could adversely modify the liability for Taxes for such Pre-Closing Tax Period, without the prior written consent of Seller Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (vii) SCOLP and its Affiliates, on the one hand, or Seller Representative on the other hand (the “Recipient”) shall notify Seller Representative or SCOLP, as the case may be, in writing within 30 days of receipt by the Recipient of written notice of any Tax audit or Tax proceeding which may affect the liability for Taxes of such other party under this Agreement (“Tax Contest”). Seller Representative, at Seller Representative’s sole cost and expense, shall have the right to represent any Acquired Company’s interests in any Tax Contest relating to a Tax period ending on or before the Closing Date. Seller Representative shall employ counsel of Seller Representative’s choice and at Seller Representative’s expense; provided that SCOLP shall be permitted, at SCOLP’s expense, to be present at any such Tax Contest, including the review of any correspondence and providing reasonable comments to any documents related to such Tax Contest. Notwithstanding the foregoing, no party shall not be entitled to settle, either administratively or after the commencement of any Tax Contest without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed). If Seller Representative declines such right to represent and control such defense and settlement with respect to a Tax Contest relating to a Tax period ending on or before the Closing Date, SCOLP, at SCOLP’s sole cost and expense, shall have the right to represent and control such defense and settlement. SCOLP and its Affiliates shall have the sole right to represent any Acquired Company’s interests in any Tax Contest relating to a Straddle Period. SCOLP shall employ counsel of SCOLP’s choosing at SCOLP’s expense; provided that, Seller Representative shall be permitted at Seller Representative’s expense to be present at any such Tax Contest, including the review of any correspondence and providing reasonable comments to any documents related to such Tax proceeding. The costs and expenses incurred by SCOLP in defending any Tax Contest relating to a Straddle Period shall be borne by Seller Representative and SCOLP in proportion to Seller Representative’s and SCOLP’s respective liability for Taxes for such Straddle Period, determined in the manner set forth in Section 2.15(c). (viii) Except as otherwise provided in this Section 7.4(c), in the case of any conflict between this Section 7.4(c) and any other provision of this Agreement, the provisions of this Section 7.4(c) shall control.

Preparation of Tax Returns. (ai) The Seller Company shall not file any Income Tax Return or other material Tax Return on or prior to the Closing Date without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). (ii) The Parties acknowledge and agree that for U.S. federal income tax purposes, the taxable year of the Company will end on the end of the day on the Closing Date and, to the extent applicable Tax Laws in other jurisdictions so permit, the Parties will elect to cause the taxable year of the Company to terminate on the Closing Date. Purchaser shall prepare and file at its sole expense (or cause the Companyfile, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns relating to the Company each Subsidiary and the Joint Ventures for taxable periods ending on or before the date of the Merger, and the Seller shall pay (or cause to be paid) using its own funds to the appropriate taxing authority the amount of Taxes shown as due on such Returns. (b) The Purchaser shall prepare prepared and file (or cause the Companyfiled, the Subsidiaries and the Joint Ventures to prepare and file) all Tax Returns that relate are filed or required to be filed on or after the Closing Date by or with respect to the Company, any Subsidiary or any Joint Venture for taxable periods ending after the date of the Merger Company (including Straddle Periods“Purchaser Prepared Returns”). Such To the extent that a Purchaser Prepared Return relates to a Pre-Closing Tax Returns Period, such Tax Return shall be prepared on a basis consistent with those prepared for taxable periods prior existing procedures and practices and accounting methods, and, to the Merger Effective Time extent applicable, the conventions provided in Section 6.08(d), unless a different treatment of any item is otherwise required by an intervening change this Agreement or, as reasonably determined by Purchaser, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of Taxes in Lawthe form of penalties, in which case, such Purchaser Prepared Return shall be prepared in accordance with any method consistent with applicable law determined in good faith by Purchaser. With respect to any Each Purchaser Prepared Return that shows a Tax Return required to for which the Stockholders may have a liability under this Agreement shall be filed with respect submitted to the Company, any Subsidiary or any Joint Venture after Stockholder Representative for the date of the Merger Stockholder Representative’s review and as to which Taxes are allocable to the Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01 comment at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and Purchaser shall incorporate any reasonable comments made by the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of Stockholder Representative into such Tax Return prior to filing. Purchaser shall cause each such Purchaser Prepared Return to be executed and statement by timely filed with the Seller or its authorized representative. The Purchaser agrees appropriate Governmental Entity and shall cause to reflect in good faith the reasonable comments of the Seller or its authorized representative on such Tax Returnbe timely paid any Taxes shown as due thereon. (ciii) The Seller shall be responsible for filing Stockholder Representative (on behalf of the Equityholders) will pay (i) all Pre-Closing Taxes owed with respect to any Tax Returns Return of the Company, the Subsidiaries and the Joint Ventures Company for any taxable periods period ending on or prior to the date Closing Date and any Straddle Period and (ii) Purchaser’s costs and expenses of the Merger which are required as a result of examination adjustments made by the IRS or by the applicable statepreparing any such Tax Return (subject to Section 6.08(d)), local or foreign Tax authorities for such taxable years as finally determined. With respect to those jurisdictions in which separate Tax Returns are filed by the Company, the Subsidiaries and the Joint Ventures, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by the Seller and furnished to the Company, the Subsidiaries and the Joint Ventures, as the each case may be, for signature and filing at least ten no later than five (105) days prior to the due date for filing thereof; provided that in each of clauses (i) and (ii), the Stockholder Representative shall pay such Tax Returnsamounts solely from the Expense Fund and to the extent that funds are available therein.