Common use of Preparation of Tax Returns Clause in Contracts

Preparation of Tax Returns. (a) Seller shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Date.

Preparation of Tax Returns. (a) Seller Buyer shall timely prepare and timely file, or shall cause to be timely prepared and timely filed, with the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect to by the Purchased Assets Company and HSW for any a Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to or Straddle Period that are due after the Closing Date (determined without regard to extensions) each, a “Buyer Prepared Tax Return”). All such Buyer Prepared Tax Returns shall be prepared in accordance with existing procedures, practices, and shall timely pay all such Non-Income Taxes. accounting methods of each of the Company and HSW, respectively, unless otherwise required by applicable Laws. Each Buyer Prepared Tax Return that is an income Tax Return (b) a “Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Prepared Income Tax Returns with respect Return”) shall be submitted to the Purchased Assets Sellers’ Representative for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date Sellers’ Representative’s review and comment at least twenty (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period20) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Buyer Prepared Income Tax ReturnsReturn (taking into account extensions). Buyer shall consider in good faith any reasonable comments that are submitted by the Sellers’ Representative (if any) to Buyer in writing within seven (7) days of the delivery of any such Buyer Prepared Income Tax Return to the Sellers’ Representative pursuant to the immediately preceding sentence. If any such comments are submitted to Buyer by the Sellers’ Representative, including extensions. Buyer shall provide the Sellers’ Representative with a revised version of the applicable Buyer Prepared Income Tax Return for Sellers’ Representative’s review and consent (cnot to be unreasonably withheld, conditioned or delayed). If Sellers’ Representative does not consent to such revised Buyer Prepared Income Tax Return, it shall so notify Buyer thereof in writing within five (5) Any regular periodic days of the delivery by Buyer of such Buyer Prepared Income Tax charges paid Return pursuant to the immediately preceding sentence, provided that such notice (a “Notice of Tax Return Dispute”) shall set forth in reasonable detail any item that the Sellers’ Representative reasonably disputes and the extent to which such item, as reflected in the Buyer Prepared Income Tax Return, is not in accordance with existing procedures, practices, and accounting methods of the Company or HSW, as applicable, and further provided that if the Sellers’ Representative does not timely provide such notice or comply with the foregoing requirements, such revised version of the Buyer Prepared Income Tax Return shall be deemed to be final and may be filed by Seller or Buyer Buyer. In the event that Sellers’ Representative submits a valid Notice of Tax Return Dispute to Buyer, the parties shall commence to negotiate in good faith, provided that if they are unable to resolve the relevant dispute within five (5) days of the delivery of the Notice of Tax Return Dispute, they shall submit the relevant items of dispute to the Independent Accountant and request that the Independent Accountant render a determination as to whether Sellers’ Representative’s position with respect to any each disputed item is correct or not (i.e., in contrast to the position taken by Buyer and taking into consideration whether such item as prepared was in accordance with existing procedures, practices, and accounting methods of the Purchased AssetsCompany or HSW, including amounts payable as applicable, unless otherwise required by applicable Law), with such determination to be made by the Independent Accountant as soon as practicable after its retention. Each of Buyer, the Sellers’ Representative and their respective agents and representatives shall cooperate with the Independent Accountant in furnishing such information as it may reasonably request and the Independent Accountant shall consider and make a determination only with respect to all real property, personal property and similar Taxes relating the items that the Sellers’ Representative has disputed in its Notice of Tax Return Dispute (except to the Purchased Assets which relate extent that other revisions must or reasonably should be made to periods both before and after consistently take any determinations by the Closing Date, Independent Accountant into account). The determination of the Independent Accountant with respect to each item shall be prorated binding upon the parties and adjusted between Seller the relevant Buyer Prepared Income Tax Return shall be finalized and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days filed consistent therewith. The expenses of the receipt Independent Accountant shall be borne equally by Buyer and the Sellers’ Representative, provided, however, that if all of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate the disputed items submitted to the period commencing on Independent Accountant for its determinations are decided in favor of any one such party, the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days other party shall pay all of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion expenses of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable periodIndependent Accountant. In the case event that the Independent Accountant is unable to render its determinations with respect to a Notice of any Tax based upon or related to income or receipts, such amount shall be equal Return Dispute prior to the amount date on which a Buyer Prepared Income Tax Return must be filed, Buyer shall file or cause to be filed such Buyer Prepared Income Tax Return as originally prepared by Buyer and, in the event that would the Independent Accountant subsequently makes a determination in favor of the Sellers’ Representative, Buyer shall, within sixty (60) days of such determination, amend, or cause to be payable if amended, the relevant tax period ended on applicable Buyer Prepared Income Tax Return in a manner consistent with such determination of the Closing DateIndependent Accountant.

Preparation of Tax Returns. (a) Seller The Company shall timely prepare and file, timely file or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, timely filed all Non-Income Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the Purchased Assets for any Preextent identified as short-Closing term liabilities in the Financial Statements. Such Tax Period and all Non-Income Taxes Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to be paid in writing by Buyer prior to the Closing Date filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (determined without regard 15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall timely pay all such Non-Income Taxesbe revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer shall timely prepare and file, or (i) shall cause to be timely prepared each such Tax Return and filed, with (ii) shall determine the appropriate Taxing authorities, all Non-Income portion of the Taxes shown as due on such Tax Returns with respect Return that is allocable to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any a Pre-Closing Tax Period, which determination shall be set forth in a statement (“Statement”) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxesprepared by Buyer. Buyer shall provide Seller with a draft copy of such Tax Returns Return and the Statement related thereto to the Straddle Period 30 Seller Representative at least ten (10) days prior to the due date of (including any extension thereof) for filing such Tax Returns, including extensionsReturn. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any each Tax based upon or related Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to income or receiptssuch Tax Return, such the Equityholders shall pay to Buyer an amount shall be equal to the total amount that would be payable if the relevant tax period ended of Taxes reflected on the Closing DateStatement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (a) Seller shall timely prepare Indemnitor will be responsible for the preparation and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, filing of all Non-Income Tax Returns for Company and the Company Subsidiaries 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 Company and the Company Subsidiaries for all Post-Closing Periods and any Tax period that are required to be filed with respect to includes a Straddle Period. All Tax Returns of the Purchased Assets Company and the Company Subsidiaries for any Pre-Closing Tax Period and all Non-Income Taxes required to any Straddle Period shall be paid prepared in a manner consistent with the applicable entity's past practices as in effect prior to the Closing Date (determined without regard to extensions) and shall timely pay all Date; provided, however, that such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, past practices are in accordance with the appropriate Taxing authoritiesCode and the regulations thereunder. Acquiror shall submit any Tax Return that includes a Straddle Period to Indemnitor for review and consent, all Non-Income which consent shall not be unreasonably withheld. Each of Acquiror, Seller and Indemnitor 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 Company, Indemnitor, 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 Indemnitor intends to file such Tax Return. To the extent that positions previously taken on Tax Returns of the Company and the Company Subsidiaries require further explication or substantiation in order for the Acquiror to prepare Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required the Indemnitor and the Seller shall provide or cause to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed provided such information and background with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, matters as the case Acquiror may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related from time to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Datetime reasonably request.

Preparation of Tax Returns. (ai) Seller Holding shall timely prepare and file, or shall cause to be timely prepared and filed, file or cause to be filed all Tax Returns required to be filed by the Transferred Companies for all periods ending on or prior to the Closing Date which are required to be filed on or before the Closing Date. Such Tax Returns shall be prepared consistently with the appropriate Taxing authoritiespast practice of the Transferred Companies, all Non-Income as applicable, unless otherwise required by applicable Law. Holding shall provide (or cause to be provided) drafts of any such Tax Returns no later than thirty (30) days prior to the applicable due date (taking into account all extensions properly obtained) of such Tax Return for the Acquiror’s review and approval (such approval not to be unreasonably withheld, delayed or conditioned). (ii) The Acquiror shall prepare or cause to be prepared and file or cause to be filed all Tax Returns not described in Section 7.14(b)(i) that are required to be filed by or with respect to the Purchased Assets for Transferred Companies. In the case of any Tax Returns that relate to any Pre-Closing Signing Tax Period or to any portion of a Straddle Period ending on the Closing Date, the Acquiror shall prepare such Tax Returns consistent with past practices of the Transferred Companies, as applicable, unless otherwise required by applicable Law, and all Non-Income Taxes required shall provide (or cause to be paid provided) drafts of such Tax Returns no later than thirty (30) days prior to the Closing Date applicable due date (determined without regard to extensionstaking into account all extensions properly obtained) of such Tax Return for the Transferor Parties’ review and shall timely pay all approval (such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause approval not to be timely prepared and filedunreasonably withheld, with delayed or conditioned). The Transferor Parties shall pay the appropriate Taxing authorities, all Non-Income Tax Returns with respect Acquiror an amount equal to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Transferor Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days Return no later than five (5) Business Days prior to the due date of such Tax Returns, including extensionsTaxes. (ciii) Any regular For purposes of this Section 7.14, in the case of any Taxes that are imposed on a periodic Tax charges paid by Seller or Buyer with respect to any of basis and are payable for a Straddle Period, the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable which relates to the portion of the period such Straddle Period ending on the Closing Signing Date and shall (A) in the case of any Taxes other than the Taxes based upon or related to the portion of the period commencing on the day following the Closing Dateincome or receipts, such amount shall be determined by multiplying deemed to be the amount of such regular periodic charges Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Signing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the entire taxable period. In , and (B) in the case of any Tax based upon or related to income or receipts, such amount shall receipts be deemed equal to the amount that which would be payable if the relevant tax taxable period ended on the Closing Signing Date.

Preparation of Tax Returns. (a) Seller The Company shall timely prepare and file, timely file or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, timely filed all Non-Income Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the Purchased Assets for any Preextent identified as short-Closing term liabilities in the Financial Statements. Such Tax Period and all Non-Income Taxes Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to be paid in writing by Buyer prior to the Closing Date filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (determined without regard 15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall timely pay all such Non-Income Taxesbe revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer shall timely prepare and file, or (i) shall cause to be timely prepared each such Tax Return and filed, with (ii) shall determine the appropriate Taxing authorities, all Non-Income portion of the Taxes shown as -41- due on such Tax Returns with respect Return that is allocable to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any a Pre-Closing Tax Period, which determination shall be set forth in a statement (“Statement”) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxesprepared by Buyer. Buyer shall provide Seller with a draft copy of such Tax Returns Return and the Statement related thereto to the Straddle Period 30 Seller Representative at least ten (10) days prior to the due date of (including any extension thereof) for filing such Tax Returns, including extensionsReturn. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any each Tax based upon or related Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to income or receiptssuch Tax Return, such the Equityholders shall pay to Buyer an amount shall be equal to the total amount that would be payable if the relevant tax period ended of Taxes reflected on the Closing DateStatement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (ai) The Seller shall timely prepare and fileprepare, or shall cause to be timely prepared, all Tax Returns for the Company for all Tax periods ending on or before the Closing Date (a “Pre-Closing Tax Period”) with an initial due date after the Closing Date (each, a “Pre-Closing Tax Return”). All Pre-Closing Tax Returns shall be prepared and filed, consistent with the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect past practice of the Company. At least 30 days prior to the Purchased Assets for date on which any Pre-Closing Tax Period Return is required to be filed (taking into account any valid extensions), the Seller shall submit such Pre-Closing Tax Return to the Buyer for the Buyer’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Buyer shall provide written notice to the Seller of its disagreement with any items in such Pre-Closing Tax Return within ten Business Days of its receipt of such Pre-Closing Tax Return, and if the Buyer fails to provide such notice, such Pre-Closing Tax Return shall become final and binding upon the parties hereto, and the Buyer shall file, or cause to be filed, such Pre-Closing Tax Return as prepared by the Seller. If the Buyer and the Seller are unable to resolve any dispute regarding any Pre-Closing Tax Return within five Business Days after the 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 9.5. The Seller shall pay or cause to be paid, when due, all Non-Income Taxes required to be paid prior with or in respect of all Pre-Closing Tax Returns. (ii) The Buyer shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns for the Company for all Tax periods that begin on or before and end after the Closing Date (determined without regard to extensions) such Tax period, a “Straddle Period” and each such Tax Return, a “Straddle Period Tax Return”). Except as otherwise required by applicable Law, all Straddle Period Tax Returns shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, consistent with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to past practice of the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income TaxesCompany. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period At least 30 days prior to the due date on which any Straddle Period Tax Return is required to be filed (taking into account any valid extensions), the Buyer shall submit such Straddle Period Tax Return to the Seller for the Seller’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Seller shall provide written notice to the Buyer of its disagreement with any items in such Straddle Period Tax Return within ten Business Days of its receipt of such Straddle Period Tax ReturnsReturn, including extensions. (c) Any regular periodic Tax charges paid by and if the Seller or Buyer with respect fails to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of provide such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Datenotice, such amount Straddle Period Tax Return shall be determined by multiplying become final and binding upon the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may beparties hereto, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon Buyer shall file, or related cause to income or receiptsbe filed, such amount shall Straddle Period Tax Return. If the Buyer and the Seller are unable to resolve any dispute regarding any Straddle Period Tax Return within five days after the Seller delivers such notice of disagreement, then the dispute will be equal to finally and conclusively resolved by the amount that would be payable if Accountants in accordance with the relevant tax period ended on the Closing Date.dispute resolution procedure set forth in Section 9.5. -22-

Preparation of Tax Returns. (ai) The Seller shall timely prepare and fileprepare, or shall cause to be timely prepared, all Tax Returns for the Company for all Tax periods ending on or before the Closing Date (a “Pre-Closing Tax Period”) with an initial due date after the Closing Date (each, a “Pre-Closing Tax Return”). All Pre-Closing Tax Returns shall be prepared and filed, consistent with the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect past practice of the Company. At least 30 days prior to the Purchased Assets for date on which any Pre-Closing Tax Period Return is required to be filed (taking into account any valid extensions), the Seller shall submit such Pre-Closing Tax Return to the Buyer for the Buyer’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Buyer shall provide written notice to the Seller of its disagreement with any items in such Pre-Closing Tax Return within ten Business Days of its receipt of such Pre-Closing Tax Return, and if the Buyer fails to provide such notice, such Pre-Closing Tax Return shall become final and binding upon the parties hereto, and the Buyer shall file, or cause to be filed, such Pre-Closing Tax Return as prepared by the Seller. If the Buyer and the Seller are unable to resolve any dispute regarding any Pre-Closing Tax Return within five Business Days after the 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 9.5. The Seller shall pay or cause to be paid, when due, all Non-Income Taxes required to be paid prior with or in respect of all Pre-Closing Tax Returns. (ii) The Buyer shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns for the Company for all Tax periods that begin on or before and end after the Closing Date (determined without regard to extensions) such Tax period, a “Straddle Period” and each such Tax Return, a “Straddle Period Tax Return”). Except as otherwise required by applicable Law, all Straddle Period Tax Returns shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, consistent with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to past practice of the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income TaxesCompany. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period At least 30 days prior to the due date on which any Straddle Period Tax Return is required to be filed (taking into account any valid extensions), the Buyer shall submit such Straddle Period Tax Return to the Seller for the Seller’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Seller shall provide written notice to the Buyer of its disagreement with any items in such Straddle Period Tax Return within ten Business Days of its receipt of such Straddle Period Tax ReturnsReturn, including extensions. (c) Any regular periodic Tax charges paid by and if the Seller or Buyer with respect fails to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of provide such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Datenotice, such amount Straddle Period Tax Return shall be determined by multiplying become final and binding upon the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may beparties hereto, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon Buyer shall file, or related cause to income or receiptsbe filed, such amount shall Straddle Period Tax Return. If the Buyer and the Seller are unable to resolve any dispute regarding any Straddle Period Tax Return within five days after the Seller delivers such notice of disagreement, then the dispute will be equal to finally and conclusively resolved by the amount that would be payable if Accountants in accordance with the relevant tax period ended on the Closing Datedispute resolution procedure set forth in Section 9.5.

Preparation of Tax Returns. (ai) Seller shall timely Intermediate shall, or at the option of Topco, Topco shall, at the cost and expense of the VS Companies, prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all NonFlow-Income Thru Tax Returns of the VS Companies that are required solely relate to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid tax periods ending on or prior to the Closing Date and that are filed after the Closing Date (determined without regard “Pre-Closing Flow-Thru Tax Returns”). Any such Pre-Closing Flow-Thru Tax Returns shall be prepared in a manner consistent with the past practices of the VS Companies, except as required by applicable Law or set forth herein. Unless Topco elects to extensionsprepare any such Pre-Closing Flow-Thru Tax Returns, at least twenty (20) days prior to the filing of any such Pre-Closing Flow-Thru Tax Return, a draft copy of such Pre-Closing Flow-Thru Tax Return shall be delivered to Topco for its review and approval. If Topco elects to prepare any such Pre-Closing Flow-Thru Tax Returns, at least twenty (20) days prior to the filing of any such Pre-Closing Flow-Thru Tax Return, Topco shall timely pay all deliver a draft of such NonPre-Income TaxesClosing Flow-Thru Tax Return to VS PubCo and consider in good faith any reasonable comments provided by VS PubCo. (bii) Buyer Intermediate shall timely prepare and file, or shall cause to be timely prepared and filed, all Flow-Thru Tax Returns of the VS Companies for Straddle Periods (“Straddle Period Flow-Thru Tax Returns”). Any such Straddle Period Flow-Thru Tax Returns shall be prepared in a manner consistent with the appropriate Taxing authoritiespast practices of the VS Companies, except as required by applicable Law or set forth herein. At least twenty (20) days prior to the filing of any such Straddle Period Flow-Thru Tax Return, a draft copy of such Straddle Period Flow-Thru Tax Return shall be delivered to Topco for its review and comment, and Intermediate shall incorporate any reasonable comments provided by Topco prior to the filing of such Straddle Period Flow-Thru Tax Return. (iii) Intermediate shall take all Non-Income actions necessary or advisable to ensure that Intermediate (and, to the extent provided for in the Tax Returns Receivable Agreement, any of its Subsidiaries that is treated as a partnership for applicable Tax purposes) will have made a valid election pursuant to Section 754 of the Code (and elections available under similar provisions of state or local Law) that is effective for the taxable period that includes the Closing Date. Determinations with respect to the Purchased Assets for allocation of taxable items of any Post-Closing Tax Periods, all Non-Income Taxes required VS Company that are to be paid subsequent to made as a result of the Closing Date (determined without regard to extensions, but not including any Nontransfer of interests in Intermediate made in connection with the Transactions shall be made under Section 706 of the Code utilizing the “interim closing method” described in Treasury Regulation 1.706-Income Taxes that relate to Non-Income 4 under the monthly convention. All deductions triggered in connection with the Transactions shall be reported on income Tax Returns that are required of the VS Companies as attributable to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect Periods to the Straddle Period and shall timely pay all extent there is a reasonable basis for such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensionsposition under applicable law. (civ) Any regular periodic Tax charges paid Unless otherwise required by Seller or Buyer applicable Law, with respect to any such matter that could reasonably be expected to result in any Tax liability for which Topco, Intermediate or any of their beneficial owners could be responsible, without the prior written consent of Topco (not to be unreasonably withheld, conditioned, or delayed), VS PubCo shall not, and shall not permit any of its Affiliates to file (other than in accordance with Section 7.3(a)(i)), re-file, or amend any Flow-Thru Tax Return of the Purchased Assets, including amounts payable VS Companies with respect to all real property, personal property and similar Taxes relating any taxable period beginning prior to the Purchased Assets which relate Closing Date, or make any Tax election that would have retroactive effect with respect to periods both before and any taxable period beginning prior to the Closing Date. With respect to any taxable period that includes or begins after the Closing Date, VS PubCo agrees (i) that it will not take (and that it will cause its Affiliates not to take) any position with respect to any Tax Return, refund claim, or other document filed with any Tax authority, in any Tax information statement delivered to its stockholders, or in connection with an audit of VS PubCo’s Tax Returns; and (ii) that it will not make any other written filing, disclosure, or communication to or with any other Person (any action described in clauses (i) and (ii), a “VS PubCo Tax Position”) that is inconsistent with (or reasonably could be expected to provide a basis for taking a position inconsistent with) the positions taken by any VS Company (or any Subsidiary of a VS Company) on income Tax Returns or Schedules K-1 or with respect to Tax Matters, in each case, filed by the VS Companies or disclosed to VS PubCo (any such position taken by any VS Company or any Subsidiary of a VS Company, an “Applicable Tax Position”) or reasonably could be expected to suggest that the Tax Return positions reflected in any Applicable Tax Position is or may be incorrect, unless VS PubCo gives prior written notice to Topco and the VS Companies of any such VS PubCo Tax Position, considers the Applicable Tax Position in good faith, and discusses any such VS PubCo Tax Position (including the basis for such VS PubCo Tax Position) in good faith with Topco and the VS Companies. (v) The parties acknowledge and agree that the Merger is intended to be treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code for U.S. federal (and applicable state and local) income Tax purposes, and each party shall, and shall cause its respective Affiliates to, use reasonable best efforts to cause the Merger to so qualify and file all Tax Returns consistent with, and take no position inconsistent with, such treatment, except as otherwise required by applicable Law or pursuant to a final “determination” within the meaning of Section 1313(a) of the Code. The parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). (vi) To the extent any opinion relating to Tax matters with respect to Horizon (or its pre-Closing shareholders) is requested by the SEC in connection with the Proxy Statement/Registration Statement, the parties hereby acknowledge and agree that legal counsel to Horizon shall deliver any such opinion (and, for the avoidance of doubt, legal counsel to the VS Companies shall not be obligated to deliver any such opinion). In furtherance of the foregoing, each party shall, and shall cause its respective Affiliates, to (i) cooperate in order to facilitate the issuance of any such opinion and (ii) deliver to Xxxxxxxx & Xxxxx LLP (or other applicable legal counsel to Horizon), in each case, to the extent requested by such counsel, a duly executed certificate dated as of the date requested by such counsel, containing such representations, warranties and covenants as shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date reasonably necessary or within ten (10) business days of the receipt of an invoice from Seller) for that portion of appropriate to enable such Tax charges paid by Seller that relate counsel to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of render any such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Dateopinion.

Preparation of Tax Returns. (a1) Seller shall timely prepare and file, or The Purchaser shall cause to be timely prepared and filed, with the appropriate Taxing authorities, filed on a timely basis all Non-Income Tax Returns that for the Corporation for (a) any Pre-Closing Tax Period for which Tax Returns have not been filed as of the Closing Date and (b) for any Straddle Period for which Tax Returns are required to be prepared and filed (all Tax Returns referred to in clause (a) and (b) above collectively being referred to herein as the “Stub Period Returns”). The Purchaser shall prepare each Stub Period Return on a basis consistent with (i) Applicable Law, (ii) the Closing Date Statement, and (iii) the past practices and procedures of the Corporation. Notwithstanding the foregoing, in any Stub Period Return, the Corporation shall not deduct any amount in the nature of a reserve or claim any Tax credit that would require the Corporation to include in a tax period ending after the Closing Time any amount of income, unless the Tax liability in respect of such income (determined as though such income were the only income or loss of the entity for the tax period and without regard for the availability of any loss carryforwards or carrybacks) is taken into account in computing the Closing Date Working Capital. The Purchaser shall provide to the Vendor for its review a draft of each Stub Period Return no later than 30 days in the case of an income Tax Return, and 10 days in the case of any other Tax Return, prior to the due date for filing such Tax Return with the appropriate Governmental Authorities. The Vendor shall notify the Purchaser in writing within 15 days in the case of an income Tax Return, and 5 days in the case of any other Tax Return, after delivery of a Stub Period Return if it has any reasonable comments with respect to items set forth in such Stub Period Return. The Purchaser shall consider all such comments. (2) Other than Taxes which were specifically taken into account in computing the Purchased Assets Closing Date Working Capital, the Vendor shall pay (a) all Taxes due with respect to all Tax Returns for the Corporation for any Pre-Closing Tax Period and (b) with respect to all Non-Income Tax Returns for the Corporation for any Straddle Period, Taxes required allocable to be paid the portion of the Straddle Period ending immediately prior to the Closing Date (as determined without regard to extensions) and shall timely pay all such Non-Income Taxesunder Section 7.6(3)). (b3) Buyer shall timely prepare and fileIn the case of any Straddle Period, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable Taxes allocable to the portion of the period Straddle Period ending on immediately prior to the Closing Date and to shall be: (a) in the portion case of the period commencing Taxes imposed on the day following the Closing Datea periodic basis (such as real or personal property Taxes), such amount shall be determined by multiplying the amount of such regular periodic charges Taxes for the entire Taxable period 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 fraction, the numerator of which is the number of calendar days in the taxable period ending on Straddle Period prior to the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of calendar days in the taxable period. In entire relevant Straddle Period; and (b) in the case of any Tax Taxes not described in (a) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, such amount shall be equal to or Taxes that are based upon occupancy or imposed in connection with any sale or other transfer or assignment of property), the amount that would be payable of such Taxes determined as if the relevant such tax period ended on immediately prior to the Closing Date.

Preparation of Tax Returns. (a) Seller The Sellers’ Representative shall timely prepare and timely file, or shall cause to be timely prepared and timely filed, with the appropriate Taxing authorities, all Non-Income Tax Returns in respect of the Company Group that are required to be filed (taking into account any extension that is automatically granted if timely filed) before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with respect the past practices of the Company (except as otherwise required by applicable Law). (b) The Sellers’ Representative, at its sole expense, shall prepare and timely file, or cause to be prepared and timely fled, any Flow-Through Tax Return required to be filed by the Company Group for any Pre-Closing Tax Period, the due date of which (taking to account extension of time to file) is after the Closing. Such Flow-Through Tax Return for the final Pre-Closing Tax Period shall include all Transaction Tax Deductions. The Sellers’ Representative shall prepare such all Flow-Through Tax Returns in a manner consistent with the past procedures and practices of the Company Group except as required by this Agreement or by Law. The Sellers’ Representative shall deliver to the Purchased Assets Purchaser for its review a draft of any such Flow-Through Tax Return at least twenty (20) days prior to the due date (taking into account extensions of time to file) (or as soon as reasonably practicable if the due date for filing such Tax Return is within twenty (20) days of the Closing) for the filing of such Flow-Through Tax Return. The Purchaser shall notify the Sellers’ Representative of any objections within ten (10) days of receipt of such draft Flow-Through Tax Return and the Sellers’ Representative shall incorporate any reasonable comment that the Purchaser submits to the Sellers’ Representative; provided, that if Purchaser and the Sellers’ Representative are unable to agree on the final form of any such Tax Return after good faith negotiations, then the dispute shall be submitted to and resolved by the Independent Accountant in accordance with the dispute resolution procedure set forth in Section 1.05(e). (c) Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Company Group for any Pre-Closing Tax Period and all Non(other than the income Tax Returns which will be prepared by Sellers’ Representative pursuant to Section 11.02(b)), the due date of which (taking into account extension of time to file) is after the Closing Date. To the extent any such Tax Return is a Flow-Income Taxes required to be paid prior Through Tax Return or reports a Seller Indemnified Tax (but solely to the Closing Date extent such Tax Return reports a Seller Indemnified Tax) (determined without regard to extensions) and such a Tax Return a “Seller Review Tax Return”), Purchaser shall timely pay all prepare such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, Tax Return in a manner consistent with the appropriate Taxing authorities, all Non-Income Tax Returns with respect past procedures and practices of the Company Group except as required by this Agreement or by Law. Purchaser shall deliver to the Purchased Assets Sellers’ Representative for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with its review a draft of any Seller Review Tax Returns related to the Straddle Period 30 Return at least twenty (20) days prior to the due date (taking into account extensions of time to file) (or as soon as reasonably practicable if the due date for filing such Tax Return is within twenty (20) days of the Closing) for the filing of such Seller Review Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to Return. The Sellers’ Representative shall notify Purchaser of any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or objections within ten (10) business days of the receipt of an invoice from Seller) for such draft Seller Review Tax Return and Purchaser shall incorporate any reasonable comment that portion the Sellers’ Representative submits to Purchaser; provided, that if Purchaser and the Sellers’ Representative are unable to agree on the final form of any such Tax charges paid Return after good faith negotiations, then the dispute shall be submitted to and resolved by Seller that relate the Independent Accountant in accordance with the dispute resolution procedure set forth in Section 1.05(e). (d) With respect to any specific Tax for which the period commencing on Company Group is required to file a Tax Return for a Straddle Period, the day parties agree to utilize the following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) conventions for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is Taxes attributable to the portion of the period Straddle Period ending at the end of the day on the Closing Date and (including for purposes of preparing any Tax Returns in accordance with this Section 11.02), to the portion extent permitted by applicable Law: (i) in the case of the period commencing property Taxes and other similar Taxes imposed on the day following the Closing Datea periodic basis, such amount shall be determined by multiplying the amount of such regular periodic charges attributable to the Pre-Closing Tax Period shall equal the Taxes for the entire Taxable period Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the taxable portion of the period ending at the end of the day on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of calendar days in the taxable period. In entire Straddle Period; and (ii) in the case of any all other Taxes (including income Taxes, sales Taxes, employment Taxes and withholding Taxes), the amount attributable to the Pre-Closing Tax based upon or related to income or receipts, such amount Period shall be equal to determined based on an interim closing of the amount that would be payable if books as of the relevant tax period ended close of business on the Closing DateDate (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company Group holds a beneficial interest shall be deemed to terminate at such time). (e) Without the prior written consent of the Sellers’ Representative (which shall not be unreasonably withheld, conditioned or delayed), Purchaser will not, and will cause the Company Group not to, take any of the following actions with respect to Taxes or Tax Returns in each case for any Pre-Closing Tax Period: (i) amend any Flow-Through Tax Return of the Company Group or any Tax Return to the extent it reports a Seller Indemnified Tax, in each case for any Pre-Closing Tax Period, (ii) change any Tax election with respect to the Company Group that has retroactive effect to any Pre-Closing Tax Period, (iii) extend or waive any statute of limitations with respect to Taxes or Tax Returns of the Company Group for any Pre-Closing Tax Period, or (iv) initiate any voluntary disclosure proceeding with a Governmental Entity with respect to Taxes of the Company Group for any Pre-Closing Period.

Preparation of Tax Returns. (ai) Seller shall timely prepare and file, or The Purchaser shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns that are required cause to be filed with respect to all Tax Returns for the Purchased Assets Company Group for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid taxable periods or portions thereof ending on or prior to the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with that are filed after the appropriate Taxing authorities, all Non-Income Tax Returns Closing Date. Solely with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income such Tax Returns that are required filed before the day immediately following the 12 month anniversary of the date on which the Effective Time occurs, the Purchaser shall provide the Stockholder Representative, for the Stockholder Representative’s review and comment, copies of any such income and other material Tax Returns a reasonable time prior to be filed with respect their filing (and at least 30 days prior to their filing in the case of income Tax Returns, provided that, to the Purchased Assets extent that the due date for filing a Tax Return is less than 40 days after the Closing Date, Purchaser will provide the Stockholder Representative copies of such Tax Returns as soon as is practicable), together with any Pre-Closing Tax Periodrelated records and documentation reasonably requested by the Stockholder Representative. The Purchaser shall consider in good faith all reasonable comments timely provided in writing by the Stockholder Representative. The Purchaser shall be entitled to recover from the Indemnification Escrow Fund: (i) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all any such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related Return that relate to the Straddle Period 30 days taxable periods ending on or prior to the Closing Date, (ii) Taxes due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect such Tax Return that relate to all real property, personal property and similar Taxes relating a Straddle Period that are attributable under Section 5.09(a)(ii) to the Purchased Assets which relate portion of such Straddle Period ending on the Closing Date and (iii) the reasonable third-party professional fees incurred in connection with the preparation and filing of any Tax Returns for the Company Group for the taxable periods ending on or prior to periods both before and January 31, 2022, that are filed after the Closing Date, shall be prorated in each case, to the extent such Taxes or other amounts are not included in the calculation of the Company Group’s Working Capital as of the Operative Time, Closing Transaction Expenses, or Closing Debt, in each case, as finally determined hereunder. (ii) The portion of any Taxes for a taxable period beginning before and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on ending after the Closing Date or within ten (10each, a “Straddle Period”) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable allocable to the portion of the such period ending on the Closing Date and shall be deemed to equal (i) in the portion case of Taxes that (A) are based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property, other than transfer Taxes allocated under Section 5.09(c), the amount which would be payable if the taxable year ended with the Closing Date based on an interim closing of the period commencing books and (ii) in the case of other Taxes imposed on the day following the Closing Datea periodic basis (including property Taxes), such amount shall be determined by multiplying the amount of such regular periodic charges Taxes for the entire Taxable period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of calendar days in the taxable entire period. In The amount of Taxes allocable to the case portion of any Tax based upon or related to income or receipts, such amount taxable period ending on the Closing Date shall be equal determined by treating the taxable year of any pass-through entity or CFC as terminated as of the end of the Closing Date (including for purposes of recognizing any income pursuant to Sections 951, 956 and 951A of the Code). For purposes of computing the Taxes attributable to the two portions of a taxable period pursuant to this Section 5.09(a)(ii), the amount of any item that would is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be payable if allocated between the relevant tax two portions of the period ended on in proportion to the number of days in each portion. (iii) The Purchaser and the Stockholder Representative shall cooperate, and shall cause their respective Affiliates (including the Company), officers, employees, agents, auditors and Representatives reasonably to cooperate, with each other in preparing and filing all Tax Returns of the Company Group, resolving all disputes relating to Taxes of the Company Group, and handling all proceedings, examinations, and audits relating to Tax matters of the Company Entities, including maintaining and making available all records necessary in connection with such Tax Returns, disputes and Tax matters. The Purchaser shall retain the books and records of the Company Group for the period ending seven (7) years after the Closing Date.

Preparation of Tax Returns. (a) Seller shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes; provided, however, that Buyer shall protest any property tax assessment with respect to the Project that is inconsistent with the split between real and personal property accorded the Project on the original assessments for the 2003 and 2004 tax years unless the Property Tax Litigation Goose APA DOCSNY1:1120714.11 12115-16 RM9/RM9 has been finally settled and resolved. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Date.

Preparation of Tax Returns. (a) Seller Sellers shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, responsible for filing all Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets or income attributable therefrom for any Post-Closing taxable periods ending on or before the applicable Transfer Date. Such Tax PeriodsReturns shall be true, correct and complete in all Non-Income material respects; and all Taxes required to indicated as due and payable on such Tax Returns shall be paid subsequent to the Closing Date by Sellers as and when required by Law. (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income b) Purchasers shall be responsible for filing all Tax Returns that are required to be filed with respect to the Purchased Assets or income attributable therefrom for any Pre-Closing Tax Period) taxable periods beginning after the applicable Transfer Date; it being understood that all Taxes indicated as due and all Non-Income payable on such returns shall be the responsibility of Purchasers, except for such Taxes due with respect which are the responsibility of Sellers pursuant to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensionsSection 12.2. (c) Any regular periodic If permitted by a Taxing Authority, Purchasers shall file a Tax charges paid by Seller or Buyer with respect Return and pay Taxes related to the applicable Post-Transfer Tax Period and Sellers shall file separate Tax Returns and separately pay their Taxes for the applicable Pre-Transfer Tax Period, provided however that any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes such Tax Returns relating to such Post-Transfer Tax Period or Pre-Transfer Tax Period shall not be filed without the Purchased Assets which relate to periods both before other applicable party’s prior review and after the Closing Date, comment and shall be prorated prepared on a basis consistent with past practice to the extent permitted by Law. If filing a Tax Return for the applicable Post-Transfer Tax Period separate from a Tax Return for the applicable Pre-Transfer Tax Period is not permitted, the applicable Purchaser shall prepare and adjusted between Seller file or cause to be prepared and Buyerfiled the applicable Tax Return relating to both such Tax Periods, with Buyer reimbursing Seller (on the Closing Date or within and shall make reasonable revisions to such Tax Return as are requested by Sellers unless otherwise required by applicable Law. No later than ten (10) business days of prior to the receipt of an invoice from Seller) for that portion filing of such Tax charges paid by Seller that relate Return, Sellers shall pay to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer applicable Purchaser (within ten (10in immediately available funds) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Taxes due in respect of such Tax charges that is Return relating to or attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any applicable Pre-Transfer Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing DatePeriod.

Preparation of Tax Returns. (a) Seller shall timely Sellers shall, at the expense of Sellers, prepare and timely file, or shall cause to be timely prepared and timely filed, with the appropriate Taxing authorities, all Non“S corporation” or other flow-Income through income Tax Returns that are required to be filed with respect to the Purchased Assets Acquired Companies where Tax on the income is paid solely by Sellers including any such income Tax Return of Sellers that includes the Acquired Companies (such Tax Returns, “Flow-Through Tax Returns”). For the avoidance of doubt, any income Tax Return with respect to which any Tax is paid by an Acquired Company shall not be a Flow-Through Tax Return. At least twenty (20) days prior to filing an Flow-Through Tax Return, Sellers shall make available to Buyer a draft of such Tax Return for any Pre-Closing Buyer’s review and Sellers will consider in good faith all reasonable comments received from Buyer at least five (5) days before the due date for the applicable Tax Period and all Non-Income Taxes required Return. Sellers shall pay or cause to be paid prior any Taxes attributable to the Closing Date all Flow-Through Tax Returns (determined without regard to extensions) and such Taxes, “Flow-Through Taxes”). Each Acquired Company shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and timely file, or shall cause to be timely prepared and timely filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Postother than Flow-Closing Through Tax PeriodsReturns, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensionsif any, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed by such Acquired Company and its Subsidiaries (taking into account any extension properly obtained) on or before the applicable Closing Date (“Acquired Company Prepared Returns”), and shall pay, or cause to be paid, all Taxes due on or before the applicable Closing Date. All Acquired Company Prepared Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of such Acquired Company or Subsidiary with respect to such items, except as otherwise required by applicable Law. At least twenty (20) days prior to filing an Acquired Company Prepared Return that is an income or other material Tax Return, the Purchased Assets applicable Acquired Company shall make available to Buyer a draft of such Tax Return for any Buyer’s review and comment. The Acquired Companies will consider in good faith all reasonable comments received from Buyer at least five (5) days before the due date for the applicable Tax Return. Buyer 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 PeriodPeriod or Straddle Period that are required to be filed after the applicable Closing Date (the “Buyer Prepared Returns”). All such Buyer Prepared Returns that are not for a Straddle Period shall be prepared in a manner consistent with such Acquired Company’s past practice, except as otherwise required by applicable Law. In the event that any Buyer Prepared Return that is an Income Tax Return shows any material Unpaid Pre-Closing Taxes that are subject to indemnification by the Indemnifying Parties pursuant to this Agreement, Buyer will submit such Buyer Prepared Return to the Sellers for review and comment at least twenty (20) and all Non-Income Taxes due days (or, if such Buyer 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 Buyer Prepared Return (taking into account any validly obtained extensions of time to file); provided, that any failure or delay in providing any Buyer Prepared Return to the Sellers shall not relieve the Indemnifying Parties of any indemnification obligations with respect to the Straddle Period and shall timely pay all such Non-Income TaxesTax Return. Buyer shall provide Seller with a draft of Tax Returns related to will consider in good faith all reasonable comments received from the Straddle Period 30 Sellers at least five (5) days prior to before the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any applicable Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing DateReturn.

Preparation of Tax Returns. (a) Seller shall timely prepare and file, file (or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, ) all Non-Income Tax Returns that relating to the Company or any of its Subsidiaries which are required to be filed after the Closing Date and which are filed on a consolidated, unitary or combined basis with the Seller. With respect to any Tax Return to be prepared and filed by the Seller pursuant to the preceding sentence, Purchaser shall cause the Company to prepare and provide to Seller a package of Tax information materials (the “Tax Package”), which shall be completed in accordance with past practice, and shall include drafts of the Tax Returns (computed on a stand-alone basis with respect to the Purchased Assets for Company and its Subsidiaries), schedules and significant work papers (other work papers shall be made available to the Seller upon request). With respect to any Pre-Closing consolidated federal income Tax Period and all Non-Income Taxes required Return or any Kentucky consolidated state income Tax Returns, Purchaser shall cause the Tax Package to be paid delivered to Seller no later than 45 days in advance of the due date (giving effect to any extension thereof) for the Tax Return to which such Tax Package relates. With respect to any Tax Return to be prepared and filed by the Seller referred to in the first sentence of this Section 6.5 other than a consolidated federal or Kentucky consolidated income Tax Return, Purchaser shall cause the Tax Package to be delivered to Seller as promptly as reasonably possible prior to the filing of such Tax Returns to enable Seller to review and timely file the Tax Return to which such Tax Package relates. Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns relating to the Company or any of its Subsidiaries to be filed after the Closing Date (determined without regard other than Tax Returns referred to extensions) in the first sentence of this Section 6.5. With respect to any Tax Return to be filed by one party for which the other party may have an indemnification obligation, the Indemnified Party shall provide the Indemnifying Party adequate opportunity to review and comment on such Tax Return and shall timely pay all incorporate comments of the Indemnifying Party on such Non-Income TaxesTax Returns to the extent such comments could affect the Indemnifying Party’s indemnity obligations under this Agreement. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with With respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets Tax Returns for any taxable period which relate to periods both begins before and ends after the Closing Date, to the extent permissible, but not required, pursuant to applicable Tax Law, the parties shall cause the Company and its Subsidiaries to, (i) take all steps as may be prorated and adjusted between Seller and Buyerreasonably necessary, including the filing of elections or returns with Buyer reimbursing Seller (applicable Governmental Authority, to cause such period to end on the Closing Date or within ten (10ii) business days if the foregoing clause (i) of this Section 6.5(b) is inapplicable, report the operations of the receipt of an invoice from Seller) Company and its Subsidiaries only for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion in a combined, consolidated or unitary Tax Return filed by Seller or an Affiliate of the period commencing on the day following the Closing DateSeller, notwithstanding that such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended does not end on the Closing Date.

Preparation of Tax Returns. The Vendor shall be responsible for preparing and filing, within the times and in the manner prescribed by law (a) Seller shall timely prepare and filesubject, or shall cause however, to be timely prepared and filed, with the appropriate Taxing authoritiesfiling under any extension), all Non-Income Tax Returns of the Company for any Tax period ending prior to the Closing Date (which, for greater certainty, shall include the tax returns due as a result of the acquisition of control of the Company as a result of this transaction) that are required to be filed after the Closing Date (“Pre-Closing Tax Returns”). The Purchaser agrees to reasonably co-operate with the Vendor’s preparation and filing of such Pre-Closing Tax Returns, if so requested by Vendor. The Vendor shall pay all Taxes owed under the Pre-Closing Tax Returns. The Purchaser shall be responsible for preparing, filing all Tax Returns and paying all Taxes of the Company for any Tax period ending on or after the Closing Date (“Post-Closing Tax Returns”). The Vendor agrees to reasonably co-operate (at the Purchaser’s expense) with the Purchaser’s preparation and filing of such Post-Closing Tax Returns, if so requested by the Purchaser. The Purchaser shall pay all Taxes owed under the Post-Closing Tax Returns. For the purposes of section 8.05 and this Section 10.01, “Tax” and "Taxes" shall mean any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any governmental entity and "Tax Returns" shall mean any and all returns, reports, declarations and elections, filed or required to be filed in respect to of Taxes. The Purchaser shall not (or shall not cause or permit the Purchased Assets for Company to) amend, refile or otherwise modify any Pre-Closing Tax Period and all Non-Income Taxes required to be paid Returns or any Tax Returns of the Company that were filed prior to the Closing Date without the prior written consent of the Vendor, which consent may be withheld in Vendor’s sole discretion. The Parties agree that Vendor shall not (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (bnot cause the Company) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Periodelect under subsection 256(9) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to Tax Act so that control of the Purchased Assets which relate to periods both before and after the Closing Date, Company shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate considered to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended have been acquired on the Closing Date.

Preparation of Tax Returns. (ai) Seller Unless prohibited by applicable law, Purchaser and Sellers shall timely prepare close all Tax periods of the Foreign Subsidiaries on the Closing Date, and file, shall cooperate to complete any necessary elections or filings to close all Tax periods on the Closing Date. Purchaser shall cause to be timely prepared and filed, with the appropriate Taxing authorities, filed all Non-Income income or franchise Tax Returns that are required to be filed with respect to the Purchased Assets Foreign Subsidiaries for taxable periods ending prior to or on the Closing Date and including amended returns, applications for loss carryback refunds and applications for estimated tax refunds (all such income and franchise Tax Returns, amended returns and refund applications are referred to as the "Prior Period Returns"). Sellers shall make available to Purchaser (and to Purchaser's accountants and attorneys) any Pre-Closing Tax Period and all Non-Income books and records and other documents and information in its possession or control relating to the Foreign Subsidiaries requested by Purchaser to prepare the Prior Period Returns. If any Prior Period Returns reflect an obligation to pay Taxes required that were not accrued on the books of account of the Foreign Subsidiaries through the Closing Date, then the Purchasers shall provide to be paid the Sellers such Prior Period Returns within 15 days prior to the Closing Date (determined without regard due date for such returns, including extensions, and the Sellers shall pay to extensions) and shall timely pay all the Purchaser, not later than 5 days prior to the due date for such Non-Income Taxesreturns, an amount equal to the excess of such Taxes over such accruals. (bii) Buyer shall timely prepare and file, or A "Straddle Period" is any Tax period that includes (but does not end on) the Closing Date. Purchasers shall cause to be timely prepared and filed, with the appropriate Taxing authorities, filed all Non-Income income or franchise Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets Foreign Subsidiaries for any Pre-Straddle Period (each a "Straddle Period Return"). Income or franchise Taxes attributable to any Straddle Period shall be determined as if the Tax period ended on the Closing Date based on a closing of the books on such date. The Sellers shall be responsible for income or franchise Taxes for that portion of any Straddle Period ending on the Closing Date. If the portion of the Tax Periodshown on any such Tax Return that is the responsibility of the Sellers ("Sellers' Portion") and all Non-Income exceeds the accruals for such Taxes due on the applicable Foreign Subsidiary's books of account, then the Purchasers shall provide a copy of such Tax Return, together with respect a computation of the Sellers' Portion, within 15 days prior to the Straddle Period and due date for such returns, including extensions. Sellers shall timely pay all the excess of the Sellers' Portion over such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related accruals to the Straddle Period 30 Purchaser no later than 5 days prior to the due date of such any Straddle Period Tax Returns, including extensionsReturn. (ciii) Any regular periodic Purchaser shall file any and all other Tax charges paid by Seller Returns for any Acquired Subsidiary that are not Prior Period Returns or Buyer with respect Straddle Period Tax Returns and which are to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and be filed after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Date.

Preparation of Tax Returns. (a) Seller Equityholders shall prepare or cause to be prepared all Tax Returns of Seller for any Preclosing Tax Period of Seller (including amended Tax Returns) (Preclosing Period Returns). Seller Equityholders shall timely prepare and file, or shall cause to be timely prepared and filed, with all the appropriate Taxing authorities, all Non-Income Tax Preclosing Period Returns that are required due on or before the Closing Date (giving effect to any extensions thereto). Seller Equityholders, jointly and severally, shall timely pay, or cause to be filed paid, all Taxes imposed upon Seller with respect to the Purchased Assets for any Pre-Closing Tax Preclosing Period and all Non-Income Taxes required to be paid prior to the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income TaxesReturns. (b) Buyer Seller Equityholders shall timely prepare and file, or shall cause to be timely prepared and filed, provide Buyer with the appropriate Taxing authorities, all Non-Income Tax Preclosing Period Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to that are due after the Closing Date (determined without regard giving effect to any extensions, but not including any Non-Income Taxes that relate to Non-Income ). Promptly upon the finalization of the Tax Returns that are required and in any case not later than 30 days before the last date for timely filing of the Tax Returns (giving effect to be filed with respect any valid extensions), Seller Equityholders shall deliver to Buyer (1) an original of the Tax Return and (2) a check payable to the Purchased Assets for appropriate taxing authority in the amount of any Pre-Taxes payable by Seller shown as due (less any reserve on the Closing Tax Period) and all Non-Income Taxes due with respect Balance Sheet relating to the Straddle Period and shall timely pay all such Non-Income any Taxes). Buyer shall provide have the right to review and comment on such returns. Buyer shall cause the Preclosing Period Returns to be executed by the appropriate officer of Seller and shall file the returns, together with the appropriate payment, if any, on a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensionstimely basis. (c) Any regular periodic All Tax charges paid by Returns that Seller Equityholders are required to prepare or Buyer cause to be prepared in accordance with respect to any this Section 11.2 shall be prepared in a manner consistent with past practice, and on the Tax Returns no positions shall be taken, elections made, or method adopted that is inconsistent with positions taken, elections made, or methods used in preparing and filing similar Tax Returns in prior periods (including, but not limited to, positions that would have the effect of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate deferring income to periods both before for which Buyer is liable or accelerating deductions to period for which Seller Equityholders are liable). (d) Buyer shall prepare or cause to be prepared all Tax Returns of Seller for any and all Reporting Periods ending on and after the Closing Date. Buyer shall timely file, or cause to be timely filed, all of those Tax Returns and Buyer shall timely pay, or cause to be paid, all Taxes imposed upon with respect to those Tax Returns. (e) Buyer shall prepare, or cause to be prepared, all Tax Returns of Seller for any and all Straddle Periods. All Tax Returns for a Straddle Period shall be prorated submitted to Seller Equityholders at least 30 days before the last date for timely filing of the Tax Return (giving effect to any valid extensions), accompanied by a statement calculating in reasonable detail and adjusted between in accordance with Section 11.2(f) any payments required of Seller Equityholders with respect to the amounts payable by Seller shown as due on the Tax Returns after giving effect to any Tax payments made before the Closing Date. The amount of any Tax payment required of Seller Equityholders under this Section 11.2(e) shall be paid by Seller Equityholders on or before the last date for timely filing the Tax Return (including any valid extensions). (f) Regarding any Straddle Period, Seller Equityholders jointly and Buyer, with Buyer reimbursing severally shall be responsible only for the Taxes imposed upon Seller (as are allocable to the portion of the Straddle Period ending on the Closing Date (less any reserve on the Closing Balance Sheet relating to those Taxes). Buyer shall be responsible for, and shall timely pay, or within ten (10) business days cause to be paid, all other Taxes with respect to all Straddle Periods. The Tax liabilities for each Straddle Period for Seller shall, except as otherwise required by applicable law, be determined by closing the books and records of Seller as of the receipt Closing Date by treating each Straddle Period as if it were a separate Reporting Period, and by employing accounting methods that are consistent with those employed in preparing the Tax Returns for Seller in Preclosing Period Returns and that do not have the effect of an invoice from Sellerdistorting income, receipts, or expenses (taking into account the transactions contemplated by this Agreement), except that (a) for that portion of such Tax charges paid by Seller that relate transactions occurring on the Closing Date and after the Closing shall be allocated to the taxable year or period commencing on that is deemed to begin at the beginning of the day following the Closing Date Date, (b) exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and with Seller reimbursing Buyer (within ten (10amortization deductions) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of shall be allocated between the period ending on the Closing Date and to the portion of the period commencing on the day following after the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is Date in proportion to the number of days in each period, and (c) in the taxable case of any Tax imposed upon the ownership or holding of real or personal property, the Taxes shall be prorated based on the percentage of the actual period ending to which the Taxes relate that precedes the Closing Date, provided that if the transactions contemplated by this Agreement result in the reassessment of the value of any property owned by Seller for property Tax purposes, or the imposition of any property Taxes at a rate that is different than the rate that would have been imposed if the transactions had not occurred, then (1) the portion of the property Taxes for the portion of the Straddle Period that ends on and includes the Closing Date shall be determined on a daily basis, using the assessed value and Tax rate that would have been applied had the transactions not occurred, and (2) the portion of the property Taxes for the portion of the Straddle Period beginning after the Closing Date shall be the total property Taxes for the Straddle Period minus the amount described in clause (1) of this sentence. (g) All Tax Returns that Buyer is required to prepare or cause to be prepared in accordance with Section 11.2(e) shall be prepared in a manner consistent with past practice and, on the Tax Returns, no positions shall be taken, elections made, or method adopted that is inconsistent with positions taken, elections made, or methods used in preparing and filing similar Tax Returns in prior periods (including, but not limited to, positions that would have the effect of accelerating income to periods for which Seller Equityholders are liable or deferring deductions to period for which Buyer is liable). (h) To the extent not taken into account in determining working capital on the Closing Date Date, Seller Equityholders shall be entitled to any credits, rebates, or refunds of Taxes of Seller payable with respect to any Preclosing Tax Period of Seller and, with respect to any Straddle Period, the number portion of days commencing with the day following Straddle Period ending on and including the Closing Date. Buyer shall cause the amount of the credits, rebates, or refunds of Taxes to which Seller Equityholders are entitled under this Section 11.2(h), but which were received by or credited to Seller after the Closing Date, to be paid to Seller Equityholders (pro rata) within 10 Business Days following the receipt or crediting. Buyer shall send written notice to Seller Equityholders of any credit, rebate, or refund as soon as possible after Buyer becomes aware of them. (i) Buyer and Seller Equityholders shall cooperate with one another with respect to Tax matters as more fully set forth in this Section 11. Buyer and Seller Equityholders 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 11 and any audit, litigation, or other proceeding with respect to Taxes. The cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to the Tax Return, audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Seller Equityholders agree (i) to retain all books and records with respect to Tax matters pertinent to the Seller relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller Equityholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other party reasonable written notice before transferring, destroying, or discarding any of the books and records and, if the other party so requests, Buyer or Seller Equityholders, as the case may be, shall allow the other party to take possession of the books and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal records to the amount that extent they would otherwise be payable if the relevant tax period ended on the Closing Datedestroyed or discarded.

Preparation of Tax Returns. (ai) Seller The Equityholders’ Representative will prepare or cause to be prepared all Tax Returns for the Group Companies for all Pre-Closing Tax Periods which are filed after the Closing Date. No later than twenty (20) days prior to filing, the Equityholders’ Representative will deliver or cause to be delivered to Parent all such Tax Returns and any related work papers and will permit Parent to review and comment on each such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by Parent unless otherwise required by applicable Law. Parent shall timely prepare and file, file or shall cause to be timely prepared filed each such Tax Return and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with paid the amount of any Taxes shown due thereon to the appropriate Taxing authoritiesAuthorities; provided, all Non-Income however, that the Equityholders’ Representative shall reimburse Parent or the applicable Group Company for the amount of such Taxes, to the extent such Taxes were not included as a liability in the calculation of Closing Working Capital, no later than thirty (30) days after the filing of the applicable Tax Return. (ii) To the extent that any Tax Returns with respect of the Group Companies relate to the Purchased Assets for any Post-Closing Tax Straddle Periods, all Non-Income Taxes required Parent will prepare or cause to be paid subsequent to prepared in a manner consistent with the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income prior Tax Returns that are of the Company and its Subsidiaries unless otherwise required by applicable Law and file or cause to be filed with respect any such Tax Returns. Parent will permit the Equityholders’ Representative to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) days prior to filing such Tax Returns and will make such revisions to such Tax Returns as are reasonably requested by the Equityholders’ Representative unless otherwise required by applicable Law. Parent will timely pay or cause to be timely paid the amount of any Taxes shown as due on such Tax Returns to the Purchased Assets appropriate Taxing Authorities; provided, however, that the Equityholders’ Representative shall reimburse Parent or the applicable Group Company for any Pre-Closing Tax Period) and all Non-Income the portion of such Taxes due with respect which relates to the portion of the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date, to the extent such Taxes were not included as a liability in the calculation of Closing Working Capital,, no later than thirty (30) days after the filing of the applicable Tax Return. For purposes of determining this clause (ii) and other relevant provisions of this Agreement (including Article IX), in the amount case of any regular Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax charges that is attributable which relates to the portion of the period such Straddle Period ending on the Closing Date and will (A) in the case of any Taxes other than Taxes based upon or related to the portion of the period commencing on the day following the Closing Dateincome or receipts, such amount shall be determined by multiplying deemed to be the amount of such regular periodic charges Tax for the entire Taxable period Straddle Period multiplied by a fraction (1) the numerator of which is the number of days in the taxable period portion of such Straddle Period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and (2) the denominator of which is the number of days in the taxable period. In entire Straddle Period, and (B) in the case of any Tax based upon or related to income or receipts, such amount shall receipts be deemed equal to the amount that which would be payable if the relevant tax taxable period ended on the Closing Date. Any credits relating to a Straddle Period will be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with GAAP and the prior practice of the Group Companies unless otherwise required by applicable Law. (iii) Subject to Section 6.9(e), Parent shall not amend (or cause to be amended) any Tax Return of any Group Company for any Pre-Closing Tax Period or, to the extent it would affect any Pre-Closing Taxes, any Straddle Period, or make (or cause to be made) any Tax election that has retroactive effect to any Pre-Closing Tax Period or, to the extent it would affect any Pre-Closing Taxes, any Straddle Period, in each case without the prior written consent of the Equityholders’ Representative, which consent shall not be unreasonably withheld.

Preparation of Tax Returns. (ai) Seller The Sellers’ Representative shall timely prepare and fileprepare, or shall cause to be timely prepared and filed, with the appropriate Taxing authoritiesprepared, all Non-Income income Tax Returns that are required to be filed of TopCo with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to that are filed after the Closing Date (determined without regard to extensionsthe “Seller Prepared Tax Returns”). All such Seller Prepared Tax Returns shall be prepared at the cost and expense of the Sellers’ Representative (for the benefit of the TopCo Sellers) and in a manner consistent with past practice and this Agreement, except as otherwise required by Applicable Laws. The Sellers’ Representative shall timely pay all deliver a draft of such Non-Income TaxesSeller Prepared Tax Returns (together with any related workpapers, formulary apportionment calculations and supporting materials) to Buyer for its review and comment not less than thirty (30) days prior to the date on which such Seller Prepared Tax Returns are due to be filed (taking into account any applicable extensions). Within fifteen (15) days following Buyer’s receipt of any Seller Prepared Tax Return, Buyer shall notify the Sellers’ Representative in writing with any comments to such Seller Prepared Tax Return. The Sellers’ Representative shall consider any such reasonable comments of Buyer with respect to such Seller Prepared Tax Returns in good faith and Buyer shall file or cause to be filed such Seller Prepared Tax Return. (bii) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to of TopCo for the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) Periods and all Non-Income Taxes Straddle Periods due after the Closing Date that are not Seller Prepared Tax Returns (the “Buyer Prepared Tax Returns”). The cost and expense of such preparation and filing with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Prepared Tax Returns related to for Pre-Closing Tax Periods shall be borne by the Straddle Period 30 days prior to Sellers’ Representative (for the due date benefit of the TopCo Sellers) and the cost and expense of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer preparation and filing with respect to any Buyer Prepared Tax Returns for Straddle Periods shall be equitably apportioned between Buyer, on the one hand, and the Sellers’ Representative (for the benefit of the Purchased AssetsTopCo Sellers), including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing other hand, based on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business number of days of the receipt of an invoice from Buyer) for that portion of in such Tax charges paid by Buyer that relate Straddle Period occurring prior to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending or on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following such Straddle Period occurring after the Closing Date, as the case may be, . Schedule 8.1(b) sets forth a complete and the denominator correct list of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Date.the

Preparation of Tax Returns. (a) Seller The Sellers shall timely prepare and file (or cause the Learning Entities to prepare and file), or shall cause to be timely on a basis consistent with those prepared and filed, with the appropriate Taxing authoritiesfor prior taxable periods unless a different treatment of any item is required by applicable Law, all Non-Income Tax Returns to the extent relating to the Learning Entities and the Purchased Assets for taxable periods ending on or before the Closing Date, it being understood that all Taxes due and payable in respect of such Tax Return shall be the responsibility of the Sellers. The Sellers shall provide to the Purchaser copies of such Tax Returns that relate solely to the Learning Entities or the Purchased Assets at least 30 days prior to the due date (including any valid extension thereof) for filing such Tax Returns, and the Purchaser shall have the right to review and comment on such Tax Returns. (b) The Purchaser shall prepare and file (or cause the Learning Entities to prepare and file) all Tax Returns that relate to any Learning Entity or the Purchased Assets for taxable periods ending after the Closing Date, it being understood that all Taxes due and payable in respect of such Tax Returns shall be the responsibility of the Purchaser, except for such Taxes which are the responsibility of TCDI pursuant to Section 7.01 which TCDI shall pay in accordance with this Article VII. With respect to Straddle Periods, 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 applicable Law. With respect to any Tax Return required to be filed with respect to any Learning Entity or the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to after the Closing Date (determined without regard and as to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with which the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to (or a portion thereof) are Excluded Taxes, the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer Purchaser shall provide Seller TCDI and its authorized representative with a draft 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 Returns related shown on such Tax Return that is included in Excluded Taxes pursuant to the Straddle Period Section 7.01 at least 30 days prior to the due date (including any extension thereof) for filing of such Tax ReturnsReturn, including extensions. (c) Any regular periodic and TCDI and its authorized representative shall have the right to review and comment on such Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property Return and similar Taxes relating statement prior to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion filing of such Tax charges paid by Seller that relate Return. The Sellers, TCDI and the Purchaser agree to the period commencing on the day following the Closing Date consult and with Seller reimbursing Buyer (within ten (10) business days to attempt in good faith to resolve any issues arising as a result of the receipt of an invoice from Buyer) for that portion review of such Tax charges paid Return and statement by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date TCDI or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Dateits authorized representative.

Preparation of Tax Returns. (a) Seller Buyer shall timely prepare and file, timely file or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, timely filed (i) all Non-Income Tax Returns that are required to be filed with respect to by the Purchased Assets Xxxxxxx’x Companies for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any “Pre-Closing Tax PeriodReturns”), and (ii) and all Non-Income Taxes due with respect to Tax Returns of the Xxxxxxx’x Companies for any Straddle Periods (“Straddle Period Tax Returns”). All such Pre-Closing Tax Returns and Straddle Period Tax Returns shall timely pay all such Non-Income Taxesbe prepared and filed in a manner consistent with past practice, unless otherwise required by Law. Buyer shall provide Seller to Sellers’ Representative drafts of all such Pre-Closing Tax Returns and Straddle Period Tax Returns required to be prepared and filed by any Xxxxxxx’x Company together with a draft statement setting forth the amount of Taxes shown on such Pre-Closing Tax Returns related to the and Straddle Period Tax Returns allocable to Sellers (including appropriate supporting information and schedules), at least 30 days prior to the due date for the filing of such Tax Returns, Returns (including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and ). Within 15 days after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion the draft of such Pre-Closing Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date Returns and with Seller reimbursing Straddle Period Tax Returns, Sellers’ Representative shall notify Buyer (within ten (10) business days of the receipt existence of an invoice from Buyer) for that portion any objection (specifying in reasonable detail the nature and basis of such objection) the Sellers may have to any items set forth on such draft Pre-Closing Tax charges paid by Returns and Straddle Period Tax Returns (a “Dispute Notice”). Buyer that relate and Sellers’ Representative agree to consult and resolve in good faith any such objection. However, if Buyer and Sellers’ Representative cannot resolve any such objection, the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount objection shall be determined by multiplying referred to an Independent Arbitrator for prompt resolution. Buyer and Sellers’ Representative shall share equally all costs of hiring the amount Independent Arbitrator. Buyer shall not file any Pre-Closing Tax Returns or Straddle Period Returns subject to this Section 8.03(c) without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such regular periodic charges for consent shall be required if the entire Taxable period by Sellers’ Representative shall not have timely delivered a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date Dispute Notice or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days objections contained in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount Dispute Notice shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Datehave been finally resolved.

Preparation of Tax Returns. (ai) Seller The Sellers’ Representative shall timely prepare and fileprepare, or shall cause to be timely prepared and filed, with the appropriate Taxing authoritiesprepared, all Non-Income income Tax Returns that are required to be filed of the Company (including, for the avoidance of doubt, any IRS Forms 1065 or Schedules K-1) with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to that are filed after the Closing Date (determined without regard to extensionsthe “Seller Prepared Tax Returns”). All such Seller Prepared Tax Returns shall be prepared at the cost and expense of the Sellers’ Representative (for the benefit of the Company Sellers and the TopCo Sellers) and in a manner consistent with past practice and this Agreement, except as otherwise required by Applicable Laws. The Sellers’ Representative shall timely pay all deliver a draft of such Non-Income TaxesSeller Prepared Tax Returns (together with any related workpapers, formulary apportionment calculations and supporting materials) to Buyer for its review and comment not less than thirty (30) days prior to the date on which such Seller Prepared Tax Returns are due to be filed (taking into account any applicable extensions). Within fifteen (15) days following Buyer’s receipt of any Seller Prepared Tax Return, Buyer shall notify the Sellers’ Representative in writing with any comments to such Seller Prepared Tax Return. The Sellers’ Representative shall consider any such reasonable comments of Buyer with respect to such Seller Prepared Tax Returns in good faith and Buyer shall file or cause to be filed such Seller Prepared Tax Return. (bii) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns of the Company for the Pre-Closing Tax Periods and Straddle Periods due after the Closing Date that are not Seller Prepared Tax Returns (the “Buyer Prepared Tax Returns”). The cost and expense of such preparation and filing with respect to the Purchased Assets Buyer Prepared Tax Returns for any PostPre-Closing Tax PeriodsPeriods shall be borne by the Sellers’ Representative (for the benefit of the Company Sellers and the TopCo Sellers) and the cost and expense of such preparation and filing with respect to Buyer Prepared Tax Returns for Straddle Periods shall be equitably apportioned between Buyer, all Non-Income Taxes required on the one hand, and the Sellers’ Representative (for the benefit of the Company Sellers and the TopCo Sellers), on the other hand, based on the number of days in such Straddle Period occurring prior to be paid subsequent to or on the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income and the number of days in such Straddle Period occurring after the Closing Date. Schedule 6.6(b)(ii) sets forth a complete and correct list of the Buyer Prepared Tax Returns. All Buyer Prepared Tax Returns that shall be prepared in a manner consistent with past practice and this Agreement, unless otherwise required by Applicable Laws. Buyer shall deliver a draft of any income or other material Buyer Prepared Tax Returns to the Sellers’ Representative for its review and comment as soon as reasonably practicable (which, in the case of income Tax Returns, shall be not less than thirty (30) days) prior to the date on which such Buyer Prepared Tax Returns are required due to be filed (taking into account any applicable extensions). As soon as reasonably practicable (which, in the case of income Tax Returns, shall be within fifteen (15) days) following the Sellers’ Representative’s receipt of any such Buyer Prepared Tax Return, the Sellers’ Representative shall notify Buyer in writing with respect any comments to such Buyer Prepared Tax Return. To the Purchased Assets for extent such comments relate to any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period, Buyer shall consider such reasonable comments of the Sellers’ Representative with respect to such Buyer Prepared Tax Returns in good faith. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, Buyer shall not be required to provide any U.S. federal consolidated income Tax Return (or any combined, consolidated, unified or similar income Tax Return) required to be filed by Buyer or any of its Affiliates as the “common parent” of an “affiliated group” (within the meaning of Section 1504 of the Code or any similar or analogous provision of applicable income Tax law), or any portion thereof, in any form or manner whatsoever to any other Person pursuant to this Agreement, and all Non-Income Taxes due in no event shall the Sellers’ Representative have any right to review or comment on any such Tax Return or any position taken therein. (iii) The Parties will cause a valid election under Section 754 of the Code to be made and maintained with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) Company for its taxable year that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on includes the Closing Date. For purposes The Tax Items of determining the amount of any regular periodic Company shall be allocated for Tax charges that is attributable Return reporting purposes, to the portion maximum extent permitted by Applicable Laws, between the pre-Closing and post-Closing portions of Straddle Periods by using the “closing of the period ending on the Closing Date and to the portion books method” as of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount end of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Date.

Preparation of Tax Returns. (ai) Seller shall timely or its designee will prepare and filetimely file (including extensions), or shall cause to be timely prepared and filedtimely filed (including extensions), in proper form with the appropriate Taxing authorities, Authority all Non-Income necessary Tax Returns of or which include or relate to the Company and the Subsidiaries for (A) Pre-Closing Tax Periods that are required to be filed (including extensions) on or prior to the Closing Date and (B) for all other Pre-Closing Tax Periods to the extent that such Tax Returns are filed reflecting the effect of a 338(h)(10) Election. Seller will pay or will cause to be paid any and all Taxes due with respect to such Tax Returns. (ii) Seller or its designee will prepare and timely file (including extensions), or cause to be prepared and timely filed (including extensions), in proper form with the Purchased Assets for appropriate Taxing Authority all consolidated, combined or unitary Tax Returns of Seller that include or relate to the Company and the Subsidiaries and any income Tax Return of the Company and the Subsidiaries that reflect any Pre-Closing Straddle Period or any Pre-Closing Tax Period and all Non-Income Taxes (including any short period) that are not required to be paid filed on or prior to the Closing Date (determined without regard “Seller Tax Returns”). Seller will pay or will cause to extensions) be paid any and shall all Taxes due with respect to such Seller Tax Returns. Purchaser will provide or cause to be provided to Seller in a timely pay manner all such Non-Income Taxesreasonably necessary data and other information to prepare all Seller Tax Returns. (biii) Buyer shall timely Seller will have the exclusive authority and obligation to prepare and file, or shall cause to be prepared all Tax Returns subject to Section 7.03(c)(i) and Section 7.03(c)(ii). Such authority will include, but not be limited to, the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company and the Subsidiaries will be reported or disclosed in such Tax Returns; provided, however, that all such Tax Returns which affect or may affect the Tax liability of the Company or any Subsidiaries with respect to a Post-Closing Tax Period or Post-Closing Straddle Period shall be as filed correct and complete and all such determinations shall be made in a manner consistent with the Company’s past practices or as may be required by a Final Tax Determination of any Pending Federal Tax Matter. (iv) Purchaser or its designee will prepare and timely file (including extensions), or cause to be prepared and filedtimely filed (including extensions), in proper form with the appropriate Taxing authorities, Authority all Non-Income Tax Returns with respect of the Company and the Subsidiaries for which Seller is not responsible pursuant to the Purchased Assets for Section 7.03(c)(i) and Section 7.03(c)(ii). Purchaser will deliver to Seller any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes Returns that relate to Nonany Pre-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Closing Straddle Period or Pre-Closing Tax Period, as the case may be, (and any relevant workpapers or other documents reasonably requested by Seller) for Seller’s review and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 comment at least 45 days prior to the due date of such Tax Returns, including extensions. Returns (c) Any regular periodic Tax charges paid by Seller or Buyer with respect such shorter period as is necessary to any of allow for the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion timely filing of such Tax charges paid by Returns), and Seller will provide Purchaser with Seller’s comments no later than 10 days before the respective due dates of such Tax Returns (or such shorter period as is necessary to allow for the timely filing of such Tax Returns). Purchaser will (A) reasonably consider any revisions that relate to the period commencing on the day following the any Pre-Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of Straddle Period or Pre-Closing Tax Period to such Tax charges paid Returns as are requested by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount Seller, and (B) make any revisions requested by Seller which are required by a Final Tax Determination of any regular periodic Pending Federal Tax charges that is attributable Matter. Purchaser will pay or cause to the portion of the period ending on the be paid any and all Taxes allocable to any Post-Closing Date and to the portion of the period commencing on the day following the Straddle Period or Post-Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing DateTax Period, as the case may be, pursuant to Section 7.03(b) and Seller will pay to Purchaser, at least 3 days prior to the denominator of date on which payment is due to the number of days applicable Taxing Authority, Taxes allocable to any Pre-Closing Straddle Period or Pre-Closing Tax Period, provided, however, that Seller shall not have to pay to Purchaser any such Taxes to the extent accrued reserves for such Taxes were included in the taxable periodMost Recent Balance Sheet. (v) Neither Purchaser nor any of its Affiliates will amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company or the Subsidiaries with respect to a Pre-Closing Tax Period or Pre-Closing Straddle Period without the prior written consent of Seller. In Seller may not amend, refile, revoke or otherwise modify or cause or permit to be amended, refiled, revoked or otherwise modified any Tax Return or Tax election of the case Company or any Subsidiaries that affects or may affect the Tax liability of the Company or any Subsidiaries with respect to a Post-Closing Tax Period or Post-Closing Straddle Period without the prior written consent of Purchaser, except to the extent that such amendment, refiling, revocation or other modification is required by a Final Tax Determination of any Pending Federal Tax based upon or related Matter. (vi) With respect to income or receiptsany Tax Returns for any Straddle Period, such amount shall be equal to the amount extent permissible, but not required, pursuant to applicable Tax Law, Seller may and Purchaser or its Affiliates will, at Seller’s direction, cause the Company to (A) take all steps as are or may be reasonably necessary, including the filing of elections or returns with applicable Taxing Authorities, to cause such period to end on the Closing Date or (B) if clause (A) is inapplicable, report the operations of the Company only for that would be payable if portion of such period ending on the relevant tax Closing Date in a combined, consolidated, or unitary Tax Return filed by Seller or an Affiliate of Seller, notwithstanding that such taxable period ended does not end on the Closing Date.

Preparation of Tax Returns. (a) Seller shall timely shall, at its own expense, prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, file all Non-Income Tax Returns that are required to be filed with respect to of or including the Purchased Assets Company for any Pre-Closing Tax Taxable Period and all Non-Income Taxes or Straddle Period required to be paid prior to filed after the Closing Date which Tax Returns also include Seller or any other Subsidiary thereof (determined without regard to extensionssuch Tax Returns, “Seller Group Returns”) and shall timely pay all any Taxes due in respect of such Non-Income TaxesSeller Group Returns. Such Seller Group Returns shall be prepared consistent with past practice, except as otherwise required by Law. Solely as relates to the Company, a copy of each such Seller Group Return shall be delivered to Buyer at least 5 Business Days prior to the filing of such Seller Group Return for Buyer’s review and reasonable comment. (b) Buyer shall shall, at its own expense, prepare consistently with past practice and timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, file all Non-Income other Tax Returns with respect of or relating to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets Company for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Taxable Period or Straddle Period required to be filed after the Closing Date (such Tax Returns, “Separate Company Returns”) and shall timely pay all any Taxes due in respect of such Non-Income TaxesSeparate Company Returns, subject to Buyer’s indemnification rights under Section 9.2 hereof. Buyer A copy of each such Separate Company Return shall provide be delivered to Seller with a draft of Tax Returns related to the Straddle Period 30 at least 15 days prior to the due date of such Tax ReturnsSeparate Company Return for Seller’s review and approval (which approval shall not be unreasonably withheld, including extensionsconditioned or delayed), and all reasonable comments of Seller shall be reflected on such Separate Company Returns prior to filing. (c) Any regular periodic Neither Buyer nor any of its Affiliates shall (or shall cause or permit the Company or any of its Subsidiaries to) file, amend, refile or otherwise modify any Tax charges paid by Seller Return relating in whole or Buyer in part to the Company with respect to any of the Purchased Assets, including amounts payable Pre-Closing Taxable Period (or with respect to all real propertyany Straddle Period) without the prior written consent of Seller, personal property which consent shall not be unreasonably withheld. (d) If and similar Taxes relating to the Purchased Assets extent not fully accounted for in the determination of the Final Adjustment Amount, Seller shall be entitled to the amount of any refund or credit of Pre-Closing Taxes, which relate to periods both before and refund or credit is actually realized by Buyer or its Subsidiaries (including the Company) after the Closing DateClosing, net of any Tax cost to Buyer and its Subsidiaries as a result of the receipt of such refund or credit. Buyer shall pay, or cause to be prorated and adjusted between paid, to Seller and Buyerany amount to which Seller is entitled pursuant to the prior sentence within two Business Days of the receipt or recognition of the applicable refund or credit by Buyer or its Subsidiaries. To the extent requested by Seller, Buyer will reasonably cooperate with Buyer reimbursing Seller (in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Closing Date or within ten (10) business days of refund claims. To the receipt of an invoice from Seller) for that portion of extent such Tax charges paid by Seller that relate refund or credit is subsequently disallowed or required to be returned to the period commencing on the day following the Closing Date and with applicable Tax Authority, Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate agrees to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying repay the amount of such regular periodic charges for refund or credit, together with any interest, penalties or other additional amounts imposed by the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Dateapplicable Governmental Authority, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing DateBuyer.

Preparation of Tax Returns. (a) Except as provided in Section 7.04(b), the Seller shall timely prepare and file (or cause the Company and the Subsidiaries to prepare and file, ) all Tax Returns relating to the Company and each Subsidiary for taxable periods ending on or shall cause before the Closing Date. With respect to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income such Tax Returns that are final Income Tax Returns and that relate solely to the Company and the Subsidiaries, the Seller shall provide the Purchaser and its authorized representative with a copy of such completed Tax Return at least 30 days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Purchaser and its authorized representative shall have the right to review and comment on such Tax Return 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 file (or cause the Company and the Subsidiaries to prepare and file) all Tax Returns that relate to the Company for taxable periods ending after the Closing Date (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, subject to the Purchaser's right of indemnification from the Seller for Taxes which are the responsibility of the Seller pursuant to Section 7.01. Tax Returns for Straddle Periods shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by applicable Law. With respect to any Tax Return required to be filed with respect to the Purchased Assets for Company or any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to Subsidiary after the Closing Date (determined without regard and as to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect which Taxes are allocable to the Purchased Assets for any Post-Closing Seller under Section 7.01 hereof, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Periods, all Non-Income Taxes required to be paid subsequent 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 Closing Date (determined without regard Seller pursuant to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period Section 7.01 at least 30 days prior to the due date (including any extension thereof) for filing of such Tax ReturnsReturn, including extensions. (c) Any regular periodic and the Seller and its authorized representative shall have the right to review and comment on such Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property Return and similar Taxes relating statement prior to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion filing of such Tax charges paid by Return. The Seller that relate and the Purchaser agree to the period commencing on the day following the Closing Date consult and with Seller reimbursing Buyer (within ten (10) business days to attempt in good faith to resolve any issues arising as a result of the receipt of an invoice from Buyer) for that portion review of such Tax charges paid Return and statement by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date Seller or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Dateits authorized representative.

Preparation of Tax Returns. (a) Seller shall timely prepare and file, or Airborne shall cause ABX to be timely prepared and filedjoin, with the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Effective Taxable Period and all Non-Income Taxes for which ABX is required to be paid prior do so, and may cause ABX to join for any such period or return for which ABX is eligible but not required to do so, in all federal, state or local consolidated combined or unitary Tax Returns of the Closing Date (determined without regard to extensions) Airborne Consolidated Group. Airborne shall prepare and timely file all such federal, state or local consolidated combined or unitary Tax Returns and shall timely pay all Taxes with respect to such Non-Income TaxesTax Returns. (b) Buyer Airborne shall prepare (or cause to be prepared) and ABX shall timely prepare and file, file (or shall cause to be timely filed) any Tax Return relating to ABX for any Pre-Effective Taxable Period that is required to be filed after the Effective Date other than those required to be filed by Airborne pursuant to the preceding clause (a) above. ABX shall not be responsible to pay any Taxes with respect to such Tax Return. Instead, Airborne shall pay to ABX two (2) business days prior to the filing of such Tax Return the amount due on such Tax Return, and ABX shall timely pay such amount to the Governmental Authority imposing the Tax. (c) ABX shall prepare and file any Tax Return relating to ABX for any Straddle Period. ABX shall provide a copy of each such Tax Return and any supporting schedules to Airborne at least thirty (30) days before the date such Return is to be filed by ABX for Airborne' review and approval. ABX shall pay all Taxes with respect to such Tax Return, except that Airborne shall pay to ABX two (2) days prior to the filing of a Tax Return with respect to a Straddle Period the amount due on such Return that is the responsibility of Airborne pursuant to Section 2.1. (d) All returns and schedules prepared and filed, pursuant to this Section 2.2 shall be prepared on a basis consistent with those prepared for prior Tax years unless a different treatment of any item is required by an intervening change in law. ABX may make any necessary changes in the appropriate Taxing authorities, all Non-Income filing of Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required Effective Taxable Periods provided that no such change results in any tax detriment to be paid subsequent to Airborne or other members of the Closing Date Airborne Consolidated Group. (determined without regard to extensions, but e) ABX shall not including file any Non-Income Taxes that relate to Non-Income amended Tax Returns that are required to be filed with respect to the Purchased Assets ABX for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Effective Taxable Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensionsABX without Airborne's consent. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Date.

Preparation of Tax Returns. (a) Seller shall timely prepare and file, or shall cause to be timely prepared and filed, with For the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to taxable year -------------------------- ending on the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and fileor, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any state or local Tax for which the taxable year of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after Company does not end on the Closing Date, the taxable year that includes the Closing Date), the Company shall claim compensation deductions that include the Xxxxxx/St. Andre Payments and the Bonus Payments, except to the extent expressly not allowed by applicable law. To the extent that such deductions result in a net operating loss for such taxable year, such net operating loss shall be prorated and adjusted between Seller and Buyercarried back to prior taxable years of the Company to the extent allowable under applicable law. Such Tax Returns shall be prepared on a basis consistent with prior tax years unless a different treatment is required by an intervening change in law, with Buyer reimbursing Seller (on or in facts. The parties agree that if the Company is permitted, but not required, under applicable state or local income or franchise tax laws to treat the Closing Date or within ten (10) business days as the last day of a Tax period, they will treat the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period as ending on the Closing Date. For purposes of determining the amount of any regular periodic NTI-CA shall prepare all such Tax charges that is attributable Returns to be filed on a combined, consolidated or unitary basis with NTI-CA with respect to the portion of the period Company for periods ending on or before the Closing Date and to the portion only. Sellers shall prepare all other Tax Returns of the period commencing Company relating to any taxable years ending on the day following or prior to the Closing Date, such amount . Such Tax Returns prepared by Sellers shall be determined subject to the reasonable review of Purchaser, and after such Tax Returns have been finalized shall be filed by multiplying the amount of such regular periodic charges Company. Purchaser and the Company shall reasonably cooperate with the Sellers, and at Sellers' expense, in pursuing any claims for refund. Sellers shall pay or cause to be paid when due and payable all Taxes with respect to the entire Taxable period by a fraction the numerator of which is the number of days in the Company for any taxable period ending on or before the Closing Date to the extent such Taxes exceed the amount of Reserved Taxes. Purchaser shall prepare and timely file or cause the number of days commencing with the day following the Closing Date, as the case may be, Company to prepare and timely file all Tax Returns for which Sellers are not responsible. Purchaser and the denominator of which Company agree to notify Sellers in writing prior to filing any return that reports any material item in a manner that is the number of days materially inconsistent with prior years and to consider all comments made by Sellers with respect thereto in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Dategood faith.

Preparation of Tax Returns. (a) Seller Except as otherwise provided in Section 14.5 with respect to Transfer Taxes, Buyer shall timely prepare and file, (or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, prepared) all Non-Income Tax Returns of the Miltex Companies relating to any Straddle Period and Seller shall prepare (or cause to be prepared) all Tax Returns relating to Tax Periods ending on or before the Closing Date that are required to be filed with respect after the Closing Date. Buyer and Seller agree to prepare and file all Tax Returns of the Miltex Companies for any Tax Period that includes the Closing Date on the basis that such Tax Period ended as of the end of the day on the Closing Date unless the relevant Governmental Authority will not accept a Tax Return filed on that basis. Each party shall have the right to review and comment on any Tax Returns prepared by the other party pursuant to this Section 14.1(a) prior to filing, and each party shall make any changes to such Tax Returns as reasonably requested by the other party. Subject to the Purchased Assets provisions of Section 11.3 and this Article 14, Buyer shall timely file (or cause to be timely filed) with the appropriate Governmental Authority when due all Tax Returns of each of the Miltex Companies relating to any Pre-Closing Tax Period that are required to be filed after the Closing Date (including, without limitation, a federal income Tax Return for Miltex Holdings and the Miltex Subsidiaries that are entities formed in the United States (the "U.S. Subsidiaries") for the Tax Period ending on the Closing Date) and Buyer shall pay or cause to be paid all Taxes shown as due on such Tax Returns. All Tax Returns prepared pursuant to this Section 14.1 shall be prepared in a manner consistent with past practice (unless a contrary position is required under applicable Law) and, in the case of any Tax Return that includes the Closing Date, Buyer and Seller will cause the Miltex Companies to claim deductions for the Tax Savings Expenses and any other deductions that lawfully may be claimed and will consult with PricewaterhouseCoopers LLP (or other nationally recognized accounting firm that may be mutually agreed to by Buyer and the Seller Representative) regarding the proper allocation of such deductions among Miltex Holdings, its U.S. Subsidiaries and any other Miltex Companies. Buyer shall not elect, and shall not permit the Miltex Companies to elect, to waive the carryback of any net operating loss attributable to a Pre-Closing Tax Period (including, without limitation, the Tax Period that ends on the Closing Date) pursuant to Code Section 172(b)(3) or any similar provision of foreign, state, or local income Tax Law. (b) Buyer shall provide copies of all Tax Returns (or the portions thereof relating to the Miltex Companies) relating to any Pre-Closing Tax Period that are filed after the Closing Date to the Seller Representative and shall not, except as provided in Section 14.2(a), file any amended Tax Return for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to Miltex Companies without the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days prior written consent of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer Representative (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Datewhich consent shall not be unreasonably withheld, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date conditioned or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Datedelayed).

Preparation of Tax Returns. (ai) Seller The Company shall timely prepare and file, timely file (or shall cause to be timely prepared and timely filed, with the appropriate Taxing authorities), all Non-Income Tax Returns that are required to be filed by the Company on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. All such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as otherwise required by applicable Law. At least 15 days prior to filing any such Tax Return that is an income or other material Tax Return, the Purchased Assets Company shall submit a copy of each such Tax Return to Purchaser for Purchaser’s review and comment and shall consider in good faith any comments timely received from Purchaser. (ii) Purchaser shall prepare and timely file (or cause to be prepared and timely filed), all Tax Returns for Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, Periods or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Straddle Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns Periods that are required to be filed after the Closing Date and shall timely pay, or cause to be paid, all Taxes shown as due thereon. All such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as otherwise required by applicable Law. At least 30 days prior to filing any such Tax Return, the Purchaser shall submit a copy of each such Tax Return to Seller for Seller’s review and approval. Purchaser shall accept all comments submitted in writing by Seller on the final draft of the relevant Tax Return filed with the relevant Taxing Authority for all Tax Returns for Tax periods ending on or prior to the Closing Date. With respect to Straddle Period Tax Returns, to the extent Seller provides comments to said Tax Returns as contemplated herein and Purchaser disagrees with any Seller comments, the parties shall negotiate in good faith to resolve any such dispute and if unable to do so, either party may submit the dispute for resolution to a mutually agreed upon internationally recognized accounting firm (“Tax Arbitrator”). The fees for the Tax Arbitrator shall be shared equally between the parties. To the extent that a Straddle Period Tax Return must be filed prior to the resolution of the Tax Arbitrator, it shall be so filed reflecting Seller’s position with respect to the Purchased Assets for any Pre-Closing Spinout Tax Period) Treatment and consistent in all Non-Income Taxes due respects with respect to the Cantonal Tax Ruling. The Tax Arbitrator’s decision shall be final and binding on the parties and reflected on the final Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax ReturnsReturn, including extensions. (c) Any regular periodic any re-filed or amended Tax charges paid by Seller or Buyer with respect Return that must be filed to any reflect the determination of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing DateArbitrator.

Preparation of Tax Returns. (ai) Seller Seller, at its sole cost and expense, shall timely (A) prepare and timely file (or cause the Company to prepare and timely file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, ) all Non-Income Tax Returns that are required to be filed with respect to of the Purchased Assets for any Pre-Closing Tax Period and Company due (after taking into account all Non-Income Taxes required to be paid appropriate extensions) on or prior to the Closing Date (determined without regard to extensions) and shall timely pay all such Nonthe “Pre-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authoritiesClosing Tax Returns”), all Non-Income consolidated, combined or unitary Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required that include Seller and the Company (the “Consolidated Returns”) and all other Tax Returns with respect to be paid subsequent Income Taxes of the Company with a taxable year ending on or prior to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-the “Other Income Tax Returns”, and, together with the Consolidated Returns that are required to be filed with respect to and the Purchased Assets for any Pre-Closing Tax PeriodReturns, the “Seller Prepared Returns”) and (B) timely pay (or cause the Company to timely pay) all Non-Income Taxes due that are shown as payable with respect to such Seller Prepared Returns. All Seller Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Straddle Period Company, unless otherwise required by applicable Law. Each Seller Prepared Return shall be submitted to Purchaser for Purchaser’s review and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 comment at least twenty (20) days prior to the due date of such Tax ReturnsSeller Prepared Return (taking into account extensions); provided, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer that with respect to any Consolidated Return, Seller shall only be required to deliver a pro forma Tax Return for the Company. Seller shall incorporate any reasonable comments made by Purchaser in such Seller Prepared Return prior to filing. (ii) Purchaser shall cause the Company to prepare and timely file all Tax Returns of the Purchased Assets, including amounts payable with respect to all real property, personal property Company for Pre-Closing Tax Periods (other than the Consolidated Returns and similar Taxes relating to the Purchased Assets which relate to periods both before and Other Income Tax Returns) that are due after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller Date (on the Closing Date or within ten (10) business days of “Purchaser Prepared Returns”). To the receipt of an invoice from Seller) for extent that portion of such Tax charges paid by Seller that relate a Purchaser Prepared Return relates solely to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the a taxable period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following or before the Closing Date, such amount Tax Return shall be determined prepared in accordance with existing procedures, practices, and accounting methods of the Company, unless otherwise required by multiplying applicable Law. Each Purchaser Prepared Return shall be submitted to the amount Seller for the Seller’s review and comment at least twenty (20) days prior to the due date of such regular periodic charges Purchaser Prepared Return (taking into account extensions). Purchaser shall consider any comments of the Seller in good faith. No failure or delay in the Purchaser providing Purchaser Prepared Returns for Seller to review shall reduce or otherwise affect the entire Taxable period obligations or liabilities of Seller pursuant to this Agreement. (iii) Seller shall claim all Income Tax deductions permitted to be claimed by a fraction applicable Law with respect to the numerator payment of which is any Company Transaction Expenses and the number payment of days any Company Indebtedness at or after the Closing pursuant to Section 1.3(a) (except with respect to any Indebtedness identified on Schedule 1.2(g)) in the final Tax Returns of the Company for the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as and Purchaser shall not take any action, or permit the case may beCompany to take any action, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receiptsinconsistent therewith, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Dateunless otherwise required by applicable Law.

Preparation of Tax Returns. (ai) Seller The Company shall prepare or cause to be prepared and timely prepare and file, file or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, filed all Non-Income Tax Returns of the Company (which Tax Returns shall not include any deduction for expenses that are not properly reportable on the Tax Return of the Company) for all periods ending on or before the Closing Date that are required to be filed on or prior to the Closing Date, shall provide drafts of each such income or other material Tax Return to Acquirer not less than fifteen (15) days prior to the due date for such Tax Return (taking into account any validly obtained extensions of time to file), and shall make any reasonable changes requested by Acquirer in good faith. To the extent not filed on or prior to the Closing Date pursuant to the preceding sentence, Seller's accountants shall prepare and the Company shall timely file (or cause to be timely filed) all Tax Returns of the Company (which Tax Returns shall not include any deduction for expenses that are not properly reportable on the Tax Return of the Company) with respect to all Pre-Closing Tax Periods and Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with past practice and this Agreement, except as otherwise required by Applicable Law. Seller shall cause Seller’s accountants to (i) provide drafts of each such Tax Return (and supporting materials) to Acquirer not less than forty-five (45) days prior to the Purchased Assets due date for such Tax Return (taking into account any validly obtained extensions of time to file), and (ii) make any reasonable changes requested by Acquirer in good faith, in each case provided such requested change is not inconsistent with the Company’s past practice of preparing its Tax Returns. The Company shall promptly provide to Seller true and complete copies of all filed Tax Returns for Pre-Closing Tax Periods and Straddle Periods and pay to the appropriate Tax Authority all Taxes of the Company shown as due on such Tax Returns, and Seller shall reimburse the Company for all Taxes for which Seller is liable pursuant to this Agreement (other than Taxes included in Company Net Working Capital) but which are remitted in respect of any Tax Return to be filed by the Company pursuant hereto upon the written request of the Company, but in no event earlier than seven (7) days prior to the due date for paying such Taxes. (ii) Except as otherwise required by Applicable Law (in which case Acquirer shall provide advance written notice to Seller and provide Seller with a reasonable opportunity to resolve any difference of opinion with Acquirer, or if necessary, such difference of opinion shall be resolved by the Reviewing Accountant utilizing the procedures outlined in Section 1.2(e)), neither Acquirer nor any of its Affiliates shall (or shall cause or permit the Company to), without the express consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), (A) carry back to a Pre-Closing Tax Period any item on the Company's income Tax Return for a Post-Closing Tax Period; (B) amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period and all Non(including with respect to any Straddle Period); (C) voluntarily initiate any discussion with any Tax Authority regarding Taxes of the Company with respect to any Pre-Income Closing Tax Period or Straddle Period; (D) make any voluntary disclosure with respect to Taxes required of the Company for a Pre-Closing Tax Period or Straddle Period; (E) file Tax Returns for a Pre-Closing Tax Period for the Company in a jurisdiction where the Company has not previously filed Tax Returns; or (F) make, or cause to permit to be paid prior to made, any Tax election, or adopt or change any method of accounting, or undertake any extraordinary action on the Closing Date (determined without regard to extensions) that would materially and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, adversely affect Seller's or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Company's Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period, including: (1) and all Nonreporting any Transaction Tax Deduction pursuant to the "next day rule" under Treasury Regulations section 1.1502-Income Taxes due 76(b)(1)(ii)(B) with respect to the Straddle Period and shall timely pay all such Nondeductions; (2) reporting any Acquirer Post-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (Date Transaction as occurring on the Closing Date without applying the "next day rule" under Treasury Regulations section 1.1502-76(b)(1)(ii)(B) (or within ten any similar provision of Applicable Law); (103) business days filing any election under Section 338(g) of the receipt Code (or any similar provision of Applicable Law; or (4) electing to ratably allocate items pursuant to an invoice from Sellerelection under Treasury Regulations § 1.1502-76(b)(2) for that portion (or any similar provision of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing DateApplicable Law).

Preparation of Tax Returns. (a) Seller shall timely prepare and fileFollowing the Closing, or Purchaser shall cause to be timely prepared and filed, with the appropriate Taxing authorities, filed all Non-Income Tax Returns that are required to be filed with respect by the Company (as defined after the Reorganization) after the Closing Date that relate to the Purchased Assets for any Pre-Closing Tax Period taxable period beginning on or before and all Non-Income Taxes required to be paid prior to ending after the Closing Date (determined without regard to extensions) each such period a “Straddle Period” and shall timely pay all each such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect Return a “Straddle Period Tax Return”). No later than five Business Days prior to the Purchased Assets for due date of any Post-Closing Straddle Period Tax PeriodsReturn, all Non-Income Taxes required Seller shall pay to be paid subsequent to Purchaser the Closing Date (determined without regard to extensions, but not including any Non-Income amount of Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes shown as due with respect to on the Straddle Period Tax Return and shall timely pay are attributable to the portion of the applicable Straddle Period ending on the Closing Date, except to the extent that all or a portion of the amount of such Non-Income TaxesTaxes is included in Indebtedness in a manner that results in a reduction in the Closing Purchase Price. Buyer shall provide Seller with a draft of Straddle Period Tax Returns related shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to the Straddle Period 30 Seller for Seller’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed) not less than fifteen days prior to the due date for the filing of such Tax ReturnsReturn, including extensionsor, for any Straddle Period Tax Return due to be filed within 15 days after the Closing Date, as soon as practicable after Closing. (b) The Parties agree that the Tax Returns referenced in Section 8.2(a) do not include any Tax Returns of the Company that are filed on a consolidated, affiliated or similar group basis with Seller or other subsidiaries of Seller. Seller shall cause to be timely filed all Tax Returns required to be filed by the Company (including, for the avoidance of doubt and without limitation, as a corporation for U.S. federal (and applicable state and local) income tax purposes before the Reorganization and as a limited liability company after the Reorganization) after the Closing Date that relate to any Pre-Closing Period. Seller shall be responsible for paying all Taxes that are shown or required to be shown as due on any such Tax Return. (c) Any regular periodic The Parties agree that if there are state and local income Tax charges paid Returns to be filed by the Company (prior to the Reorganization) after Closing that relate to a Pre-Closing Period, Seller shall prepare and file such Tax Returns, and pay any Taxes shown as due on such Tax Returns. -64- (d)Except as otherwise required by applicable Regulations, Purchaser shall not, nor shall it permit or Buyer cause any of its Affiliates or the Company, to (i) amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company for any period (or portion thereof) ending on or prior to the Closing Date, (ii) file any Tax Return of the Company for any period (or portion thereof) ending on or prior to the Closing Date in a jurisdiction in which the Company did not previously file Tax Returns, (iii) voluntarily initiate any contact with any Tax Authority with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to Tax periods both (or portions thereof) ending on or before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller or (on iv) make any election that has effect to a Tax period that includes the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate any date prior to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes the avoidance of determining the amount of doubt, this Section 8.2(d) shall not be applicable to any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined action taken by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date Purchaser or the number of days commencing Company in connection with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related proceeding for which Seller fails to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Dateassume control as permitted by Section 8.6.

Preparation of Tax Returns. (a) Seller shall timely prepare and fileFollowing the Closing, or Purchaser shall cause to be timely prepared and filed, with the appropriate Taxing authorities, filed all Non-Income Tax Returns that are required to be filed with respect by the Company (as defined after the Reorganization) after the Closing Date that relate to the Purchased Assets for any Pre-Closing Tax Period taxable period beginning on or before and all Non-Income Taxes required to be paid prior to ending after the Closing Date (determined without regard to extensions) each such period a “Straddle Period” and shall timely pay all each such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect Return a “Straddle Period Tax Return”). No later than five Business Days prior to the Purchased Assets for due date of any Post-Closing Straddle Period Tax PeriodsReturn, all Non-Income Taxes required Seller shall pay to be paid subsequent to Purchaser the Closing Date (determined without regard to extensions, but not including any Non-Income amount of Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes shown as due with respect to on the Straddle Period Tax Return and shall timely pay are attributable to the portion of the applicable Straddle Period ending on the Closing Date, except to the extent that all or a portion of the amount of such Non-Income TaxesTaxes is included in Indebtedness in a manner that results in a reduction in the Closing Purchase Price. Buyer shall provide Seller with a draft of Straddle Period Tax Returns related shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to the Straddle Period 30 Seller for Seller’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed) not less than fifteen days prior to the due date for the filing of such Tax ReturnsReturn, including extensionsor, for any Straddle Period Tax Return due to be filed within 15 days after the Closing Date, as soon as practicable after Closing. (b) The Parties agree that the Tax Returns referenced in Section 8.2(a) do not include any Tax Returns of the Company that are filed on a consolidated, affiliated or similar group basis with Seller or other subsidiaries of Seller. Seller shall cause to be timely filed all Tax Returns required to be filed by the Company (including, for the avoidance of doubt and without limitation, as a corporation for U.S. federal (and applicable state and local) income tax purposes before the Reorganization and as a limited liability company after the Reorganization) after the Closing Date that relate to any Pre-Closing Period. Seller shall be responsible for paying all Taxes that are shown or required to be shown as due on any such Tax Return. (c) Any regular periodic The Parties agree that if there are state and local income Tax charges paid Returns to be filed by the Company (prior to the Reorganization) after Closing that relate to a Pre-Closing Period, Seller shall prepare and file such Tax Returns, and pay any Taxes shown as due on such Tax Returns. (d) Except as otherwise required by applicable Regulations, Purchaser shall not, nor shall it permit or Buyer cause any of its Affiliates or the Company, to (i) amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company for any period (or portion thereof) ending on or prior to the Closing Date, (ii) file any Tax Return of the Company for any period (or portion thereof) ending on or prior to the Closing Date in a jurisdiction in which the Company did not previously file Tax Returns, (iii) voluntarily initiate any contact with any Tax Authority with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to Tax periods both (or portions thereof) ending on or before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller or (on iv) make any election that has effect to a Tax period that includes the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate any date prior to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes the avoidance of determining doubt, this Section 8.2(d) shall not be applicable to any action taken by Purchaser or the amount of Company in connection with any regular periodic Tax charges proceeding for which Seller fails to assume control as permitted by Section 8.6. (e) Each Seller Party (and its Affiliates) covenant and agree not to make any election to (or take any other action that would) cause the Company (following the Reorganization) to be classified as anything other than an entity that is attributable to disregarded as separate from Holdco for U.S. federal (and applicable state and local) income tax purposes at the portion time of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing DateClosing.

Preparation of Tax Returns. (a) Seller shall timely Sellers will prepare and file, file (or shall cause to be timely prepared and filed, with ) in a timely manner the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect by the Company (after giving effect to any valid extensions of the Purchased Assets due date for filing any such Income Tax Returns) for any Pre-Closing Tax Period and Periods. Sellers will timely pay (or cause to be timely paid) all Non-Income Taxes required to be paid prior to the Closing Date (determined without regard to extensions) shown as due and shall timely pay owing on all such Non-Income TaxesTax Returns. (b) Buyer will prepare and file (or cause to be prepared and filed) in a timely manner the Income Tax Returns of the Company for any Straddle Period; provided, however, that Buyer shall timely submit such Income Tax Returns to Sellers’ Agent with a proposed allocation of the Income Taxes in which Sellers are responsible pursuant to Section 7.1 with respect to such Straddle Period (the “Sellers’ Straddle Period Allocation”), for review and approval, at least 45 days prior to the filing date (after giving effect to any valid extensions). Buyer will be responsible to pay (or cause to be paid) all Income Taxes shown as due and owing by the Company on all such Income Tax Returns. Within 15 days after receipt of the Income Tax Returns relating to a Straddle Period, Sellers’ Agent shall deliver to Buyer written notice of any disagreement with respect to the Income Tax Returns or the calculation of the Sellers’ Straddle Period Allocation. Buyer and Sellers shall attempt to resolve any disputes with respect to such Income Tax Returns or calculations; provided that if they are unable to do so within 15 days after delivery of notice of the disagreement, such disputed items shall be submitted to the Independent Accountant for final determination, which determination shall be binding upon Buyer and Sellers. Sellers shall pay to Buyer on or before the date which is the later of three business days before the due date of the final Income Tax Return for the Straddle Period (after giving effect to any valid extensions), or five days after the final determination by the Independent Accountant, the amount of the Income Tax liability for the Straddle Period that Sellers are responsible for as determined in Section 7.1 and this Section 7.4(b). Except as otherwise provided in this Section 7.4, Buyer will also prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, any and all Non-Income other Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to by the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income TaxesCompany. Buyer shall provide Seller with a draft of Tax Returns related will be responsible to pay (or cause to be paid) all Taxes shown as due and owing by the Straddle Period 30 days prior to the due date of Company on all such Tax Returns, including extensions. (c) Any regular periodic . All Tax charges paid by Seller or Buyer Returns shall be prepared in a manner consistent with respect to any the past practices of the Purchased AssetsCompany and Sellers, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid unless otherwise required by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Dateapplicable law.

Preparation of Tax Returns. (ai) Seller The Company shall timely prepare and file, or shall cause to be timely prepared and filed, all material Tax Returns for Acquired Companies that are first due (taking into account any extension properly obtained) after the date hereof and on or before the Closing Date (the “Company Prepared Returns”). All Company Prepared Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the appropriate Taxing authoritiespast practices of the Company 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 Tax Return, the Company shall submit a copy of such Tax Return to Buyer for Buyer’s review and comment and shall consider in good faith such comments to such Tax Returns as are requested by Buyer. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed, all Non-Income Tax Returns for the Acquired Companies for Pre-Closing Tax Periods or Straddle Periods that are first due (taking into account any extension properly obtained) after the Closing Date (the “Buyer Prepared Returns”). All such Buyer Prepared Returns shall be prepared in a manner consistent with such Acquired Company’s past practice, except as otherwise required by applicable Law. If any Buyer Prepared Return shows a net operating loss, the relevant Acquired Company shall carryback such net operating loss to Pre-Closing Tax Periods to the maximum extent permitted by applicable Law. To the extent a Buyer Prepared Return reports an amount of Tax for which the Selling Securityholders are required to indemnify pursuant to this Agreement, Buyer will submit any such Buyer Prepared Return to the Sellers Representative for review and comment at least thirty (30) days (or, if such Buyer Prepared Return is required to be filed with respect to within thirty (30) days after the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to Agreement Date, as soon as reasonably practicable after the Closing Date (determined without regard to extensionsAgreement Date) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Buyer Prepared Return (taking into account any validly obtained extensions of time to file). If the Sellers Representative and Buyer are unable to resolve any dispute regarding any Buyer Prepared Return within fifteen (15) days after Buyer submits such Buyer Prepared Return to the Sellers Representative, subject to the last sentence of this Section 6.2(a)(ii), the dispute shall be resolved by the Independent Accountant in the same manner as disputes are intended to be resolved pursuant to Section 2.12(b). Notwithstanding anything to the contrary in Section 2.12(b), the Independent Accountant shall (i) if the dispute relates solely to a Pre-Closing Tax ReturnsPeriod, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to resolve any such dispute in favor of the Purchased AssetsSellers Representative if the Sellers Representative’s position is supported by a “more likely than not” standard under the Code (or any provision of state, including amounts payable with respect local or non-U.S. Tax Law), and (ii) if the dispute relates to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and a Straddle Period or other taxable period beginning after the Closing Date, shall be prorated resolve any such dispute in favor of Buyer if Buyer’s position is supported by a “more likely than not” standard under the Code (or any provision of state, local or non-U.S. Tax Law). (iii) For all purposes under this Agreement (including, for the avoidance of doubt, the preparation of any Buyer Prepared Returns and adjusted between Seller and Buyerthe calculation of Unpaid Pre-Closing Taxes), with Buyer reimbursing Seller (on in the Closing Date or within ten (10) business days case of any Straddle Period, the receipt of an invoice from Seller) for that portion of such Taxes (or any Tax charges paid by Seller refund or amount credited against any Tax) that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable are allocable to the portion of the period Straddle Period ending on at the end of the Closing Date will be (i) in the case of property Taxes and other Taxes imposed on a periodic basis without regard to the portion of the period commencing on the day following the Closing Dateincome, such amount shall payroll, gross receipts or sales or use, deemed to be determined by multiplying the amount of such regular periodic charges Taxes (or Tax refund or amount credited against Tax) for the such entire Taxable period Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the taxable period portion of such Straddle Period ending on at the end of the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of calendar days in the taxable period. In such entire Straddle Period and (ii) in the case of any Tax based upon or related to income or receiptsall other Taxes, such amount determined as though the taxable year of the Acquired Companies terminated at the end of the Closing Date. Any Transaction Deductions shall be equal reflected in the Pre-Closing Tax Period to the amount that would be payable if extent permitted by applicable Law. The Buyer shall cause the relevant tax period ended on Acquired Companies eligible to do so to join Buyer’s U.S. federal consolidated group effective as of the date following the Closing Date.

Preparation of Tax Returns. (a) Seller Sellers shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, file or cause to be filed all Non-Income Tax Returns for Company related to taxable periods ending on or before the Closing Date (the “Seller Returns”) that are required to be filed with respect after the Closing. Sellers shall permit Purchaser to the Purchased Assets for any Pre-Closing Tax Period review and all Non-Income Taxes required to be paid comment on each such Seller Return at least ten business days prior to filing (except where such 10-day period is not practical, in which case as soon as practical). Sellers and Purchaser will consult with each other and attempt in good faith to resolve any issues arising as a result of such Seller Returns and, if they are unable to do so, the Closing Date disputed items will be resolved (determined without regard to extensionswithin a reasonable time, taking into account the deadline for filing such Tax Return) by an independent accounting firm chosen by both Sellers and shall timely pay Purchaser. Upon resolution of all such Non-Income Taxesitems, the relevant Seller Return will be timely filed on that basis. The costs, fees and expenses of the independent accounting firm will be shared equally by Sellers and Purchaser. (b) Buyer Purchaser shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, file or cause to be filed all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns Company that are required to be filed with respect after the Closing (including Tax Returns relating to Straddle Periods), other than the Seller Returns. Purchaser shall permit Seller to review and comment on each such Tax Return to the Purchased Assets for any Pre-Closing extent that such Tax Period) and all Non-Income Return includes Taxes due with respect to that are the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft responsibility of Tax Returns related to the Straddle Period 30 Sellers at least ten business days prior to the due date filing (except where such 10-day period is not practical, in which case as soon as practical). Purchaser and Sellers will consult with each other and attempt in good faith to resolve any issues arising as a result of such Tax ReturnsReturns and, including extensions. if they are unable to do so, the disputed items will be resolved (cwithin a reasonable time, taking into account the deadline for filing such Tax Return) Any regular periodic by an independent accounting firm chosen by both Sellers and Purchaser. Upon resolution of all such items, the relevant Tax charges paid by Seller or Buyer with respect to any Return will be timely filed on that basis. The costs, fees and expenses of the Purchased Assets, including amounts payable with respect to all real property, personal property independent accounting firm will be shared equally by Sellers and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing DatePurchaser.

Preparation of Tax Returns. (ai) Seller shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, Governmental Entity (i) all Non-Income Combined Tax Returns and all Tax Returns in respect of Seller Consolidated Taxes, and (ii) all Tax Returns (other than those described in clause (i) hereof) that are required to be filed (taking into account any extension properly obtained) by or with respect to the Purchased Assets for Group Companies on or before the Closing Date (the Tax Returns described in clause (ii) hereof, “Pre-Closing Tax Returns”). All Pre-Closing Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of each Group Company with respect to such items, except as otherwise required by applicable Law. Seller shall furnish a draft of any Pre-Closing Tax Period Return that is an income Tax Return to Buyer for Buyer’s review and all Non-Income Taxes required to be paid comment at least twenty (20) days prior to the Closing Date filing (determined without regard or otherwise as soon as reasonably practicable prior to extensions) filing), and Seller shall consider in good faith all reasonable comments timely pay all such Non-Income Taxesreceived from Buyer with respect thereto. (bii) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, Governmental Entity all Non-Income Tax Returns with of the Group Companies (other than any Combined Tax Returns or Tax Returns in respect to the Purchased Assets of Seller Consolidated Taxes) for any Posta Pre-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns Period that are required to be filed after the Closing Date (each, a “Buyer Prepared Return”). All Buyer Prepared Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of each Group Company with respect to such items, except as otherwise required by applicable Law or to the Purchased Assets for extent treating any such items in a different manner could not reasonably be expected to reduce the final Cash Purchase Price (including any component thereof, including Indebtedness, Pre-Closing Tax Period) Income Taxes, Net Working Capital and all Non-Income Taxes due Transaction Expenses), increase Seller Taxes, or otherwise form the basis for an indemnity claim under this Agreement with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Date.

Preparation of Tax Returns. (a) Seller shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns that are required file or cause to be filed with respect to all (i) Tax Returns of, or that include, the Purchased Assets Company or any Continuing Subsidiary or any of their respective assets or operations for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to Periods that end on or before the Closing Date and (determined without regard ii) any Tax Returns with respect to extensionsSeller Combined Taxes. Seller shall control the determination of whether any transaction with respect to a Corporate Continuing Subsidiary that occurs on the Closing Date is properly allocable to the portion of such Corporate Continuing Subsidiary’s day after the Closing under the “next day rule” of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B). Buyer shall cause the Company and the Continuing Subsidiaries to timely execute and deliver such authorizations, Consents, or powers of attorney as shall be reasonably requested by Seller to permit Seller to file, or cause to be filed, all Tax Returns that Seller is required to file, or cause to be filed, pursuant to this Section 6.1(a) and that are filed after the Closing Date. Seller will deliver to Buyer a copy of each such Tax Return filed after the Closing Date that is a Separate Return of the Company or a Continuing Subsidiary at least fourteen (14) days (five (5) days for any such Tax Return relating to sales or use Taxes) prior to filing and will consider all reasonable comments made by Buyer with respect thereto. Seller shall timely pay all remit to the appropriate Taxing Authority the amount of Taxes shown as payable on such Non-Income TaxesTax Return at the xxxx Xxxxxx files (or causes to be filed) such Tax Return with the appropriate Taxing Authority. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared prepared, and file or cause to be filed, with the appropriate Taxing authorities, all Non-Income Straddle Period Tax Returns that are Separate Returns of the Company and any Continuing Subsidiary that are filed after the Closing Date. Buyer shall pay or cause to be paid all Taxes thereon or otherwise imposed with respect to such Straddle Period; provided, however, that Seller shall reimburse Buyer for any portion of such Taxes that are Pre-Closing Straddle Period Taxes as defined in Section 6.1(c). All Straddle Period Tax Returns described in this Section 6.1(b) shall be prepared in a manner consistent with the Purchased Assets past practice of Seller, the Company or a Continuing Subsidiary, as applicable (except to the extent there is no reasonable basis therefor, or a change in Law or fact). Buyer will deliver to Seller a copy of each such Straddle Period Tax Return at least fourteen (14) days (five (5) days for any such Straddle Period Tax Returns of the Company or Continuing Subsidiary that are filed with respect to sales or use Taxes) prior to filing and will consider all comments made by Seller with respect thereto in good faith. Buyer shall reimburse Seller for any Post-Closing Tax Periods, all Non-Income Straddle Period Taxes required (as defined in Section 6.1(c)) with respect to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Straddle Period Tax Returns that are required to be Separate Returns of the Company and any Continuing Subsidiary that are filed with respect on or before the Closing Date, except to the Purchased Assets for extent any Pre-payments by Seller are reflected as a Current Asset in the Closing Tax Period) and all Non-Income Taxes due with respect Date Working Capital, as finally determined pursuant to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensionsSection 2.5. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to For the purposes of this Agreement, in the case of any of the Purchased Assets, including amounts Taxes that are payable with respect to all real propertya Straddle Period Tax Return described in Section 6.1(b), personal property and similar the amount of such Taxes relating attributable to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (portion of such Straddle Period ending on the Closing Date or within ten (10“Pre-Closing Straddle Period Taxes”) business days shall (i) in the case of Taxes other than income, profit, gains, sales and use and withholding Taxes be deemed to be the receipt of an invoice from Seller) for that portion amount of such Tax charges paid for the entire Tax period multiplied by Seller that relate to a fraction, the numerator of which shall be the number of days in the Tax period commencing ending on the day following and including the Closing Date and with Seller reimbursing Buyer the denominator of which shall be the number of days in the entire Tax period; and (within ten (10ii) business days in the case of income, profit, gains, sales and use and withholding Taxes be determined from the books and records of the receipt Company or Continuing Subsidiary, as applicable, as though the taxable year of an invoice from Buyer) for that portion the Company or such Continuing Subsidiary, as applicable, terminated at the close of such Tax charges paid by Buyer that relate to the period ending business on the Closing Date. For purposes of determining the amount of this Agreement, “Post-Closing Straddle Period Taxes” shall mean Taxes with respect to any regular periodic Straddle Period Tax charges Return described in Section 6.1(b) that is are attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following any Straddle Period beginning after the Closing Date, such amount . Transfer Taxes shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days addressed as provided in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing DateSection 2.6.

Preparation of Tax Returns. (a) Seller shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed by, with respect to or that include the Purchased Assets Companies with respect to taxable periods of the Companies ending on or before the Closing Date, and such Tax Returns, to the extent they relate to the Companies, shall be prepared consistent with past practices, except as otherwise required by applicable Law. The Companies shall be included in the federal consolidated income Tax Return of which Seller’s Parent is the common parent for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to the tax year of the Companies that ends on the Closing Date (determined without regard and any similar combined, consolidated or unitary state income Tax Return) (the “Consolidated Tax Returns”), Seller shall cause such Consolidated Tax Returns to extensions) be filed on a timely basis and Seller shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and filepay, or shall cause to be timely prepared and filed, with the appropriate Taxing authoritiespaid, all Non-Income such Taxes shown as due on such Tax Returns with respect Returns. Seller shall provide a copy of each separate Company income and franchise Tax Return to Purchaser for Purchaser’s review and consent, not to be unreasonably withheld, conditioned or delayed, no later than thirty (30) days prior to the Purchased Assets due date (taking into account any applicable extensions) for such Tax Return. Seller shall consider in good faith any Post-Closing reasonable comments received from Purchaser in writing no later than ten (10) Business Days before the due date of such Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income TaxesReturn. Buyer Seller shall provide Seller with a draft copy of each other separate Company Tax Returns related to the Straddle Period 30 days Return within a reasonable period of time prior to the due date of such Tax ReturnsReturn (taking into account any applicable extensions) to enable the Company to timely file such Tax Return. For the avoidance of doubt, including extensionsseparate Company Tax Returns shall not include any portion of a Consolidated Tax Return. (cb) Any regular periodic Purchaser shall file or cause to be filed all Tax charges paid Returns of the Companies, other than the Consolidated Tax Returns, that are prepared by Seller pursuant to Section 7.05(a) (“Stand-Alone Pre-Closing Tax Returns”) and subject to the other provisions in this Agreement, shall pay or Buyer with respect cause to any be paid all Taxes shown as due on such Tax Returns. Purchaser shall cause to be prepared all Tax Returns of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to Companies for taxable periods both starting on or before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and ending after the Closing Date (each, a “Straddle Period”), and shall cause such Tax Returns to be prepared consistent with past practices, except as otherwise required by applicable law. Purchaser shall provide a copy of any Straddle Period Tax Return to Seller reimbursing Buyer for review and comment no later than thirty (within ten 30) days prior to the due date for such Tax Return. Purchaser shall incorporate any reasonable comments received from Seller in writing no later than five (105) business days of Business Days before the receipt of an invoice from Buyer) for that portion due date of such Tax charges paid by Buyer that relate Return. Purchaser shall file or cause to be filed all Straddle Period Tax Returns and, subject to the period ending other provisions in this Agreement, shall pay or cause to be paid all Taxes shown due on such Tax Returns. Seller shall pay to Purchaser (i) no later than three (3) Business Days prior to the Closing Date. For purposes of determining due date for filing any Tax Return for any Straddle Period the amount of any regular periodic Tax charges that is attributable Taxes owing with respect to the portion of the period Straddle Period covered by such Tax Return ending on the Closing Date (pro rated pursuant to Section 7.02 hereof) and (ii) no later than three (3) Business Days prior to the portion of the period commencing on the day following the due date for filing any Stand-Alone Pre-Closing Date, such amount shall be determined by multiplying Tax Return the amount of Taxes owing with respect to such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing DateReturn.

Preparation of Tax Returns. (a) Seller shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number Raccoon APA DOCSNY1:1172777.5 12115-16 RM9/RM9 of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Date.

Preparation of Tax Returns. (ai) Seller shall The Sellers’ Representatives shall, at the Sellers’ expense, prepare (or cause to be prepared) and timely prepare and file, file (or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, ) all Non-Income Tax Returns that are required to be filed with respect to of the Purchased Assets Company for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid periods ending on or prior to the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Datefor income Tax purposes), such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on are due (after taking into account any permissible extensions) after the Closing Date or (“Pre-Closing Date Returns”). The Sellers’ Representatives shall, at least fifteen (15) Business Days prior to the number date each such Tax Return is due, submit drafts of days commencing with all Pre-Closing Date Returns to the day following the Closing Date, as the case may beLP Buyer for its review and comment, and the denominator of which is Sellers’ Representatives shall consider in good faith all reasonable comments received from the number of days in the taxable periodLP Buyer. In the case of event there is a disagreement as to whether revisions requested by the LP Buyer should be included in any Tax based upon Return which Tax Return (or related position taken in such Tax Return) which would reasonably be expected to income or receiptsadversely affect the Tax liability of the LP Buyer and its Affiliates, such amount including the Company, for any period after Closing, the disagreement shall be equal submitted to the amount Accounting Firm for resolution (the expenses of which shall be shared in the same manner as set forth in Section 2.08). The Sellers’ Representatives shall pay or cause to be paid on behalf of the Sellers any Taxes reflected as due on any Pre-Closing Date Returns. (ii) The LP Buyer shall prepare (or cause to be prepared) and timely file (or cause to be timely filed) all Tax Returns of the Company for all Straddle Period (“Straddle Period Returns”). Each Straddle Period Return shall be prepared in a manner consistent with the past practices of the Company to the extent consistent with applicable Law. To the extent any Straddle Period Return reflects any Taxes allocated to the Sellers in accordance with Section 7.03, the LP Buyer shall provide the Sellers’ Representatives with a copy of each such Straddle Period Return at least fifteen (15) Business Days prior to the date such Tax Return is due for the Sellers’ Representatives’ review and approval. In the event there is a disagreement as to whether revisions requested by the Sellers’ Representatives should be included in any such Tax Return, the disagreement shall be submitted to the Auditor for resolution (the expenses of which shall be shared in a manner similar to that would set forth in Section 2.08). The Sellers’ Representatives shall pay (or cause to be payable if paid on behalf of the relevant tax period ended Sellers) to the Company all Taxes shown on any Straddle Period Return to the Closing Dateextent such Taxes are allocated to the Sellers in accordance with Section 7.03.

Preparation of Tax Returns. (a) The Seller shall timely shall, at the Seller’s sole cost and expense, prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns that are required shall timely file or cause to be filed all Tax Returns for each of the Group Companies that are due before Closing. The Seller shall, at the Seller’s sole cost and expense, prepare or cause to be prepared and shall timely file or cause to be filed all income Tax Returns for all Tax periods ending before the Closing Date (collectively, the “Seller Returns”). The Seller will provide the Purchaser with copies of such Seller Returns at least 30 days before they are required by applicable Law to be filed, and the Purchaser shall have 20 Business Days to review and provide comments with respect to such Seller Returns for such period. The Seller shall consider in good faith any reasonable comments that are timely provided by the Purchaser. The Purchaser will cause the Group Companies to remit any Taxes in respect of the periods covered by the Seller Returns as required under applicable Law. (b) The Purchaser shall cause the Company to prepare and file all Tax Returns of any Group Company due after Closing which are not Seller Returns, which Tax Returns shall be prepared and filed on a timely basis and in a manner consistent with prior practice with respect to the Purchased Assets for treatment of specific items on such Tax Returns (to the extent such treatment is reasonable in the circumstances and not prohibited by applicable Laws). The Purchaser shall not, and shall not permit any other Person to, amend or re-file any Tax Return, make, amend or rescind any Tax election with respect to a Pre-Closing Tax Period and all Non-Income Taxes required of any Group Company without the prior consent of the Seller. (c) Without limiting the Seller’s indemnity set out in Section 10.2 of this Agreement, the Seller shall pay or cause to be paid prior to the Closing Date (determined without regard to extensions) and shall timely pay on or before their respective due dates all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns Taxes of each Group Company due with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect , except to the Straddle Period and shall timely pay all extent such Non-Income TaxesTaxes are reflected in the Closing Statements. Buyer shall provide Seller with a draft In the case of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of a Straddle Period that falls prior to the period ending on the end of Closing Date and to Date, the portion of any such Taxes that are treated as attributable to the period commencing Pre-Closing Tax Period for purposes of this Agreement shall be: (i) in the case of Taxes imposed on the day following the Closing Datea periodic basis, such amount shall deemed to be determined by multiplying the amount of such regular periodic charges Taxes for the entire Taxable period multiplied by a fraction the numerator of which is the number of calendar days in the taxable period ending on and including the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable entire period. In ; and (ii) in the case of any Tax based upon or related Taxes not described in Section 6.1(a) above, deemed to income or receipts, such amount shall be equal to the amount that which would be payable if the relevant tax Taxable period ended on at the close of the Closing Date. (d) In the event that any Group Company receives or is credited with any refund of Taxes, in cash, in respect of any Pre-Closing Tax Period, the Purchaser shall, to the extent such refund is not accounted for in the Purchase Price, forthwith pay or direct the Company to pay the amount of such refund (after deduction of any reasonably out-of-pocket costs and any Taxes payable by the Group Companies that received the refund) to the Seller as they may direct in writing. To the extent any refund previously paid to the Seller is later reduced or denied by an applicable Governmental Authority, then the Seller shall promptly refund such amount to the Purchaser. Notwithstanding the foregoing, if any Group Company has the option between a cash refund and a credit, such Group Company shall be required to elect a cash refund. (e) If the Company is assessed or reassessed by a Governmental Authority under Parts III or III.1 of the Tax Act (or under an equivalent provision in the Tax legislation of a Canadian province) in respect of any deemed or declared dividend on or prior to the Closing Time, or any such assessment or reassessment is so threatened, the Seller hereby consents to filing elections pursuant to subsections 184(3) or 185.1

Preparation of Tax Returns. (aA) The Equityholders’ Representative shall prepare or cause to be prepared and file or cause to be filed all income Tax Returns of the Affiliated Group which includes the Company and the common parent of which is Actua (the “Seller Tax Returns”). Such Seller Tax Returns shall timely be prepared in a manner consistent with past practice to the extent related to the Company, except as otherwise required by applicable law. At least twenty (20) days prior to the due date of any Seller Tax Return (taking into account extensions), the Equityholders’ Representative shall provide a draft of the portions of such Seller Tax Return related to the Company to Parent for the Parent’s review and comment. The Equityholders’ Representative shall take into consideration any changes to such Seller Tax Returns reasonably requested by Parent. (B) Parent shall prepare or cause to be prepared and filefile or cause to be filed all Tax Returns of the Company that are first due after the Closing Date (taking into account any extensions) for any taxable period of the Company ending on or before the Closing Date and for any Straddle Period of the Company, other than Seller Tax Returns (the “Company Tax Returns”). Such Company Tax Returns shall be prepared in a manner consistent with the Company’s past practice except as otherwise required by applicable law; provided, that, , any Company Tax Returns that are income Tax Returns shall be prepared in a manner consistent with Seller Tax Returns as provided by the Equityholders’ Representative pursuant to Section 9(c)(iii)(A), to the extent such Seller Tax Returns are related to the Company. At least twenty (20) days prior to the due date of any Company Tax Return (taking into account extensions), Parent shall provide a draft of such Company Tax Return to the Equityholders’ Representative for the Equityholders’ Representative’s review and written approval (such approval not to be unreasonably withheld, conditioned or delayed). Parent shall, or shall cause the Company, to make all changes to such Company Tax Returns reasonably requested by the Equityholders’ Representative. Any disputes as to such changes shall be timely prepared submitted to the Independent Accounting Firm, the decision of which shall be final, binding and filedconclusive and the expenses of which shall be shared equally between the Parent, on the one hand, and the Equityholders, on the other hand. If the Independent Accounting Firm is unable to make a determination with respect to any disputed item prior to the due date for the filing of Company Tax Return in question, then (i) the Company may file such Company Tax Return in accordance with the appropriate Taxing authoritiesCompany’s reasonable position (“Reasonable Position Returns”) and (ii) if the Independent Accounting Firm subsequently determines that such Company Tax Return should be amended, all Non-Income the Company shall file an amended Company Tax Return reflecting the Independent Accounting Firm’s determination. No member of Parent Group shall be entitled to indemnification or recovery for, and Losses shall not include, (i) Taxes paid in connection with the filing of Reasonable Position Returns to the extent such Taxes are a disputed item subject to the Independent Accounting Firm’s review, (ii) interest, penalties or other charges, fees or expenses arising out of or related to late payment or late filing of Company Tax Returns and (iii) Taxes paid in connection with filing Tax Returns that serve as requests for extension of time to file (including IRS Form 7004 and comparable or analogous other Tax forms, “Extension Returns”). For the avoidance of doubt, the indemnification provided in Section 8(b)(G)(1) shall apply (subject to any qualifications and limitations set forth in this Agreement) to disputed Taxes that were paid in connection with Reasonable Position Returns and Taxes paid in connection with Extension Returns as and when the amount of such Taxes are required finally determined (and only to the extent of such Taxes as finally determined) following the filing of the applicable Company Tax Return that includes such Taxes as finally determined pursuant to the procedures set forth in this Section 9.3(c)(iii)(B) (i.e., after the filing of such Company Tax Return as mutually agreed upon by Parent and Equityholders’ Representative or after the filing of such Company Tax Return following determination of all disputes by the Independent Accounting Firm). (C) Without the Equityholders’ Representative’s prior written consent (such consent not to be filed unreasonably withheld, conditioned or delayed), Parent will not, and will not cause the Company or any of their Affiliates to, take any of the following actions that could have an effect with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets in each case for any Pre-Closing Tax Period, if such action could reasonably be expected to give rise to an indemnification claim against the Responsible Persons under this Agreement or otherwise result in amounts for which Responsible Persons could become liable or responsible: (1) and all Nonamend, file, re-Income Taxes due file or otherwise modify any Tax Return of the Company or (2) except for the Section 336(e) Elections, make, revoke or modify any Tax election with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with Company, in each case, unless as a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller condition or Buyer with respect to any result of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date judgment or within ten (10) business days settlement of the receipt of an invoice from Seller) for that portion of such a Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days Proceeding resolved in the taxable period ending on the Closing Date or the number of days commencing accordance with the day following the Closing Date, procedures set forth in Section 9.3(c)(v) or made or done in accordance with VDA Procedures as the case may be, and the denominator of which is the number of days set forth in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing DateSection 9(c)(v).

Preparation of Tax Returns. (a) The Seller shall timely prepare and timely (and in any event within one year following the Closing Date) file (or cause the Xxxxxx Group to prepare and timely file) all Tax Returns relating to the Xxxxxx Group due (including any extension thereof) prior to the Closing Date for taxable periods ending on or before the Closing Date and promptly provide evidence of such filing to the Purchaser. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless otherwise required by Law. The Seller, and the Xxxxxx Group shall timely pay to the appropriate Governmental Authority all Taxes due with respect to such Tax Returns. (b) The Seller shall prepare (or shall cause to be prepared) all Tax Returns relating to the Xxxxxx Group for taxable periods ending on or before the Closing Date due (including any extension thereof) after the Closing Date; it being understood that all Taxes shown as due and payable on such Tax Returns shall be the responsibility of the Seller (except to the extent reserved for on the Closing Adjustment Statement). Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless otherwise required by Law. The Seller shall provide the Purchaser and its authorized representative with a copy of any such completed Tax Return at least 30 days prior to the due date (including any extension thereof), and in any event within one year following the Closing Date, for filing of such Tax Return, and the Purchaser and its authorized representative shall have the right to review and comment on such Tax Return. The Purchaser shall provide any written comments to the Seller not later than 10 days after receiving any such Tax Return and, if the Purchaser does not provide any written comments with 10 days, the Purchaser shall be deemed to have accepted 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. If the Seller and the Purchaser are unable to resolve any such dispute at least 10 days before the due date (including any extension thereof) for any such Tax Return, the dispute shall be referred to the Independent Accounting Firm for resolution and the fees shall be shared one-half by the Seller and one-half by the Purchaser. If the Independent Accounting Firm is unable to resolve any such dispute prior to the due date (including any extension thereof) for any such Tax Return, such Tax Return shall be filed as prepared by the Purchaser subject to amendment, if necessary, to reflect the resolution of the dispute by the Independent Accounting Firm. (c) The Seller shall prepare and timely prepared file (or cause the Xxxxxx Group to prepare and filed, with the appropriate Taxing authorities, timely file) all Non-Income Tax Returns that relate to the Xxxxxx Group (respectively) for all 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 Adjustment Statement), 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 unless otherwise required by Law. With respect to any Tax Return required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to Xxxxxx Group after the Closing Date (determined without regard and as to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect which Taxes are allocable to the Purchased Assets for any Post-Closing Seller under Section 7.01 hereof, the Seller shall provide the Purchaser and its authorized representative with a copy of such completed Tax Periods, all Non-Income Taxes required to be paid subsequent Return and a statement (with which the Seller will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Closing Date (determined without regard Seller pursuant to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period Section 7.01 at least 30 days prior to the due date (including any extension thereof) for filing of such Tax ReturnsReturn, including extensions. (c) Any regular periodic and the Purchaser and their authorized representative shall have the right to review and comment on such Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property Return and similar Taxes relating statement prior to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion filing of such Tax charges paid by Seller that relate Return. The Purchaser shall provide any written comments to the period commencing on Seller not later than 10 days after receiving any such Tax Return and statement and, if the day following Purchaser does not provide any written comments with 10 days, the Closing Date Purchaser shall be deemed to have accepted such Tax Return and with statement. The Seller reimbursing Buyer (within ten (10) business days and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the receipt of an invoice from Buyer) for that portion review of such Tax charges paid by Buyer that relate Return and statement. If the Seller and the Purchaser are unable to resolve any such dispute at least 10 days before the due date (including any extension thereof) for any such Tax Return and statement, the dispute shall be referred to the period ending on Independent Accounting Firm for resolution and the Closing Datefees shall be shared one-half by the Seller and one-half by the Purchaser. For purposes of determining If the amount of Independent Accounting Firm is unable to resolve any regular periodic Tax charges that is attributable such dispute prior to the portion due date (including any extension thereof) for any such Tax Return, such Tax Return shall be filed as prepared by the Seller subject to amendment, if necessary, to reflect the resolution of the period ending on dispute by the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Date.Independent Accounting Firm

Preparation of Tax Returns. (a1) Seller shall timely prepare and file, or The Purchaser shall cause to be timely prepared and filed, with the appropriate Taxing authorities, filed on a timely basis all Non-Income Tax Returns that for the Corporation for (a) any Pre-Closing Tax Period for which Tax Returns have not been filed as of the Closing Date and (b) for any Straddle Period for which Tax Returns are required to be prepared and filed (all Tax Returns referred to in clause (a) and (b) above collectively being referred to herein as the “Stub Period Returns”). The Purchaser shall prepare each Stub Period Return on a basis consistent with (i) Applicable Law and accounting rules, (ii) the Closing Date Statement, and (iii) the past practices and procedures of the Corporation. Notwithstanding the foregoing, in any Stub Period Return, the Corporation shall not deduct any amount in the nature of a reserve or claim any Tax credit that would require the Corporation to include in a tax period ending after the Closing Time any amount of income, unless the Tax liability in respect of such income (determined as though such income were the only income or loss of the entity for the tax period and without regard for the availability of any loss carryforwards or carrybacks) is taken into account in computing the Closing Date Working Capital. The Purchaser shall provide to the Vendor for its review a draft of each Stub Period Return no later than 10 days in the case of an income Tax Return, and 5 days in the case of any other Tax Return, prior to the due date for filing such Tax Return with the appropriate Governmental Authorities. The Vendor shall notify the Purchaser in writing within 5 Business Days in the case of an income Tax Return, and 2 Business Days in the case of any other Tax Return, after delivery of a Stub Period Return if it has any reasonable comments with respect to items set forth in such Stub Period Return. The Purchaser shall consider all such comments. (2) Other than Taxes which were specifically taken into account in computing the Purchased Assets Closing Date Working Capital, the Vendor shall pay (a) all Taxes due with respect to all Tax Returns for the Corporation for any Pre-Closing Tax Period and (b) with respect to all Non-Income Tax Returns for the Corporation for any Straddle Period, Taxes required allocable to be paid the portion of the Straddle Period ending immediately prior to the Closing Date (as determined without regard to extensions) and shall timely pay all such Non-Income Taxesunder Section 7.5(3)). (b3) Buyer shall timely prepare and fileIn the case of any Straddle Period, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable Taxes allocable to the portion of the period Straddle Period ending on immediately prior to the Closing Date and to shall be: (a) in the portion case of the period commencing Taxes imposed on the day following the Closing Datea periodic basis (such as real or personal property Taxes), such amount shall be determined by multiplying the amount of such regular periodic charges Taxes for the entire Taxable period 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 fraction, the numerator of which is the number of calendar days in the taxable period ending on Straddle Period prior to the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of calendar days in the taxable period. In entire relevant Straddle Period; and (b) in the case of any Tax Taxes not described in (a) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, such amount shall be equal to or Taxes that are based upon occupancy or imposed in connection with any sale or other transfer or assignment of property), the amount that would be payable of such Taxes determined as if the relevant such tax period ended on immediately prior to the Closing Date.

Preparation of Tax Returns. (a) Seller shall timely prepare and fileAftermarket will join, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes for which Aftermarket is required to be paid prior do so (and at Modine's request for any such period or return for which Aftermarket is eligible but not required to do so), in all federal, state or local income Tax Returns of the Closing Date (determined without regard to extensions) Modine Group. Modine will prepare and shall timely file all such federal, state or local income Tax Returns and will timely pay all Taxes with respect to such NonTax Returns. Modine will prepare and timely file all other foreign, state and local income Tax Returns relating to the Aftermarket Business for any Pre-Income TaxesClosing Period and will timely pay all Taxes with respect to such Tax Returns. Transpro will not be responsible for paying any Taxes with respect to any Tax Return described in this Section 2.3(a). (b) Buyer shall timely Transpro will prepare and file, file (or shall cause to be timely prepared and filed) any Tax Return relating to Aftermarket for any Pre-Closing Period that is required to be filed after the Distribution Date other than those required to be filed by Modine pursuant to Section 2.3(a). Transpro will timely pay the amount due on such Tax Return, and Modine will not be responsible for paying any Taxes with respect to any such Tax Return. (c) Transpro will prepare and file any Tax Returns relating to Aftermarket for any Straddle Period and any Post-Closing Period. Transpro will provide a copy of each income Tax Return for any Straddle Period and any supporting schedules to Modine at least 30 days before the appropriate Taxing authoritiesdate such income Tax Return is to be filed by Transpro for Modine's review and approval. Transpro will pay all Taxes with respect to Tax Returns that it files under this Section 2.3(c), all Non-Income except that Modine will pay to Transpro two days prior to the filing of an income Tax Return with respect to a Straddle Period the amount due on such income Tax Return that is the responsibility of Modine pursuant to Section 2.1(c). (d) All returns and schedules prepared pursuant to this Section 2.3 will be prepared on a basis consistent with those prepared for prior Tax years unless a different treatment of any item is required by an intervening change in law. Transpro may make any necessary changes in the filing of Tax Returns with respect to the Purchased Assets for any Post-Closing Periods provided that, unless a change is required by law, such a change does not result in any Tax Periods, all Non-Income Taxes required Detriment to be paid subsequent to the Closing Date Modine or its Affiliates. (determined without regard to extensions, but e) Transpro will not including file any Non-Income Taxes that relate to Non-Income amended income Tax Returns that are required to be filed with respect to the Purchased Assets Aftermarket for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to the Straddle Period 30 days Aftermarket without Modine's prior to the due date of such Tax Returns, including extensionswritten consent. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Date.

Preparation of Tax Returns. (ai) Seller The Company Stockholders shall timely prepare and timely file, or shall cause to be timely prepared and timely filed, with the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect to by the Purchased Assets for Acquired Companies (taking into account any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to extension properly obtained) on or before the Closing Date (determined without regard to extensions) and shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to periods ending on or before the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed by the Acquired Companies (taking into account any extension properly obtained) after the Closing Date (“Stockholder Prepared Returns”), and shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date or with respect to such Stockholder Prepared Returns. All Stockholder Prepared Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the Purchased Assets past practices of the applicable Acquired Company with respect to such items, except as otherwise required by applicable Law. A reasonable period prior to filing a Stockholder Prepared Return that is an income or other material Tax Return (which shall be at least twenty (20) days in the case of any income Tax Return), the Company shall submit a copy of such Tax Return to Parent for any Parent’s review and shall make such revisions to such Tax Returns as are reasonably requested by Parent. (ii) Parent shall prepare or cause to be prepared and file or cause to be filed, at the expense of the Company Stockholders, all other Tax Returns with respect to a Pre-Closing Tax Period) and all NonPeriod or Straddle Period (the “Parent Prepared Returns”). All such Parent Prepared Returns shall be prepared in a manner consistent with the applicable Acquired Company’s past practice, except as otherwise required by applicable Law. Parent will submit such Parent Prepared Return that is an income or other material Tax Return or shows Unpaid Pre-Income Closing Taxes due with respect to the Straddle Period Company Stockholders for review and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with comment a draft of Tax Returns related to the Straddle Period 30 days reasonable period prior to the due date filing of such Tax ReturnsParent Prepared Return (taking into account any validly obtained extensions of time to file), including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller at least twenty (on the Closing Date or within ten (1020) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any income Tax based upon Return (or, if such income Tax Return is required to be filed within twenty (20) days after the Agreement Date, as soon as practicable after the Agreement Date); provided that any failure or related delay in providing any Parent Prepared Return to income or receipts, the Company Stockholders shall not relieve the Company Stockholders of any indemnification obligations with respect to such amount Tax Return except to the extent the Company Stockholders are actually prejudiced as a result thereof. Parent will make such revisions to such Tax Returns as are reasonably and timely requested in writing by the Company Stockholders. The Company Stockholders shall be equal responsible for reimbursing Parent for any Unpaid Pre-Closing Taxes shown as due on such Parent Prepared Return promptly upon request of Parent (to the amount that would be payable if the relevant tax period ended on extent such Unpaid Pre-Closing Taxes are not reflected in the Closing DateIndebtedness Amount or Closing Transaction Expenses Amount).

Preparation of Tax Returns. (ai) Seller shall timely Sellers will prepare and file, file (or shall cause to be timely prepared and filed, with ) in a timely manner the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect by the Company (after giving effect to any valid extensions of the Purchased Assets due date for filing any such Income Tax Returns) for any Pre-Closing Tax Period Periods and all Non-Income Taxes required to be paid prior to other Tax Returns due on or before the Closing Date (determined without regard to extensions) and shall Date. Sellers will timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely paid) all Taxes shown as due and owing on all such Tax Returns. (ii) Buyer will prepare and file (or cause to be prepared and filed) in a timely manner all other Tax Returns of the Company; provided, with the appropriate Taxing authorities, all Non-Income that Buyer shall submit Tax Returns with respect to a Straddle Period to Sellers with a proposed allocation of the Purchased Assets Taxes for any Post-Closing Tax Periods, all Non-Income Taxes required which Sellers are responsible pursuant to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed Section 6.04(b) with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the such Straddle Period and shall timely pay all such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related to (the "Sellers' Straddle Period Allocation"), for review and approval, at least 30 days prior to the filing date (after giving effect to any valid extensions). Buyer will pay (or cause to be paid) all Taxes shown as due and owing by the Company on all such Tax Returns. Within 15 days after receipt of the Tax Returns relating to a Straddle Period, Sellers shall deliver to Buyer written notice of any disagreement with respect to the Tax Returns or the calculation of Sellers' Straddle Period Allocation. Buyer and Sellers shall attempt to resolve any disputes with respect to such Tax Returns or calculations; provided that if they are unable to do so within 15 days after delivery of notice of the disagreement, such disputed items shall be submitted to an independent accounting firm of recognized national or regional standing mutually acceptable to Buyer and Sellers for final resolution or, if they cannot agree, a Big Four accounting firm chosen by lot (after elimination of those Big Four accounting firms having relationships with the parties). Each of Buyer and Sellers will be afforded the opportunity to present to such accounting firm any material related to the determination and to discuss the determination with such accountants. The determination by such accounting firm will be conclusive and binding upon the parties. The fees and expenses of such accounting firm will be shared equally by Sellers and Buyer. Sellers shall pay to Buyer on or before the date which is the later of three business days before the due date of such the final Tax ReturnsReturn for the Straddle Period (after giving effect to any valid extensions), including extensions. or five days after the final determination thereof (cper the above), the amount of the Tax liability for the Straddle Period that Sellers are responsible for as determined in Section 6.04(b) Any regular periodic and this Section 6.04(e). All Tax charges paid by Seller or Buyer Returns with respect to any a Straddle Period or a Pre-Closing Tax Period shall be prepared in a manner consistent with past practices of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing DateCompany.

Preparation of Tax Returns. (a) Seller CCA shall timely prepare and file, or shall cause to be timely prepared and filed, all income and franchise Tax Returns (including for the avoidance of doubt, any computations and returns required for UK Tax or VATA purposes) for API for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with past practice, unless contrary treatment is required by an intervening change in Law. CCA shall permit API 2 to review and comment on each such Tax Return described in the preceding sentence prior to filing, but CCA shall have the final determination as to information to be included in such filed returns. To the extent permitted by applicable Law, CCA shall include any income, gain, loss, deduction or other Tax items for such periods on its Tax Returns. (b) For purposes of this Agreement, the amount of Taxes of API attributable to the pre-Closing portion of any taxable period beginning before and ending after the Closing Date (the "STRADDLE PERIOD") shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the appropriate Taxing authorities, all NonClosing Date being included in the pre-Income Tax Returns that are required to be filed with respect Closing portion of such Straddle Period (except to the Purchased Assets for extent of any Preextraordinary actions taken by API 2 after the Closing on the Closing Date); provided, however, real and personal property Taxes (which are not based on income) shall be determined by reference to the relative number of days in the pre-Closing Tax and post-Closing portions of such Straddle Period. Prior to the Closing, CCA shall estimate in good faith the amount, if any, of Taxes attributable to the pre-Closing portion of any Straddle Period and all Non-Income Taxes required to be paid shall subtract from such amount any estimated Tax payments made prior to the Closing Date (the amount so determined without regard being referred to extensions) and herein as the "ESTIMATED TAXES DUE"). Following the Closing, API 2 shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, file all Non-Income Tax Returns with respect to the Purchased Assets of API for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay and discharge all Taxes shown to be due on such Tax Returns. If the actual amount of Taxes attributable to the pre-Closing portion of the Straddle Period, less any estimated payments made prior to the Closing Date, exceeds the Estimated Taxes Due, then CCA, subject to the provisions of Section 10.07, shall pay to API 2 the amount of the excess. If the actual amount of Taxes attributable to the pre-Closing portion of the Straddle Period, less any estimated payments made prior to the Closing Date, is less than the Estimated Taxes Due, then API 2 shall pay to CCA the amount of the difference. Any payments by CCA or API 2 hereunder shall be made not later than ten (10) days prior to the due date of the applicable Tax Returns. CCA shall have a reasonable opportunity to review all such Non-Income Taxes. Buyer Tax Returns, which shall provide Seller with a draft of Tax Returns related be provided to the Straddle Period 30 CCA no later than fifteen (15) business days prior to the due date of such Tax Returns, including extensions. (c) Any regular periodic Notwithstanding anything to the contrary in this Agreement, neither API 2 nor CCA shall, or shall permit API to, file any amended Tax charges paid by Seller Return relating to API (or Buyer otherwise change such Tax Returns) with respect to any taxable periods ending on or prior to the Closing Date without a written consent of the Purchased Assetsother party if such amendment adversely affects the other party or API, including amounts payable unless required to do so by Law. (d) Any refunds of the Taxes of API, plus any interest received with respect to all real property, personal property and similar Taxes relating to thereto from the Purchased Assets which relate to periods both before and applicable taxing authorities for any pre-Closing period (including without limitation) refunds arising from amended Tax Returns filed after the Closing Date, ) shall be prorated and adjusted between Seller and Buyerfor the account of CCA and, with Buyer reimbursing Seller (on the Closing Date if received by ANTS, API 2 or API shall be paid to CCA within ten (10) business calendar days of after API 2 or API receives such refund, provided, however, API 2 may elect (or cause API to elect) to carryback losses from post-closing periods to pre-closing periods in which case the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is refunds attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount carryback shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator account of which is the number API 2. Any refunds or credits of days Taxes of API for any Straddle Period shall be apportioned between CCA and API 2 in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, same manner as the case may be, and the denominator of which liability for such Taxes is the number of days in the taxable apportioned above (except as described above with respect to a carryback from a post-closing period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Date).

Preparation of Tax Returns. (a) Seller ABB shall at its cost and expense cause the OGP Subsidiaries or Asset Sellers relating to the OGP Business to timely prepare and filefile all Tax Returns relating to such OGP Subsidiaries or to the OGP Business due on or before the Closing Date and, or where appropriate, shall cause to be timely prepared included in the consolidated federal Income Tax Returns (and filedthe federal, with state, local, canton, provincial or national Income Tax Returns of any jurisdiction in which ABB or any of its Affiliates files consolidated, combined, group or unitary Income Tax Returns) for all periods ending on or before or which include the appropriate Taxing authoritiesClosing Date, all Non-Income items of income, gain, loss, deduction and credit or other items (collectively, “Tax Items”) of the OGP Subsidiaries or Asset Sellers relating to the OGP Business which are required to be included therein. ABB shall provide, or cause to be provided, a copy of state, local and foreign Tax Returns that are required to be filed by it, the OGP Subsidiaries or the Asset Sellers with respect to the Purchased Assets for OGP Business under this paragraph, together with any Pre-Closing attachments to the extent such Tax Period Returns and all Non-Income Taxes required attachments relate solely to be paid the OGP Subsidiaries or the OGP Business, to the Purchaser ten (10) business days prior to the Closing Date due date for filing of such Tax Returns (determined without regard to taking into account proper extensions) ). Purchaser may review such Tax Returns and shall timely pay all such Non-Income Taxesprovide comments. (b) Buyer With respect to each Tax Return covering a taxable period ending on or before the Closing Date that is required to be filed after the Closing Date for, by or with respect to any of the OGP Subsidiaries or with respect to the OGP Business (other than the Tax Returns described in Section 7.02(a)), ABB shall at its cost and expense timely prepare and file, or file such Tax Return and shall cause to be timely prepared and filed, with the appropriate Taxing authorities, included in such Tax Return all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes Items required to be paid subsequent included therein. ABB shall provide, or cause to the Closing Date (determined without regard to extensionsbe provided, but not including any Non-Income Taxes that relate to Non-Income a copy of state, local and foreign Tax Returns that are required to be filed by it, the OGP Subsidiaries or the Asset Sellers with respect to the Purchased Assets for OGP Business under this paragraph, together with any Pre-Closing Tax Period) and all Non-Income Taxes due with respect attachments to the Straddle Period and shall timely pay all extent such Non-Income Taxes. Buyer shall provide Seller with a draft of Tax Returns related and attachments relate solely to the Straddle Period 30 OGP Subsidiaries or the OGP Business, to the Purchaser ten (10) business days prior to the due date for the filing of such Tax Returns, including Return (taking into account proper extensions. (c) Any regular periodic ). Purchaser may review such Tax charges paid by Seller or Buyer with respect to any Returns and provide comments. An exact copy of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes a Tax Return relating solely to the Purchased Assets which relate to periods both before OGP Subsidiaries and after the Closing Date, OGP Business shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within provided to Purchaser no later than ten (10) business days after such Tax Return is filed. (c) With respect to each Tax Return covering a Straddle Period that is required to be filed for, by or with respect to OGP Subsidiaries or Asset Sellers relating to the OGP Business (a “Straddle Period Return”), other than the Tax Returns described in Section 7.02(a), Purchaser shall cause such Straddle Period Return to be prepared and shall cause to be included in such Straddle Period Return all Tax Items required to be included therein. Purchaser shall determine in accordance with the provisions of Section 7.01(b), subject to review and agreement by ABB, the portion, if any, of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate due with respect to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of covered by such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges Straddle Period Return that is attributable to the portion Pre-Closing Taxable Period. At least 60 calendar days prior to the due date (including extensions) of such Straddle Period Return (or, if the financial statements for relevant entities are not available at such time, within 15 days after such statements become available, but in any event no later than 10 days prior to the due date (including extensions) of such Straddle Period Return), Purchaser shall deliver to ABB a copy of such Straddle Period Return along with Purchaser’s calculation (in reasonable detail) of the amount of Tax attributable to the Pre-Closing Taxable Period. After ABB’s review and approval of such Straddle Period Return (which approval shall not be unreasonably withheld or delayed), Purchaser shall cause the OGP Subsidiaries or OGP Purchasers (with respect to the OGP Business) to file timely such Straddle Period Return with the appropriate Taxing Authority and to pay timely the amount of Taxes shown to be due on such Straddle Period Return. (d) Subject to Section 7.01(a), when a Straddle Period Return is filed, Purchaser shall prepare a statement within ten calendar days of the filing of a Straddle Period Return showing (i) the aggregate amount of Taxes allocable to the Pre-Closing Taxable period as calculated by reference to such Straddle Period Return (the “Final Tax Amount”) and (ii) all Final Tax Amounts shown on previously filed Straddle Period Returns, and shall submit such statement to ABB for review and agreement thereupon by the parties hereto. Upon agreement by the parties hereto on the amount of the Final Tax Amount, to the extent the sum of (i) the Final Tax Amount shown on such Straddle Period Return and (ii) all Final Tax Amounts shown on previously filed Straddle Period Returns exceeds the total of the aggregate amount of Taxes previously paid by ABB and Taxes reserved on the Final Effective Date Balance Sheet with respect to all Straddle Periods, ABB shall promptly pay to Purchaser such excess amount. When all Straddle Period Returns have been filed, to the extent that the aggregate amount of Taxes paid by ABB or reserved on the Final Effective Date Balance Sheet is greater than the aggregate of all Final Tax Amounts shown on such Straddle Period Returns, Purchaser shall promptly pay ABB such excess amount. (e) All Tax Returns to be prepared pursuant to this Section 7.02 shall be prepared in a manner consistent with practices followed in prior years except for changes required by Law. (f) None of Purchaser or any Purchaser Affiliate shall (or shall cause or permit any OGP Subsidiary to) amend, refile or otherwise modify any Tax Return relating in whole or in part to any OGP Subsidiary with respect to a Pre-Closing Taxable Period without the prior written consent of ABB, unless required by Law to do so. Notwithstanding anything to the contrary in this Agreement, unless required by Law to do so, ABB shall not amend, refile or otherwise modify, or permit the OGP Subsidiaries or Asset Sellers (relating to the OGP Business) to amend, refile or otherwise modify, any state, local or foreign Tax Return, which relates solely to OGP Subsidiaries or the OGP Business, with respect to taxable periods ending on the Closing Date and or prior to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator amendment of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that (i) would be payable if inconsistent with prior practice and (ii) would materially adversely affect Purchaser, without the relevant tax period ended on the Closing Dateconsent of Purchaser (which shall not be unreasonably withheld or delayed).

Preparation of Tax Returns. (a) Seller shall timely will prepare and file, file (or shall cause to be timely prepared and filed, with ) in a timely manner the appropriate Taxing authorities, all Non-Income Tax Returns that are required to be filed with respect by the Company (after giving effect to any valid extensions of the Purchased Assets due date for filing any such Income Tax Returns) for any Pre-Closing Tax Period and Periods. Seller will timely pay (or cause to be timely paid) all Non-Income Taxes required to be paid prior to the Closing Date (determined without regard to extensions) shown as due and shall timely pay owing on all such Non-Income TaxesTax Returns. (b) Buyer will prepare and file (or cause to be prepared and filed) in a timely manner the Income Tax Returns of the Company for the Straddle Period; provided, however, that Buyer shall timely submit such Income Tax Returns to Seller with a proposed allocation of the Income Taxes in which Seller is responsible pursuant to Section 7.1 with respect to such Straddle Period (the "SELLER'S STRADDLE PERIOD ALLOCATION"), for review and approval, at least 45 days prior to the filing date (after giving effect to any valid extensions). Buyer will be responsible to pay (or cause to be paid) all Income Taxes shown as due and owing by the Company on all such Income Tax Returns. Within 15 days after receipt of the Income Tax Returns relating to a Straddle Period, Seller shall deliver to Buyer written notice of any disagreement with respect to the Income Tax Returns or the calculation of the Seller's Straddle Period Allocation. Buyer and Seller shall attempt to resolve any disputes with respect to such Income Tax Returns or calculations; provided that if they are unable to do so within 15 days after delivery of notice of the disagreement, such disputed items shall be submitted to the Independent Accountant for final determination, which determination shall be binding upon Buyer and Seller. The provisions of Section 2.6(c) shall apply to any dispute which is submitted to the Independent Accountant pursuant to this Section 7.4(b). Seller shall pay to Buyer on or before the date which is the later of three business days before the due date of the final Income Tax Return for the Straddle Period (after giving effect to any valid extensions), or five days after the final determination by the Independent Accountant, the amount of the Income Tax liability for the Straddle Period that Seller is responsible for as determined in Section 7.1 and this Section 7.4(b). Except as otherwise provided in this Section 7.4, Buyer will also prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, any and all Non-Income other Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to by the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to the Straddle Period and shall timely pay all such Non-Income TaxesCompany. Buyer shall provide Seller with a draft of Tax Returns related will be responsible to pay (or cause to be paid) all Taxes shown as due and owing by the Straddle Period 30 days prior to the due date of Company on all such Tax Returns, including extensions. (c) Any regular periodic . All Tax charges paid by Seller or Buyer Returns shall be prepared in a manner consistent with respect to any the past practices of the Purchased AssetsCompany and Seller, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid unless otherwise required by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Dateapplicable law.

Preparation of Tax Returns. (ai) Seller The Sellers’ Representative shall timely prepare and fileprepare, or shall cause to be timely prepared and filed, with the appropriate Taxing authoritiesprepared, all Non-Income income Tax Returns that are required to be filed of TopCo with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to that are filed after the Closing Date (determined without regard to extensionsthe “Seller Prepared Tax Returns”). All such Seller Prepared Tax Returns shall be prepared at the cost and expense of the Sellers’ Representative (for the benefit of the TopCo Sellers) and in a manner consistent with past practice and this Agreement, except as otherwise required by Applicable Laws. The Sellers’ Representative shall timely pay all deliver a draft of such Non-Income TaxesSeller Prepared Tax Returns (together with any related workpapers, formulary apportionment calculations and supporting materials) to Buyer for its review and comment not less than thirty (30) days prior to the date on which such Seller Prepared Tax Returns are due to be filed (taking into account any applicable extensions). Within fifteen (15) days following Buyer’s receipt of any Seller Prepared Tax Return, Buyer shall notify the Sellers’ Representative in writing with any comments to such Seller Prepared Tax Return. The Sellers’ Representative shall consider any such reasonable comments of Buyer with respect to such Seller Prepared Tax Returns in good faith and Buyer shall file or cause to be filed such Seller Prepared Tax Return. (bii) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns of TopCo for the Pre-Closing Tax Periods and Straddle Periods due after the Closing Date that are not Seller Prepared Tax Returns (the “Buyer Prepared Tax Returns”). The cost and expense of such preparation and filing with respect to the Purchased Assets Buyer Prepared Tax Returns for any PostPre-Closing Tax PeriodsPeriods shall be borne by the Sellers’ Representative (for the benefit of the TopCo Sellers) and the cost and expense of such preparation and filing with respect to Buyer Prepared Tax Returns for Straddle Periods shall be equitably apportioned between Buyer, all Non-Income Taxes required on the one hand, and the Sellers’ Representative (for the benefit of the TopCo Sellers), on the other hand, based on the number of days in such Straddle Period occurring prior to be paid subsequent to or on the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income and the number of days in such Straddle Period occurring after the Closing Date. Schedule 8.1(b) sets forth a complete and correct list of the Buyer Prepared Tax Returns. All Buyer Prepared Tax Returns that shall be prepared in a manner consistent with past practice and this Agreement, unless otherwise required by Applicable Laws. Buyer shall deliver a draft of any income or other material Buyer Prepared Tax Returns to the Sellers’ Representative for its review and comment as soon as reasonably practicable (which, in the case of income Tax Returns, shall be not less than thirty (30) days) prior to the date on which such Buyer Prepared Tax Returns are required due to be filed (taking into account any applicable extensions). As soon as reasonably practicable (which, in the case of income Tax Returns, shall be within fifteen (15) days) following the Sellers’ Representative’s receipt of any such Buyer Prepared Tax Return, the Sellers’ Representative shall notify Buyer in writing with respect any comments to such Buyer Prepared Tax Return. To the Purchased Assets for extent such comments relate to any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period) and all Non-Income Taxes due , Buyer shall consider such reasonable comments of the Sellers’ Representative with respect to such Buyer Prepared Tax Returns in good faith. Notwithstanding anything herein to the Straddle Period contrary, and shall timely pay all such Non-Income Taxes. for the avoidance of doubt, Buyer shall not be required to provide Seller with a draft any U.S. federal consolidated income Tax Return (or any combined, consolidated, unified or similar income Tax Return) required to be filed by Buyer or any of its Affiliates as the “common parent” of an “affiliated group” (within the meaning of Section 1504 of the Code or any similar or analogous provision of applicable income Tax Returns related law), or any portion thereof, in any form or manner whatsoever to any other Person pursuant to this Agreement, and in no event shall the Straddle Period 30 days prior Sellers’ Representative have any right to the due date of review or comment on any such Tax Returns, including extensionsReturn or any position taken therein. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Date.