Common use of Responsibility for Filing Tax Returns Clause in Contracts

Responsibility for Filing Tax Returns. (i) The Sellers shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all Tax Returns with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b). (iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv).

Responsibility for Filing Tax Returns. (i) The Sellers Paladin shall use its reasonable best efforts to cause to be prepared all Income Tax Returns for Paladin OP and the Subsidiaries for all periods ending on or prior to the Closing Date the due dates of which are after the Closing Date (the “Paladin Returns”). All Paladin Returns shall be timely prepared in a manner consistent with the past practice of Paladin OP and the Subsidiaries with respect to the treatment of specific items on the Paladin Returns, unless such treatment does not have sufficient legal support to avoid the imposition of penalties, fines, or similar amounts. Paladin shall use its reasonable best efforts to cause each of the Paladin Returns to be submitted to Parent at least fifteen (15) calendar days before the due date for the filing of the Paladin Return (taking into account any extensions) and Parent shall have the right to review and comment on the Paladin Returns. Paladin shall use its reasonable best efforts to cause all reasonable comments from Parent to be reflected on the Paladin Returns to the extent the comments are consistent with the standard set forth above. Paladin will timely pay all Taxes of Paladin OP and the Subsidiaries attributable to Pre-Closing Tax Period, including all Taxes shown as payable on the Paladin Returns. (ii) Parent shall prepare or cause to be timely prepared, prepared and timely file or cause to be timely filed all any (A) Tax Returns with respect to Taxes based on income or gains of each of Paladin OP and the Companies Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date (the “Straddle Period”) and (B) any non-Income Tax Returns for Paladin OP and the Subsidiaries for all taxable years or periods ending on or prior to the Closing Date Date, in each case, the due date (“Pre-Closing Date Tax Periods ”including extensions of time to file) first due of which is after the Closing Date (the “Pre-Closing Income Tax Buyer Returns”). All Pre-Closing Income Tax Buyer Returns shall be prepared and filed in compliance a manner consistent with all applicable Tax Lawsthe past practice of Paladin OP and the Subsidiaries with respect to the treatment of specific items on Parent Returns, unless such treatment does not have sufficient legal support to avoid the imposition of penalties, fines, or similar amounts. The Sellers Parent shall provide submit each of the Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty Returns to Paladin at least fifteen (3015) calendar days prior to before the due date thereof for the filing of the Buyer Return (taking all valid extensions into accountaccount any extensions) and Paladin shall permit Buyer have the right to review and comment on the Buyer Returns. Parent shall reflect all reasonable comments from Paladin on the Buyer Returns to the extent such comments are consistent with the standard set forth above. At least five (5) calendar days before each Buyer Return is due to be filed, Paladin shall pay to Parent the amount of Taxes shown as payable on the Buyer Return that is attributable to the Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect Period and any refunds due to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers Paladin OP shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause paid by Parent to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b)Paladin. (iii) With respect Paladin and Parent shall not take any action, or permit any action to be taken, that may prevent the Tax year of Paladin OP or any dispute or controversy relating to of the preparation Subsidiaries from ending for all relevant Tax purposes at the end of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer day on which the Closing occurs and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the partiesshall, to the Accounting Firm. The Accounting Firm shall be instructed extent permitted by applicable Law, elect with the relevant taxing authority to prepare treat for all purposes the Closing Date as the last day of a taxable period of Paladin OP and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution each of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)Subsidiaries.

Responsibility for Filing Tax Returns. (i) The Sellers Blocker Owners (or their designees) shall timely prepare prepare, or cause to be timely prepared, and timely file or cause to be timely filed all Tax Returns with respect to Taxes based on income or gains of each of for the Companies Blocker Entities for all taxable years or periods ending on or prior to before the Closing Date (each a “Pre-Closing Date Tax Periods Return”) first due after and the Closing Date (“Parties agree that the Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance a manner consistent with all applicable Tax Lawsthe Blocker Entities’ past practices. The Sellers Parent shall provide Buyer cooperate with a draft of each the Blocker Owners in filing such Pre-Closing Income Tax Return no later than thirty Returns, including causing the Blocker Entities to sign such returns. At least twenty (3020) days prior to the due date thereof on which any Pre-Closing Tax Return is required to be filed (taking all into account any valid extensions into account) and extensions), the Blocker Owners shall permit Buyer to review and comment on submit such Pre-Closing Income Tax ReturnsReturn to Parent for Parent’s review. The Sellers Parent shall address provide written notice to the Blocker Owners of its disagreement with any items in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Return within ten (10) days of its receipt of such Pre-Closing Tax Return, and if Parent fails to provide such notice, such Pre-Closing Tax Return shall become final and binding upon the parties hereto, and Parent shall file such Pre-Closing Tax Return as prepared by the Blocker Owners. (ii) Parent (or its designee) shall prepare, or cause to be prepared, all Tax Returns for the Blocker Entities for all Straddle Periods (“Straddle Period Tax Returns; provided, ”) and the Parties agree that Buyer must provide the Sellers Straddle Period Tax Returns shall be prepared in a manner consistent with its comments no later than fifteen the Blocker Entities’ past practices. At least twenty (1520) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on which any Straddle Period Tax Return with respect is required to be filed (taking into account any valid extensions), Parent shall submit such Straddle Period Tax Returns to the Interim Blocker Owners for the Blocker Owner’s review. The Blocker Owners shall provide written notice to Parent of its disagreement with any items in such Straddle Period as determined in accordance with Section 6.7(b). (iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(iwithin ten (10) or (ii) (including whether comments days of Buyer or its receipt of such Straddle Period Tax Return, and if the RepresentativeBlocker Owners fail to provide such notice, as applicable, should be incorporated therein), Buyer such Straddle Period Tax Return shall become final and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, binding upon the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)hereto.

Responsibility for Filing Tax Returns. (i) The Sellers shall timely prepare or cause to be timely prepared and file or cause to be filed (with the cooperation of the Purchaser) any (i) partnership income Tax Returns for the Company or its Subsidiaries and (ii) any income Tax Returns for the Blocker Corp, in each case, with respect to taxable periods ending on or before the Closing Date. For the purpose of preparing the Tax Returns described in the preceding sentence, (x) the parties agree that the 2012 partnership income Tax Returns for the Company and Actient Therapeutics LLC shall be prepared in a manner consistent with the final Schedules K-1 distributed with respect thereto and (y) for any partnership or other flow-through entity in which the Company or its Subsidiaries own an interest (directly, or through other partnerships or flow-through entities) whose taxable year does not end on the Closing Date, the Purchaser shall prepare or caused to be prepared, at the Sellers’ sole cost and expense, pro forma income Tax Returns reflecting a “closing of the books” for such partnership or flow-through entity as of the end of the Closing Date and provide such pro forma Tax Returns to the Representative at least thirty (30) days prior to the date any Tax Returns described in the preceding sentence are required to be filed; provided, that the parties hereto agree that the pro forma Tax Return for Actient Therapeutics LLC will reflect an adjustment to reverse any overallocation of items of income to Slate Pharmaceuticals, Inc. for 2012 (and corresponding underallocation to Actient Holdings LLC). The Representative shall be entitled to review and comment on any such pro forma Tax Return and the Purchaser shall accept and reflect on such pro forma Tax Return any reasonable comments provided by the Representative and any Tax Returns filed or caused to be filed by the Purchaser pursuant to this Section 8.03(b) shall be consistent with the pro forma Tax Returns reflecting the reasonable comments of the Representative. The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all other Tax Returns with respect to Taxes based on income or gains of each of for the Companies Company and its Subsidiaries and the Blocker Corp for all taxable years periods (or periods portions thereof) ending on or prior to or including the Closing Date the due date of which (“Pre-Closing Date Tax Periods ”including extensions) first due is after the Closing Date (“Pre-Closing Income Date. Each such Tax Returns”). All Pre-Closing Income Tax Returns Return shall be prepared and timely filed in compliance a manner consistent with all past practice, except as otherwise required by a change in applicable Tax LawsLaw. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than At least thirty (30) days prior to the due date thereof (taking all valid extensions into account) and on which each such Tax Return is required to be filed, the Purchaser shall permit Buyer submit such Tax Return to the Representative for the Representative’s review and comment approval as provided in the third-to-last sentence of this Section 8.03(b). The Purchaser shall accept and reflect on such Pre-Closing Income Tax ReturnsReturn any reasonable comments provided by the Representative. The Sellers No Tax Return described in this Section 8.03(b) shall address in good faith Buyer’s comments made with respect be filed without the written consent of Representative, which consent may not be unreasonably withheld, conditioned or delayed. If the parties are unable to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than resolve any dispute arising under this Section 8.03(b) within fifteen (15) days prior to for the final due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income filing an applicable Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b). (iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated thereinavailable automatic extensions), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolutionto the Valuation Firm, which resolution shall be final, conclusive will promptly determine those matters in dispute (based on presentations from the parties and binding not based on the parties, its independent review) and will render a written report as to the Accounting Firmdisputed matters. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees costs and expenses of the Accounting Valuation Firm shall will be paid in a manner similar to that set forth in Section 2.6(a)(iv)split evenly by the Purchaser and the Representative.

Responsibility for Filing Tax Returns. (i) The Sellers Sellers’ Representative shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed prepared all Tax Returns with respect for the Holding Companies and their Subsidiaries that are required to Taxes based on income or gains of each of be filed after the Companies Closing Date for all taxable years or any Tax periods ending on or prior to before the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax ReturnsPeriods”). All Pre-Closing Income , in accordance with the prior custom and practice of such entities in filing their Tax Returns except to the extent required by applicable Law, and Buyer shall file or cause to be prepared filed such Tax Returns in compliance with all applicable Tax Lawsa timely manner. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return As soon as reasonably practicable and in no later event less than thirty twenty (3020) days prior to the due date thereof (taking all valid extensions into account) and for filing any such Tax Return, Sellers’ Representative shall permit Buyer to review and comment on each such Pre-Closing Income Tax ReturnsReturn. The Sellers Within ten (10) days of receipt of any such Tax Return, Buyer shall address provide its comments to such Tax Return. Sellers’ Representative shall incorporate any reasonable comments of Buyer, and Sellers’ Representative and Buyer shall endeavor in good faith Buyer’s comments made to resolve any disputes with respect to such Pre-Closing Income comments prior to filing any such Tax Returns; providedReturn. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Holding Companies and their Subsidiaries for Straddle Periods, that Buyer must provide in accordance with the Sellers with its comments prior custom and practice of such entities in filing their Tax Returns except to the extent required by applicable Law. As soon as reasonably practicable and in no later event less than fifteen twenty (1520) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and filing any such Tax ReturnReturn for a Straddle Period, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Sellers’ Representative to review and comment on each such Pre-Closing Non-Income Tax Returns and Straddle Period Return. Within ten (10) days of receipt of any such Tax ReturnsReturn, Sellers’ Representative shall provide its comments to such Tax Return. Buyer shall address incorporate any reasonable comments of Sellers’ Representative, and Sellers’ Representative and Buyer shall endeavor in good faith the Representative’s comments made to resolve any disputes with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account)filing any such Tax Return. Buyer shall timely pay (or cause to be responsible for paying paid) all Taxes relating to Tax Returns covered by this Section 6.8(b), and the U.S. Partnerships or the Sellers (or the MIPC Sellers in the case of each Tax Returns of MIPC, and PGGM in the case of Tax Returns of PGGM Blocker) on behalf of the Companies shown as due on U.S. Partnerships shall reimburse Buyer for payment of any such Taxes if and to the extent the same are Pre-Closing Taxes (except to the extent that any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; providedTaxes are reflected in the computation of the Final Purchase Price). Upon reasonable request, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return U.S. Partnerships and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b). (iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative Sellers shall cooperate with one another in good faith regard to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive Tax compliance and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)reporting matters.

Responsibility for Filing Tax Returns. (i) The Sellers Sellers’ Representative shall timely prepare prepare, or cause to be timely prepared, and timely file file, or cause to be filed, on a timely filed basis all Tax Returns with respect to Taxes based on income or gains of each of the Companies Target for all taxable years or periods ending on or prior to the Closing Date (a “Pre-Closing Date Tax Periods Period”) first due ), including those that are filed after the Closing Date (“Pre-Closing Income Tax Returns”)Date, in a manner which is consistent with past practice except for changes in applicable Law or changes in fact. All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers Sellers’ Representative shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than Period Tax Returns (including supporting work papers and any other information reasonably requested by Buyer) to Buyer at least thirty (30) days prior to the due date thereof on which such Tax Returns are required to be filed (taking all valid extensions into accountconsideration applicable extensions) and shall permit Buyer to for its review and comment on such comment. Within ten (10) days after the receipt of any Pre-Closing Income Tax ReturnsPeriod Tax Return, Buyer will submit to Sellers’ Representative in writing any proposed changes to such Tax Return. The Sellers shall address Buyer and Sellers’ Representative will endeavor in good faith Buyer’s comments made to resolve any differences with respect to such the Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than Period Tax Return within fifteen (15) days prior to the due date thereof (taking all valid extensions into account)after Sellers’ Representative’s receipt of written proposed changes from Buyer. The Sellers shall be responsible for paying timely pay all Target’s Taxes of each of the Companies shown as due on and owing with respect to any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). In the case of any Tax Return for a Straddle Period, such Tax Returns shall be prepared by Buyer in a manner consistent with past practice except for changes in applicable Law or changes in fact. Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and any Straddle Period Tax Return no later than Returns (including supporting work papers and any other information reasonably requested by Sellers’ Representative) to Sellers’ Representative at least thirty (30) days prior to the due date thereof on which such Tax Returns are required to be filed (taking all valid extensions into accountconsideration applicable extensions) and shall permit the Representative to for its review and comment on comment. Within ten (10) days after the receipt of any Straddle Period Tax Return, Sellers’ Representative will submit to Buyer in writing any proposed changes to such Tax Return. Buyer and Sellers’ Representative will endeavor in good faith to resolve any differences with respect to the Straddle Period Tax Return within five (5) days after Buyer’s receipt of written proposed changes from Sellers’ Representative. Sellers’ Representative shall timely pay all Target Taxes due and owing with respect to any Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect as determined pursuant to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into accountSection 6(b)(iii). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Any unresolved disputes regarding a Pre-Closing Non-Income Tax Period Tax Return or Straddle Period Tax Return will be resolved by the Arbitrating Accountant (or another nationally recognized independent public accounting firm agreed upon by Buyer and Sellers’ Representative), the costs of which shall be borne by each Party in the percentage inversely proportionate to the percentage of the total amount of the total items submitted for dispute that are resolved in such Party’s favor. The determination of the Arbitrating Accountant shall be binding on the Parties. In the event the Arbitrating Accountant does not resolve any disputed issue prior to the due date for such Tax Return; provided, however, that then such Tax Return shall be filed as previously prepared by Sellers’ Representative shall, within 5 Business Days of demand by or Buyer, pay as applicable, (ireflecting any changes agreed to by Buyer and Sellers’ Representative) all Taxes and Buyer shall use reasonable efforts to file an amended Tax Return to reflect the Arbitrating Accountant’s final resolution of either such disputed issue. Except as otherwise required by Law, without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Companies shown as due on Sellers’ Representative, neither Buyer nor Target shall (A) file any Tax Return (amended or otherwise) with respect to Target for any Pre-Closing Non-Income Tax Return and Period or (iiB) Taxes on enter into any Straddle Period closing agreement, settle any Tax Return with respect claim or assessment relating to the Interim Period as determined in accordance with Section 6.7(b). (iii) With respect Target, surrender any right to claim a refund of Taxes, consent to any dispute extension or controversy waiver of the limitation period applicable to any Tax claim or assessment relating to Target for any Pre-Closing Tax Period, or take any other similar action relating to the preparation filing of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representativepayment of any Tax, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, each case to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and extent such action would increase the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution Tax liability of Sellers or the matter. The fees and expenses liability of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)Sellers under this Agreement.

Responsibility for Filing Tax Returns. (i) The Sellers Stockholder Representative, at the cost and expense of the Company, shall timely prepare prepare, or cause to be timely prepared, and shall timely file file, or cause to be timely filed filed, all Tax Returns with respect to Taxes based on income or gains of each of the Companies Company and its Subsidiaries for all taxable years or periods ending on or prior to the Closing Date (“any Pre-Closing Date Tax Periods ”) first due after Period (the Closing Date (“Pre-Closing Income Tax Company Prepared Returns”). All Pre-Closing Income Tax Such Company Prepared Returns shall be prepared on a basis consistent with existing procedures and practices and accounting methods, and, to the extent applicable, the conventions provided in compliance with all applicable Tax LawsSection 4.15(a)(iv). The Sellers Stockholder Representative shall use commercially reasonable efforts to provide Buyer copies of such Company Prepared Returns to Parent and its authorized representatives for review at least thirty (30) days prior to the filing thereof, and shall make such revisions to such Company Prepared Returns as are reasonably requested by Parent at least ten (10) days prior to the filing due date with a draft of each such Pre-Closing Income Tax Return no later than respect thereto. At least thirty (30) days prior to the due date thereof (taking all valid extensions into account) of any Company Prepared Return due after the Closing Date that needs to be signed by the Company or its Subsidiaries, the Stockholder Representative shall submit such Company Prepared Return to Parent and Parent shall permit Buyer cause the Company or its Subsidiaries to review sign and comment on such Pre-Closing Income Tax Returnstimely file the Company Prepared Return in the form submitted by the Stockholder Representative. The Sellers Company Stockholders shall address in good faith Buyer’s comments made pay or cause to be paid all Taxes with respect to such Pre-Closing Income periods and such Tax ReturnsReturns (excluding any Taxes included in the Final WC Statement or in Transaction Expenses); provided, however, that Buyer must provide in lieu of receiving payment from the Sellers with Company Stockholders Parent may in its comments no later than fifteen (15) days prior sole discretion elect to offset an amount equal to such amount from the amount owed by Parent pursuant to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax ReturnNote. (ii) Buyer Parent, at its sole cost and expense, shall timely cause the Company and its Subsidiaries to prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of the Company and its Subsidiaries for all Post-Closing Tax Periods, including for such purposes, any Straddle Period (the “Parent Prepared Returns”) provided Parent Prepared Returns shall exclude Form 1120 to be filed by or on behalf of the Company for its final tax period before entering the consolidated group of Parent. Parent shall utilize (and cause the Company and each of its Subsidiaries to utilize) mutually agreed accounting firm to prepare the Companies Tax Returns for all taxable years or periods ending any Straddle Period of the Company and its Subsidiaries. To the extent that a Parent Prepared Return relates to a Straddle Period, such Tax Return shall be prepared on or a basis consistent with existing procedures and practices and accounting methods of the Company and its Subsidiaries in effect as of the Closing Date to the extent permitted by applicable law, using the same tax preparers as were used prior to the Closing Date first due after and, to the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end onextent applicable, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”conventions provided in Section 4.15(a)(iv). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than At least thirty (30) days prior to the due date thereof (taking all valid extensions into account) and of any Parent Prepared Return that relates to a Straddle Period, Parent shall permit provide a draft of such Tax Return to the Stockholder Representative to for the Stockholder Representative’s review and comment on comment. Parent shall make such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect revisions to such Tax Returns; provided, that the Parent Prepared Returns as are reasonably requested by Stockholder Representative must provide Buyer with comments no later than fifteen at least ten (1510) days prior to the filing due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b)thereto. (iii) With Except as required by law, Parent shall not, and shall not allow the Company or any of its Subsidiaries to, file or amend any Tax Return of the Company or its Subsidiaries for a Pre-Closing Tax Period or Straddle Period or otherwise initiate (or otherwise participate in) any other Company Approved Tax Matter without the prior written permission of the Stockholder Representative. (iv) Parent and the Stockholder Representative agree with respect to certain Tax matters as follows: (A) That no election shall be made to waive the carry back of Tax credit incurred or realized in a Pre-Closing Tax Period by the Company or any dispute or controversy relating of its Subsidiaries; and (B) To treat any indemnification payments as adjustments to the preparation Merger Consideration for all relevant Tax purposes. Unless otherwise required by a determination of a Governmental Authority that is final, Parent shall not (and Parent shall cause the Company and its Subsidiaries not to) file a Tax Return that is inconsistent with any agreement pursuant to this Section 4.15(a)(iv), and Parent shall not (and Parent shall cause the Company and its Subsidiaries not to) take any position during the course of any Tax Return addressed by Contest or other audit or proceedings that is inconsistent with any agreement pursuant to this Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv4.15(a)(iv).

Responsibility for Filing Tax Returns. (i) The Sellers shall prepare in a manner consistent with past practice and timely prepare file any Pre-Closing Separate Return that is required by Applicable Law to be filed on or before the Closing Date and shall timely pay, or cause to be timely preparedpaid, and timely file or cause to be timely filed all Tax Returns with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first relevant Taxing Authority the amount shown as due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Separate Return. (ii) Buyer In the case of any Pre-Closing Separate Return for Income Taxes that is required by Applicable Law to be filed after the Closing Date, Sellers shall timely prepare prepare, or cause to be timely prepared, in a manner consistent with past practice such Pre-Closing Separate Return (except as otherwise required by Applicable Law) and timely file deliver any such Pre-Closing Separate Return related to Income Taxes (or substantially completed drafts of such Pre-Closing Separate Returns) to Purchaser for review and comment at least 30 Business Days before it is due. Sellers shall consider in good faith Purchaser’s reasonable comments received by Sellers within 10 Business Days of Purchaser’s receipt of such Pre-Closing Separate Return in the case of a Pre-Closing Separate Return for Income Taxes and, to the extent necessary, deliver an amended Pre-Closing Separate Return to Purchaser. Purchaser shall file, or cause to be timely filed, such amended Pre-Closing Separate Return with the relevant Taxing Authority. In the case of any material Pre-Closing Separate Return that is not for Income Taxes and that is required by Applicable Law to be filed after the Closing Date, Purchaser shall prepare, or cause to be prepared, in a manner consistent with past practice such Pre-Closing Separate Return (except as otherwise required by Applicable Law) and deliver any such Pre-Closing Separate Return (or substantially completed drafts of such Pre-Closing Separate Returns) to Sellers for review and comment within a reasonable period of time (and in any event no later than three (3) Business Days) before it is due. With Sellers’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), Purchaser shall file, or cause to be filed, such Pre-Closing Separate Return with the relevant Taxing Authority; provided, that in all noncases Purchaser shall be entitled to file such Pre-income Tax Closing Separate Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first date that they are due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on amend any such Pre-Closing NonSeparate Returns after they are filed if such amendment is reasonably requested by Sellers. All reasonable out-Income of-pocket expenses of Purchaser related to such amendment shall be paid by Sellers. (iii) Purchaser shall prepare, or cause to be prepared, in a manner consistent with past practice (except as otherwise required by applicable Law) all Tax Returns required to be filed by or with respect to each Acquired Company for any Straddle Period, other than a Tax Return or with respect to a Seller Consolidated Group (the “Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days Returns”). Purchaser shall deliver any such Straddle Period Tax Return related to Income Taxes and any other such material Straddle Period Tax Return (or substantially completed drafts of demand by Buyer, pay such Straddle Period Tax Returns) to Sellers for review and comment (i) all at least 30 Business Days before it is due in the case of a Straddle Period Tax Return for Income Taxes or (ii) within a reasonable period of either time (and in any event no later than 3 Business Days) before it is due in the case of a material Straddle Period Tax Return (for Taxes other than Income Taxes). Purchaser shall consider in good xxxxx Xxxxxxx’ reasonable comments relating to the Companies shown as due on any Pre-Closing Non-Income Tax Period received by Purchaser within either (y) 10 Business Days after Sellers received such Straddle Period Tax Return and from Purchaser in the case of a Straddle Period Tax Return for Income Taxes or (iiz) a reasonable period of time before it is due in the case of a material Straddle Period Tax Return for Taxes on any other than Income Taxes, and, to the extent necessary, deliver an amended Straddle Period Tax Return to Sellers. Purchaser shall file, or cause to be filed, such amended Straddle Period Tax Return with respect the relevant Taxing Authority; provided, that if Sellers and Purchaser are unable to the Interim Period as determined in accordance with Section 6.7(b). (iii) With respect to resolve any dispute or controversy relating to the preparation content of any a Straddle Period Tax Return addressed after Purchaser has considered Sellers’ comments in good faith, the item or items in dispute shall be resolved by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer Accounting Arbitrator and the Representative dispute resolution procedure of Section 2.5 shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firmgovern. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representativecosts, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm Arbitrator shall be paid borne in a the manner similar to that set forth described in Section 2.6(a)(iv2.5(c)(iii). If any dispute pursuant to this Section 5.12(a)(iii) is not resolved by the time the relevant Straddle Period Tax Return is due, Purchaser shall timely file such Straddle Period Tax Return in its discretion, but any payments required pursuant to this Agreement with respect to such Straddle Period Tax Return shall be based on the final resolution of the dispute; provided, that Purchaser shall provide Sellers with a copy of any Straddle Period Tax Return not submitted to Seller for review pursuant to this Section 5.12(a)(iii) no later than ten (10) Business Days after filing such Straddle Period Tax Return. (iv) At least two Business Days before the due date of any Pre-Closing Separate Return filed after the Closing Date or any Straddle Period Tax Return, Sellers shall pay to Purchaser the amount for which Sellers have an indemnification obligation pursuant to Section 8.3.

Responsibility for Filing Tax Returns. (i) The Sellers Sellers’ Representative shall timely prepare prepare, or cause to be timely prepared, and timely file file, or cause to be filed, on a timely filed basis all Tax Returns with respect to Taxes based on income or gains of each of the Companies Target and its Subsidiaries for all taxable years or periods ending on or prior to the Closing Date (a “Pre-Closing Date Tax Periods Period”) first due ). Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all other Tax Returns with respect Target and its Subsidiaries for taxable periods beginning after the Closing Date (a “PrePost-Closing Income Tax ReturnsPeriod”). All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, prepared and timely file or cause to be timely filed all non-income Tax Returns of each of with respect to Target and its Subsidiaries for Tax periods which begin in the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing NonTax Period and end after the Pre-Income Closing Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date Period (any such period, a “Straddle Period” and ”). Sellers shall pay to Buyer, no later than five (5) Business Days after any demand by Buyer, with respect to such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide Returns an amount equal to the Representative with a draft portion of each such Taxes which relates to the Pre-Closing Non-Income Tax Period (as determined pursuant to Section 6(c)(ii) hereof). In the case of any Tax Return and with respect to a Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and Period, Buyer shall permit the Sellers’ Representative to review and comment on such Pre-Closing Non-Income Tax Return prior to filing and shall give due regard to any such comments. Other than Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; providedStraddle Periods that Buyer is obligated to prepare pursuant to this section, that the Representative must provide neither Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer nor Target nor its Subsidiaries shall be responsible for paying all Taxes of each of the Companies shown as due on file any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period amended Tax Return with respect to Target or any of its Subsidiaries for any Pre-Closing Period without the Interim Period as determined in accordance with Section 6.7(b). (iii) With respect to any dispute prior written consent of Sellers’ Representative, which shall not be unreasonably withheld, delayed or controversy relating conditioned. Notwithstanding anything to the preparation contrary in this Section 6(c)(i), if Buyer is notified in writing by a Governmental Entity that Target or any of any its Subsidiaries is required to file a Tax Return addressed by Section 6.7(a)(i) for any Pre-Closing Tax Period that Sellers’ Representative did not file or (ii) (including whether comments of Buyer or the Representative, as applicable, should cause to be incorporated therein)filed, Buyer and may file such Tax Return any time following the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution expiration of the matter. The fees and expenses five (5) Business Day period following written notice to Sellers’ Representative of the Accounting Firm shall be paid in a manner similar Buyer’s intention to that set forth in Section 2.6(a)(iv)file such Tax Return.

Responsibility for Filing Tax Returns. (i) The Sellers Seller (at the sole cost and expense of the Companies) shall timely prepare or cause to be timely prepared, prepared and timely file or cause to be timely filed all Tax Returns with respect to Taxes based on income or gains of each of for the Companies for all taxable years or periods ending on or prior to the Closing Date (“any Pre-Closing Date Tax Periods ”Period (other than a Straddle Period) first due after (collectively, the Closing Date (“Pre-Closing Income Tax Company Returns”). All Pre-Closing Income Tax such Company Returns shall be prepared and filed in compliance a manner consistent with all applicable Tax Lawsthe past practice of the Companies unless otherwise required by Applicable Law. The Sellers Seller shall provide submit each of the Company Returns to Buyer with a draft of each such Pre-Closing Income Tax Return no later than at least thirty (30) days (in the case of an income Company Return and a reasonable amount of time in the case of other Company Returns) prior to the due date thereof (taking all valid extensions into accountaccount any extensions) and Buyer shall permit Buyer have the right to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than Company Returns for a period of fifteen (15) days prior (in the case of an income Company Return and a reasonable amount of time in the case of other Company Returns) and Seller shall consider in good faith all comments from Buyer on such Company Returns to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of extent such comments are consistent with the Companies shown as due on any Pre-Closing Income Tax Returnstandard set forth in the previous sentence. (ii) Buyer (at the sole cost and expense of Buyer) shall timely prepare or cause to be timely prepared, prepared and timely file or cause to be timely filed all non-income Tax Returns for the Companies for any Straddle Period (the “Buyer Returns”). All such Buyer Returns shall be prepared and filed in a manner consistent with the past practice of the Companies, unless otherwise required by Applicable Law. Buyer shall submit each of the Companies for all taxable years or periods ending on or prior Buyer Returns to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than Seller at least thirty (30) days (in the case of an income Buyer Return and a reasonable amount of time in the case of other Buyer Returns) prior to the due date thereof (taking all valid extensions into accountaccount any extensions) and Seller shall permit have the Representative right to review and comment on such Pre-Closing Non-Income Tax Buyer Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than for a period of fifteen (15) days (in the case of an income Buyer Return and a reasonable amount of time in the case of other Buyer Returns) and Buyer shall consider in good faith all comments from Seller on such Buyer Returns (or any amended Buyer Return if any comments to such Buyer Returns are not resolved prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (iaccount extensions) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined extent such comments are consistent with the standard set forth in accordance with Section 6.7(b)the previous sentence. (iii) With respect Subject to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein4.1(b), Buyer and no amended Tax Returns for any Company for a Pre-Closing Tax Period or Straddle Period shall be filed without the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolutionprior written consent of Seller, which resolution consent shall not be finalunreasonably withheld, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)conditioned or delayed.

Responsibility for Filing Tax Returns. (i) Except to the extent otherwise required under applicable Law, the Parties shall treat the taxable year of the Company as ending for all Tax purposes at the end of the day on the Closing Date. The Sellers Equityholders’ Representative shall timely prepare or cause to be timely prepared, prepared and timely file or cause to be timely filed all income and franchise Tax Returns with respect to Taxes based on income or gains of each of for the Companies Company for all taxable years or periods the Tax Period ending on or prior to the day of the Closing Date (each, a “Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Final Pre-Closing Income Tax ReturnsReturn”). All Unless otherwise required by applicable Law, the Tax consequences resulting from the Spin Out shall be reflected on the Final Pre-Closing Income Tax Return and, unless otherwise required by applicable Law, the Equityholders’ Representative shall prepare such Final Pre-Closing Income Tax Returns shall be prepared in compliance a manner consistent with all applicable Tax Lawsthe past practice of the Company. The Sellers shall provide Buyer with a draft of each such Each Final Pre-Closing Income Tax Return no later shall be submitted to Parent for review and comment within one hundred fifty (150) days following the Closing Date and the Equityholders’ Representative shall consider in good faith any reasonable comments made by Parent prior to the filing of such Tax Return. Parent shall prepare and timely file all other Tax Returns of the Company or any of its Subsidiaries (other than Colorescience) (each, a “Parent Prepared Tax Return”) that are due after the Closing Date with respect to any Tax period ending on or before the Closing Date and any Straddle Period (for the avoidance of doubt, other than any Tax Returns that Colorescience is obligated to prepare pursuant to Section 1.8(b) of the Spin Out Agreement). Unless otherwise required by applicable Law, Parent shall prepare such Parent Prepared Tax Returns in a manner consistent with the past practices of the Company. If the Equityholders may be liable under this Agreement for any Taxes due with respect to such Parent Prepared Tax Returns, Parent shall submit such Parent Prepared Tax Returns to the Equityholders’ Representative for his review and comment at least thirty (30) days prior to the due date thereof of such Tax Return (taking all valid extensions into accountincluding extensions) and Parent shall permit Buyer revise such Tax Return to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s reflect any reasonable comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide by the Sellers with its comments no later than fifteen (15) days Equityholders’ Representative prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes filing of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay to the extent that both (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income such Tax Return is a Straddle Period return and (ii) Taxes on any the majority of the taxes payable for such Straddle Period Tax Return with respect are not allocable to the Interim Period as determined in accordance with Section 6.7(b). (iii) With respect to any dispute or controversy relating to portion of such period ending on the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the RepresentativeClosing Date, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate then Parent need only consider in good faith to resolve such dispute or controversy, but if they are unable to do so, any comments made by the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, Equityholders’ Representative prior to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution filing of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)such Tax Return.

Responsibility for Filing Tax Returns. (i) The Sellers shall timely Parent will prepare or cause to be timely prepared, prepared and timely file or cause to be timely filed all Tax Returns for the Company and its Subsidiaries that have not been filed as of the Closing Date. Parent will timely pay or cause to be timely paid any amount shown as due on such Tax Returns. All such Tax Returns that are with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall will be prepared in compliance a manner that is consistent with all the past custom and practice of the Company and its Subsidiaries, except as otherwise required by applicable Law. Neither the Company nor any of its Subsidiaries will waive any carryback of any net operating loss, capital loss or credit on any such Tax LawsReturn. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) At least 30 days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income which each Tax Returns. The Sellers shall address in good faith Buyer’s comments made Return with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax ReturnPeriod is due, Parent will submit such Tax Return to the Representative to provide the Representative with an opportunity to comment on and approve such Tax Returns (which approval will not be unreasonably withheld, conditioned or delayed). Parent will make any changes reasonably requested by the Representative in time for the Tax Return to be timely filed. (ii) Buyer shall timely prepare or cause With respect to the preparation of Tax Returns, Parent and the Representative agree that all Transaction Tax Deductions will be timely prepared, and timely file or cause treated as properly allocable to be timely filed the Pre-Closing Tax Period. Parent will include all non-income Transaction Tax Deductions as deductions in the Tax Returns of each of the Companies Company or its Subsidiaries for all taxable years or periods ending the Pre-Closing Tax Period that ends on or prior to the Closing Date first due after the Closing Date and will request a refund (“Pre-Closing Non-Income Tax Returns”rather than a credit against future Taxes) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible any overpayment for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return Period. For the portion of the day of the Closing after the time of Closing, other than the transactions expressly contemplated hereby, Parent will cause the Company and (ii) Taxes each of its Subsidiaries to carry on its business only in the ordinary course in the same manner as heretofore conducted. Parent, the Company and the Subsidiaries will not take any Straddle Period action, or permit any action to be taken, that may prevent the Tax Return with respect year of the Company and its Subsidiaries from ending for all relevant Tax purposes at the end of the day on which the Closing occurs and will, to the Interim Period extent permitted by applicable Law, elect with the relevant taxing authority to treat for all purposes the Closing Date as determined in accordance with Section 6.7(b)the last day of a taxable period of the Company and the Subsidiaries. (iii) With respect to any dispute or controversy relating to To the preparation of any extent the Transaction Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or Deductions are not fully utilized in the Pre-Closing Tax Period, the Representative, Parent and the Company consent and agree that the Company and each Subsidiary, as applicableappropriate, should be incorporated thereinwill elect to carry back any item of loss, deduction, or credit from any Transaction Tax Deductions to prior taxable years to the fullest extent permitted by Law (using any available short form or accelerated procedures and filing amended Tax Returns to the extent necessary), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do soParent, the parties shall submit Company and/or the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to Subsidiaries will prepare and deliver file, or cause to Buyer be prepared and the Representativefiled, as soon as reasonably practicable following the Closing Date, any claim for refund resulting from such carry back as part of the preparation and filing of the Tax Returns described in Section 10.01(a)(i) (and the Representative will have the review, comment and approval rights described in any event within fifteen the last sentence of Section 10.01(a)(i)). (15iv) days after its engagement), its resolution The Representative and Parent acknowledge and agree that no Tax Returns of the matter. The fees and expenses Company or any of its Subsidiaries for any Pre-Closing Tax Period shall reflect any acceleration of deferred revenue as a result of Parent’s, the Company’s or any of the Accounting Firm shall be paid Company’s Subsidiaries’ financial or acquisition accounting in a manner similar to that set forth in Section 2.6(a)(iv)conjunction with the transactions contemplated by this Agreement.

Responsibility for Filing Tax Returns. (i) The Sellers shall timely prepare Seller will be responsible for preparing and filing, or cause causing to be timely preparedprepared and filed, and timely file or cause to be timely filed (A) all Tax Returns with respect to Taxes based on income or gains of each of the Companies any Company Group Member for all taxable years or Taxable periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first that are due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date and (B) all Combined Tax Returns. With respect to any Tax Return described in clause (A) that are income Tax Returns of any Company Group Member (“Pre-Closing Non-Income Seller Prepared Tax Returns”) and all ), such Seller Prepared Tax Returns of either of the Companies for all taxable periods or years that includeshall be prepared in a manner consistent with past practice, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”)except as otherwise required by applicable Law. Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no No later than thirty (30) 30 days prior to the due date thereof for such Tax Return (taking all valid extensions into account) and shall permit or as soon as reasonably practicable prior to the Representative Closing Date if the Closing Date is within 30 days as of the date hereof), Seller will provide, or cause to be provided, Buyer with a draft of any such Seller Prepared Tax Returns. Buyer will have the right to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Seller Prepared Tax Return; provided, howeverthat Seller will not be required to request an extension of time for the filing of such Tax Return and Seller will have the right to file such Seller Prepared Tax Return even if Buyer has not completed its review of such Tax Return. If Buyer disputes any items shown on any such Seller Prepared Tax Return, that Representative shall, Buyer will notify Seller within 5 Business Days of demand by Buyer, pay 10 days after receiving such Seller Prepared Tax Return (i) all Taxes of either or if such Seller Prepared Tax Return was received within 10 days of the Companies shown Closing Date, as soon as reasonable practicable prior to the Closing Date). Seller and Buyer will negotiate in good faith and use commercially reasonable efforts to resolve any disputed items. Seller shall timely file, or shall cause to be timely filed, any such Seller Prepared Tax Returns with the appropriate Governmental Entity and shall timely pay, or cause to be paid, such Taxes reported as due and payable on any such Seller Prepared Tax Returns (and any other Tax Return described in clause (A) hereof). (ii) Buyer will, at its own expense, prepare or cause to be prepared and timely file, or cause to be timely filed, all Tax Returns of any Company Group Member (including any successors thereof) that have not yet been filed and are required to be filed after the Closing Date. Subject to Section 6.8(c), Buyer will be reimbursed by Seller for any Taxes owed by any Company Group Member (including any successors thereof) with respect to any Tax Returns for any Pre-Closing Non-Income Tax Return and Period, within 15 days after receipt by Seller of a notice from Buyer stating that payment by Buyer or any Company Group Member (iiincluding any successors thereof) of such Taxes on any Straddle Period Tax Return with respect has been made, except to the Interim Period extent such Taxes were specifically included as determined a liability in accordance with Section 6.7(b)Company Indebtedness or Net Working Capital in the Final Closing Statement. (iii) With respect to For purposes of determining the amount of Taxes included in Net Working Capital, Company Indebtedness, Seller Taxes and this Section 6.8(b), in the case of any dispute or controversy relating Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the portion of such Tax that relates to the preparation portion of such Taxable period ending on the Closing Date will (A) in the case of any Taxes other than Taxes based upon or related to income, gain or receipts, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (B) in the case of any Tax Return addressed by Section 6.7(a)(i) based upon or (ii) related to income, gain or receipts (including whether comments income Taxes and sales and use Taxes), be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date; provided, that (x) exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) that are actually available to be utilized will be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law, (y) any Transaction Tax Deductions for a Straddle Period will be allocated to the portion of the Straddle Period ending on the Closing Date to the extent permitted under applicable Law and (z) the portion of any Tax that is allocable to the pre-Closing portion of any Straddle Period for purposes of this Section 6.8(b) shall include any Taxes attributable to any amount required to be included under Section 951 of the Code or Section 951A of the Code by Buyer or any of its Affiliates, assuming the RepresentativeTaxable year of the applicable Company Group Member were deemed to end on the Closing Date to the extent such amount (A) is attributable to the income, earnings and profits or property of such Company Group Member and (B) would be allocable to any Pre-Closing Tax Period if the Taxable year of each such entity ended on day prior to the Closing Date (determined on a “with and without” basis). Any credits or estimated Tax payments relating to a Straddle Period will be taken into account as applicable, should be incorporated therein), Buyer and though the Representative shall cooperate in good faith relevant Taxable period ended on the Closing Date. (iv) All Tax Returns filed by any Person with respect to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution Transactions shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid filed in a manner similar to that set forth in consistent with the Intended Tax Treatment, unless otherwise required by a “determination” under Section 2.6(a)(iv)1313(a) of the Code.

Responsibility for Filing Tax Returns. (i) The Sellers Del Monte shall timely prepare and file (or cause to be timely prepared, prepared and timely file or cause to be timely filed filed) all Tax Returns with respect to Taxes based on income or gains of each of the Companies Del Monte for all taxable years or periods ending on or before the Closing Date (the "Pre-Closing Tax Returns”) that are required to be filed on or prior to the Closing Date (“and all such Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance a manner consistent with all prior practice in respect of such entities unless otherwise required by applicable Tax LawsLaw or unless Parent consents to such different treatment, such consent not to be unreasonably withheld, conditioned or delayed. The Sellers Del Monte shall provide Buyer with (or cause to be provided) to Parent a draft copy of each any such Pre-Closing Income Tax Return no later than thirty filed prior to the Closing Date at least fifteen (3015) days Business Days prior to the due date thereof for filing such return, and Parent shall have ten (taking all valid extensions into account10) and shall permit Buyer Business Days in which to review and comment on such Pre-Closing Income Tax Returnsreturn prior to the filing thereof. The Sellers Del Monte shall address consider in good faith Buyer’s any comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen provided by Parent. Del Monte shall pay (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, paid) prior to Closing all Taxes due and timely file or cause payable on the Pre-Closing Tax Returns required to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date. Del Monte shall not file any amended Pre-Closing Tax Return without the consent of the Parent, such consent not to be unreasonably withheld, conditioned or delayed. (ii) The Sellers’ Representative shall timely prepare and file (or cause to be prepared and filed) all Forms 1120S (and all related state and local income Tax Returns) of Del Monte for all taxable periods ending on or before the Closing Date first due that are required to be filed after the Closing Date (“and all such Pre-Closing Non-Income Tax Returns”) and all Tax Returns shall be prepared in a manner consistent with prior practice of either Del Monte unless otherwise required by applicable Law or unless Parent consents to such different treatment, such consent not to be unreasonably withheld, conditioned or delayed. The Sellers’ Representative shall provide (or cause to be provided) to Parent a copy of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty Returns at least twenty (3020) days Business Days prior to the due date thereof for filing such returns, and Parent shall have ten (taking all valid extensions into account10) and shall permit the Representative Business Days in which to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returnsreturns prior to the filing thereof. Buyer The Sellers’ Representative shall address consider in good faith any comments provided by Parent. The Sellers’ Representative shall timely pay (or cause to be paid) all Taxes shown as due and payable on any Tax Returns filed pursuant to this subsection (b)(ii). (iii) Notwithstanding anything herein or in the Representative’s comments made with Indemnification Agreement to the contrary, the provisions of this Section 4.10(b)(iii) shall control the contest of any Tax Claim. For purposes of this Agreement, a “Tax Claim” means the assertion of any claim, or the commencement of any audit, suit, action or proceeding involving Taxes. After the Closing, the Surviving Company agrees to give written notice to the Sellers’ Representative of the receipt of any written notice by the Surviving Company which involves a Tax Claim in respect of which indemnity may be sought pursuant to the Indemnification Agreement within twenty (20) days of such Tax Returnsreceipt of such written notice; provided, that failure to comply with this provision shall not affect any party’s right to indemnification under the Representative must provide Buyer with comments no later than fifteen (15) days prior Indemnification Agreement except to the due date thereof (taking all valid extensions into account)extent such failure materially impairs the Sellers’ Representative’s ability to contest any such Tax Claim. Buyer shall be responsible for paying all Taxes In the case of each a Tax Claim relating solely to a Tax period of Del Monte ending on or before the Closing Date, the Sellers’ Representative, at the expense of the Companies shown as due on Sellers’ Representative, may participate in and, upon the written notice to the Surviving Company, assume control of the defense of any such Pre-Closing Non-Income Tax Return or Straddle Period Tax ReturnClaim; provided, however, that the Sellers’ Representative shallshall have no right to represent the Surviving Company’s interest in any Tax Claim unless the Sellers’ Representative, within 5 Business Days on behalf of demand by Buyerthe Selling Party Indemnitors, pay (i) all agrees with the Surviving Company that, as between the Selling Party Indemnitors and the Surviving Company, the Selling Party Indemnitors shall be liable for any Losses relating to Taxes that result from such Tax Claim; provided, further, that if the Sellers’ Representative so assumes control, the Surviving Company may participate in the conduct of such Tax Claim at its own expense. Notwithstanding the foregoing, the Sellers’ Representative shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of either the Surviving Company (or any of its Affiliates) for any period after the Closing to any extent unless the Selling Party Idemnitors have indemnified the Surviving Company or the applicable Affiliate against the effects of any such settlement (including the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return Surviving Company, which consent shall not be unreasonably withheld or delayed. Any proceeding with respect to which the Interim Period as determined Sellers’ Representative does not assume control in accordance with this Section 6.7(b). (iii4.10(b)(iii) With respect to any dispute may be settled or controversy relating to compromised in the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution discretion of the matter. The fees Surviving Company, and expenses of any such settlement or compromise shall not affect the Accounting Firm shall be paid in a manner similar Surviving Company’s or Parent’s right to that set forth in Section 2.6(a)(iv)indemnification under this Agreement.

Responsibility for Filing Tax Returns. (i) The Sellers Seller shall timely prepare file all Tax Returns required to be filed by the Company and its Subsidiaries that (1) are required to be filed (taking into account extensions) on or before the Closing Date or (2) are required to be filed (taking into account extensions) after the Closing Date and (a) are consolidated returns of the Seller and its Affiliates or (b) are required to be filed on a separate Tax Return basis for any Pre-Closing Tax Period. The Seller shall pay or cause to be timely prepared, paid all Taxes shown due on such Tax Returns except for any such Taxes duly reserved and timely file accrued for that are reflected in the Closing Working Capital. All other Tax Returns required to be filed by the Company and its Subsidiaries shall be the responsibility of the Purchaser and Purchaser shall pay or cause to be timely paid all Taxes shown due thereon. With respect to any Tax Return to be filed all by Purchaser for a taxable period that includes a Straddle Period, Purchaser shall prepare such Tax Returns in a manner consistent with respect to Taxes based on income or gains the Company's prior practice. Purchaser shall provide the Seller with copies of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income such completed Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty at least twenty (3020) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to for filing thereof, along with supporting work papers, for the Seller's review and comment on such Pre-Closing Income Tax Returnsapproval. The Sellers Seller and Purchaser shall address attempt in good faith Buyer’s comments made with respect to resolve any disagreements regarding such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days Returns prior to the due date thereof (taking all valid extensions into account)for filing. In no event shall Purchaser file any such Tax Return relating to the Company for a taxable period that includes a Straddle Period without the prior approval of the Seller, which shall not be unreasonably withheld or delayed. The Sellers Seller shall be responsible for paying timely pay to Purchaser all Taxes of each of for which the Companies shown as due on Company and its Subsidiaries may be liable with respect to any Pre-Closing Income Tax Return. (ii) Buyer Period. Purchaser shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior pay to the Closing Date first due Seller all refunds of Taxes for which the Company and its Subsidiaries are paid after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b). (iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversyPeriod, but if they are unable shall have no obligation to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in request any event within fifteen (15) days after its engagement), its resolution refund of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)Taxes.

Responsibility for Filing Tax Returns. (i) The Sellers Seller shall timely prepare or cause to be timely prepared, include the income of the Copley Midwest Subsidiaries on Seller’s consolidated federal and timely file or cause to be timely filed all state Tax Returns with respect to Taxes based on income or gains of each of the Companies for all periods through the Closing Date and pay any federal or state Taxes attributable to such income. For all taxable years or periods ending on or prior to before the Closing Date (“Pre-Closing Date Date, Seller shall cause the Copley Midwest Subsidiaries to join in Seller’s consolidated federal or state Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Return and, in jurisdictions requiring separate reporting, to file separate company state and local Tax Returns”). All Pre-Closing Income such Tax Returns shall be prepared and filed by Seller in compliance a manner consistent with all past practice, except as required by a change in applicable Tax LawsLaw. The Sellers Buyer shall provide cause the Copley Midwest Subsidiaries to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this Section 5.10. Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) shall, and shall permit Buyer cause it Affiliates to, consult and cooperate with Seller as to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause elections to be timely prepared, and timely file or cause to be timely filed all non-income made on Tax Returns of each of the Companies any Copley Midwest Subsidiary for all taxable years or periods ending on or prior before the Closing Date; provided, that, except as required by applicable Law, Seller shall not cause any new or different elections to be made if such elections would be reasonably expected to have a Material Adverse Effect on the Copley Midwest Business, taken as a whole. Buyer and Seller agree to report all transactions not in the Ordinary Course of Business occurring on the Closing Date first after Buyer’s purchase of the stock of the Copley Midwest Subsidiaries on Buyer’s federal income Tax Return to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Buyer agrees to indemnify Seller for any additional Tax owed by Seller (including Tax owed by Seller due after to this indemnification payment) resulting from any transaction engaged in by the Copley Midwest Subsidiaries not in the Ordinary Course of Business occurring on the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all after Buyer’s purchase of the stock of the Copley Midwest Subsidiaries. Buyer shall cause the Copley Midwest Subsidiaries to file Tax Returns of either of the Companies for all taxable periods other than periods ending on or years that include, but do not end on, before the Closing Date (Date; provided, that, with respect to any such period, a “Straddle Period” , Buyer shall provide Seller with a reasonable opportunity to review and consult with Buyer on any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) Returns and shall permit the Representative to review and comment on incorporate such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown changes as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes in its exercise of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b)good faith, determines are not unreasonable. (iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv).

Responsibility for Filing Tax Returns. (ia) The Sellers shall timely Seller will prepare or cause to be timely prepared, and timely file or cause to be timely filed all Tax Returns with respect to Taxes based on income or gains of each of the Companies for Seller’s Choice for all taxable years or periods ending on or prior to the Closing Date. (b) Buyer shall prepare and timely file all Tax Returns of Seller’s Choice for all taxable periods that include but do not end on the Closing Date (such period a “Pre-Closing Date Tax Periods Straddle Period”) first due filed after the Closing Date (the “Pre-Closing Income Tax Straddle Period Returns”). All Pre-Closing Income Tax such Straddle Period Returns shall be prepared and filed in compliance a manner consistent with all the past practice unless otherwise required by applicable Tax Lawslaw. The Sellers Buyer shall provide Buyer with a draft deliver drafts of each such Pre-Closing Income Straddle Period Tax Return no later than and Buyer’s calculation of the Seller’s share of such Taxes with respect to each Straddle Period Tax Return (determined in accordance with Section 8.01(b)(iv) to the Seller for its review and approval at least thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment of such Straddle Period Tax Return. If the Seller disputes any item on such Pre-Closing Income Straddle Period Tax Returns. The Sellers Return and/or the calculation of the Seller’s share of liability for such Straddle Period, it shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that notify the Buyer must provide the Sellers with its comments no later than (by written notice within fifteen (15) days prior of receipt of such draft of such Straddle Period Tax Return) of such disputed item (or items) and the basis for its objection. If the Seller does not object by written notice within such period, the amount of Taxes shown to be due and payable on such Straddle Period Tax Return, and the Buyer’s calculation of the Seller’s share of the Taxes shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 8. Prior to the due date thereof (taking all valid extensions into account). The Sellers Due Date for such Tax Return, the Seller shall be responsible for paying all pay to the Buyer any Taxes of each allocated to the portion of the Companies shown Straddle Period ending on and including the Closing Date. (i) The Parties hereto shall provide each other with such reasonable cooperation and information as due any of them reasonably may request of another in filing any Tax Return or conducting any audit, investigation or other proceeding in respect of Taxes. Each such party will make its representatives available on a mutually convenient basis to provide explanations of any Pre-Closing Income documents or information provided hereunder. Each such party will make available all Tax ReturnReturns, schedules and work papers and all other records or documents relating to Tax matters of Seller’s Choice in their possession or control, including audit reports received from any Tax authority relating to any Tax Return of Seller’s Choice, until the expiration of the statute of limitations of the respective Tax periods to which such Tax Returns and other documents relate. (ii) Buyer shall timely prepare The Parties hereto, to the extent required or cause to be timely preparedpermitted by applicable law, and timely file or cause to be timely filed all non-income Tax Returns of each will treat the Closing Date as the last day of the Companies taxable period of Seller’s Choice for all Tax purposes. (iii) Whenever it may be necessary to allocate Taxes arising in a Straddle Period: 1. except as provided in clause (ii) below, the allocation of such Taxes between the taxable years or periods period ending on or prior to the Closing Date first due and with respect to any Straddle Period that portion of the Straddle Period ending on the Closing Date (the “Pre-Closing Tax Period”) and the taxable period ending after the Closing Date and with respect to any Straddle Period that portion of the Straddle Period beginning on the day after the Closing Date (the “Post-Closing Tax Period”) shall be made on the basis of an interim closing of the books as of the end of the Closing Date; and 2. in the case of any Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, or any real property, personal property or similar ad valorem Taxes that are payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period. However, any such Taxes attributable to any property that was owned by Seller’s Choice at some point in the Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either Period, but is not owned as of the Companies for all taxable periods or years that includeClosing Date, but do not end on, shall be allocated entirely to the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return Period. (iv) After the Closing Date, Buyer and Straddle Period Tax Return no later than thirty (30) days prior to Seller respectively, shall inform the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address other party in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each writing of the Companies shown as due on commencement of any such Preclaim, audit, investigation, examination, or other proceeding or self-Closing Non-Income assessment relating in whole or in part to Taxes (“Tax Return Contest”) for which Buyer may be entitled to indemnification from the Seller, or Straddle Period Tax ReturnSeller may be entitled to indemnification from the Buyer, under this Agreement; provided, however, that Representative shallone party’s failure to give such notice shall not relieve the other parties of their indemnification obligations hereunder except to the extent such other parties are actually and materially prejudiced thereby. Seller shall have the right to represent the interests of Seller’s Choice in all Tax Contests that relate exclusively to a Pre-Closing Tax Period (a “Seller Tax Contest”); provided, within 5 Business Days of demand by Buyerhowever, pay that (i) all Taxes of either of the Companies shown as due on Seller shall keep Buyer reasonably informed and consult in good faith with Buyer with respect to any Pre-Closing Non-Income issue relating to such Tax Return Contest (and Buyer, at its own expense, will be permitted to attend meetings with taxing authorities) and (ii) Taxes on Seller shall timely provide Buyer with copies of all relevant correspondence, notices and other written materials received from any Straddle Period taxing authorities and shall otherwise keep Buyer advised of significant developments in such Tax Return Contest and of significant communications involving representatives of the taxing authorities. Seller shall not agree or consent to compromise or settle any Tax Contest without the Buyer’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. Buyer shall have the right to control all Tax Contests (other than a Seller Tax Contest which Seller chooses to control); provided, however, that, to the extent that any such Tax Contest could reasonably be expected to result in a Tax indemnification liability of the Seller pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed and consult in good faith with Seller with respect to the Interim Period as determined in accordance with Section 6.7(b). (iii) With respect to any dispute or controversy issue relating to the preparation of any such Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)Contest.

Responsibility for Filing Tax Returns. (i) The Sellers shall timely prepare Seller’s Representative shall, at its expense, prepare, or cause to be timely prepared, and timely file file, or cause to be filed, on a timely filed basis all Tax Returns due before the Closing Date and all Pass-Through Tax Returns with respect to Taxes based on income or gains of each of the Companies Relevant Entities for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) which are first due (taking into account any applicable extensions) to be filed after the Closing Date (a “PreSeller Return”). Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Pass-Closing Income Through Tax Returns required to be filed for the Relevant Entities for a Straddle Period, (collectively the “Buyer Return”). The Seller Returns and Buyer Returns are hereinafter referred to as “Applicable Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than At least thirty (30) days prior to the due date thereof on which such Applicable Tax Return is required to be filed (taking all valid extensions into accountconsideration applicable extensions), the Party preparing such Applicable Tax Returns (the “Preparing Party”) and shall permit Buyer to review and comment on provide a copy of such Pre-Closing Income Applicable Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior Return to the due date thereof other Party (taking all valid extensions into account). The Sellers shall be responsible the “Reviewing Party”) for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. its review, comment and approval (ii) Buyer shall timely prepare or cause not to be timely preparedunreasonably withheld, and timely file conditioned or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”delayed). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, if such Applicable Tax Return is required to be filed within 5 Business Days of demand by Buyer, pay ninety (i90) all Taxes of either days following the Closing Date or end of the Companies shown as due on any Pre-Closing Non-Income relevant taxable period, the Preparing Party will provide a copy of such Tax Applicable Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b). (iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, Reviewing Party as soon as reasonably practicable (and in commercially reasonable. The Reviewing Party shall provide any event comments to such Applicable Tax Returns within fifteen (15) days after its engagement)the delivery of such Applicable Tax Returns. In connection with the Reviewing Party’s review, its resolution of the matterPreparing Party will provide or cause to be provided promptly to the Reviewing Party any information reasonably requested by the Reviewing Party. The fees If the Reviewing Party submits comments to the Preparing Party within such review period, the Preparing Party shall consider in good faith and expenses of incorporate any reasonable comments from the Accounting Firm shall Reviewing Party. If the Reviewing Party does not submit comments within such review period, then the Reviewing Party will be paid in a manner similar deemed to that set forth in Section 2.6(a)(iv)have approved such Tax Returns.

Responsibility for Filing Tax Returns. (ia) The Sellers Following the Closing, the Seller Representative shall timely prepare or cause to be timely preparedprepared and file or cause to be filed all income Tax Returns for XX Xxxxxxx, the Company and its Subsidiaries for all Pre-Closing Tax Periods (other than a Pre-Closing Tax Period consisting of a portion of a Straddle Period). TG shall provide any information requested by the Seller Representative in connection with such Tax Returns for XX Xxxxxxx to the Seller Representative and shall reimburse the Seller Representative for its costs and expenses in connection with preparing and filing such Tax Returns for XX Xxxxxxx. At least 30 days prior to the due date for filing such Tax Returns (taking into account any extension of time within which to file), the Seller Representative shall deliver drafts of any such Tax Returns to Purchaser. The Seller Representative shall cause such Tax Returns to reflect any reasonable comments of Purchaser that are consistent with the past practice of the Company and its Subsidiaries and are consistent with applicable Law and shall not file such Tax Returns if the filing thereof would be reasonably expected to materially and adversely affect the Tax liability or Tax attributes of the Specified Entities for any Relevant Tax Period, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). All Transaction Tax Deductions shall be, to the extent allowable under applicable Law, claimed on the federal and state income Tax Returns of the Company (or, as applicable, its Subsidiaries or XX Xxxxxxx) for the Pre-Closing Tax Period ending on the Closing Date and for this purpose, the Parties agree that the Seller Representative shall be permitted to cause the Company to make the election for success-based fees set forth in IRS Revenue Procedure 2011-29 with respect to such Tax Returns. The Seller Representative shall cause the Company to make an election under Code Section 754 (and any corresponding state Tax elections) in connection with the income Tax Return of the Company for the Tax period ending on the Closing Date. The Seller Representative may assign its obligations under this Section 10.1(a) with respect to XX Xxxxxxx to TG or a Representative thereof. (b) Following the Closing Date, Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all other Tax Returns for XX Xxxxxxx, the Company and its Subsidiaries for all Pre-Closing Tax Periods and Straddle Periods. All such Tax Returns for any Pre-Closing Tax Period or Straddle Period shall be prepared consistent with the past practice of XX Xxxxxxx, the Company and its Subsidiaries. If any such Tax Return relating to a Pre-Closing Tax Period or a Straddle Period is with respect to income Taxes based on income or gains of each of the Companies shows amounts for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall which Sellers could be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) liable, at least 30 days prior to the due date thereof (taking all valid extensions into account) and for filing such Tax Return, Purchaser shall permit Buyer to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior deliver drafts to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes Seller Representative of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return. Purchaser shall cause such Tax Returns to reflect any reasonable comments of the Seller Representative that are consistent with the past practice of XX Xxxxxxx, a “Straddle Period Tax Return”). Buyer shall provide the Representative Company and its Subsidiaries and are consistent with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) applicable Law and shall permit the Representative to review and comment on not file such Pre-Closing Non-Income Tax Returns if the filing thereof would be reasonably expected to materially and Straddle Period adversely affect the Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such liability or Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each attributes of the Companies shown as due on any such Pre-Closing Non-Income Tax Return Sellers or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either their direct or indirect owners without the prior written consent of the Companies shown as due on any Pre-Closing Non-Income Tax Return and Seller Representative (ii) Taxes on any Straddle Period Tax Return with respect such consent not to the Interim Period as determined in accordance with Section 6.7(bbe unreasonably withheld, conditioned or delayed). (iiic) With respect Purchaser shall not, and shall cause the Company and its Subsidiaries to not, take any dispute action, or controversy relating permit any action to be taken, that may prevent the taxable year of the Company or its Subsidiaries from ending for federal and (to the preparation extent permitted under applicable Law) state or foreign income Tax purposes at the end of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer day on which the Closing occurs and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the partiesshall, to the Accounting Firmextent permitted by applicable Law, elect with the relevant taxing authority to treat for all income Tax purposes the Closing Date as the last day of a taxable period of the Company and its Subsidiaries. The Accounting Firm shall be instructed to prepare and deliver to Buyer and Parties intend that the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution purchase of the matter. The fees and expenses of the Accounting Firm shall Shares be paid structured in a manner similar that causes the Tax year of XX Xxxxxxx to end on the Closing Date for federal income Tax purposes and state income Tax purposes, if applicable (and Purchaser shall take any and all actions reasonably necessary and permitted by applicable Law to effectuate this result, including by including XX Xxxxxxx in its affiliated group for federal income Tax purposes and state and foreign income Tax purposes, if applicable). The Parties agree that set forth in Purchaser and its Affiliates and XX Xxxxxxx shall not make an election under Treasury Regulation Section 2.6(a)(iv1.1502-76(b)(2)(ii)(D) to ratably allocate items (or make any equivalent election to ratably allocate items under any corresponding provision of state, local or foreign Tax law).

Responsibility for Filing Tax Returns. (i) The Sellers Sellers’ Representative shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed prepared all Tax Returns with respect for the Holding Companies and their Subsidiaries that are required to Taxes based on income or gains of each of be filed after the Companies Closing Date for all taxable years or any Tax periods ending on or prior to before the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax ReturnsPeriods”). All Pre-Closing Income , in accordance with the prior custom and practice of such entities in filing their Tax Returns except to the extent required by applicable Law, and Buyer shall file or cause to be prepared filed such Tax Returns in compliance with all applicable Tax Lawsa timely manner. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return As soon as reasonably practicable and in no later event less than thirty twenty (3020) days prior to the due date thereof (taking all valid extensions into account) and for filing any such Tax Return, Sellers’ Representative shall permit Buyer to review and comment on each such Pre-Closing Income Tax ReturnsReturn. The Sellers Within ten (10) days of receipt of any such Tax Return, Buyer shall address provide its comments to such Tax Return. Sellers’ Representative shall incorporate any reasonable comments of Buyer, and Sellers’ Representative and Buyer shall endeavor in good faith Buyer’s comments made to resolve any disputes with respect to such Pre-Closing Income comments prior to filing any such Tax Returns; providedReturn. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Holding Companies and their Subsidiaries for Straddle Periods, that Buyer must provide in accordance with the Sellers with its comments prior custom and practice of such entities in filing their Tax Returns except to the extent required by applicable Law. As soon as reasonably practicable and in no later event less than fifteen twenty (1520) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and filing any such Tax ReturnReturn for a Straddle Period, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Sellers’ Representative to review and comment on each such Pre-Closing Non-Income Tax Returns and Straddle Period Return. Within ten (10) days of receipt of any such Tax ReturnsReturn, Sellers’ Representative shall provide its comments to such Tax Return. Buyer shall address incorporate any reasonable comments of Sellers’ Representative, and Sellers’ Representative and Buyer shall endeavor in good faith the Representative’s comments made to resolve any disputes with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account)filing any such Tax Return. Buyer shall timely pay (or cause to be responsible for paying paid) all Taxes relating to Tax Returns covered by this Section 6.8(b), and Sellers (or the MIPC Sellers in the case of each Tax Returns of MIPC, and PGGM in the Companies shown as due on case of Tax Returns of PGGM Blocker) shall reimburse Buyer for payment of any such Taxes if and to the extent the same are Pre-Closing Taxes (except to the extent that any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either are reflected in the computation of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(bFinal Purchase Price). (iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein). Upon reasonable request, Buyer and the Representative Sellers shall cooperate with one another in good faith regard to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive Tax compliance and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)reporting matters.

Responsibility for Filing Tax Returns. (i) The Sellers shall timely Parent will prepare or cause to be timely prepared, prepared and timely file or cause to be timely filed all Tax Returns for the Company and its Subsidiaries that have not been filed as of the Closing Date. Parent will timely pay or cause to be timely paid any amount shown as due on such Tax Returns. All such Tax Returns that are with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall will be prepared in compliance a manner that is consistent with all the past custom and practice of the Company and its Subsidiaries, except as otherwise required by applicable Law. Neither the Company nor any of its Subsidiaries will waive any carryback of any net operating loss, capital loss or credit on any such Tax LawsReturn. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than At least thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income which each Tax Returns. The Sellers shall address in good faith Buyer’s comments made Return with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax ReturnPeriod is due, Parent will submit such Tax Return to the Representative to provide the Representative with an opportunity to comment on and approve such Tax Returns (which approval will not be unreasonably withheld, conditioned or delayed). Parent will make any changes reasonably requested by the Representative in time for the Tax Return to be timely filed. (ii) Buyer shall timely prepare or cause With respect to the preparation of Tax Returns, Parent and the Representative agree that all Transaction Tax Deductions will be timely prepared, and timely file or cause treated as properly allocable to be timely filed the Pre-Closing Tax Period. Parent will include all non-income Transaction Tax Deductions as deductions in the Tax Returns of each of the Companies Company or its Subsidiaries for all taxable years or periods ending the Pre-Closing Tax Period that ends on or prior to the Closing Date first due after the Closing Date and will request a refund (“Pre-Closing Non-Income Tax Returns”rather than a credit against future Taxes) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible any overpayment for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return Period. For the portion of the day of the Closing after the time of Closing, other than the transactions expressly contemplated hereby, Parent will cause the Company and (ii) Taxes each of its Subsidiaries to carry on any Straddle Period Tax Return with respect to its business only in the Interim Period ordinary course in the same manner as determined in accordance with Section 6.7(b). (iii) With respect to any dispute or controversy relating to heretofore conducted. Parent, the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer Company and the Representative shall cooperate in good faith Subsidiaries will not take any action, or permit any action to resolve such dispute or controversybe taken, but if they are unable to do so, that may prevent the parties shall submit Tax year of the dispute or controversy Company and its Subsidiaries from ending for resolution, all relevant Tax purposes at the end of the day on which resolution shall be final, conclusive the Closing occurs and binding on the partieswill, to the Accounting Firm. The Accounting Firm shall be instructed extent permitted by applicable Law, elect with the relevant taxing authority to prepare and deliver to Buyer treat for all purposes the Closing Date as the last day of a taxable period of the Company and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)Subsidiaries.

Responsibility for Filing Tax Returns. (i) The Sellers shall timely prepare Representative shall, at the Sellers’ cost and expense, prepare, or cause to be timely prepared, and timely file or cause to be timely filed prepared all Tax Returns with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Period Tax Periods ”) first due Returns required to be filed by or on behalf of the Company and its Subsidiaries after the Closing Date (“Date. All such Pre-Closing Income Tax Returns”). All Pre-Closing Income Period Tax Returns shall be prepared and filed in compliance a manner that is consistent with all the prior practice of the Company or its applicable Tax LawsSubsidiary (as the case may be), except as required by applicable Law. The Sellers Representative shall provide Buyer with a draft deliver or cause to be delivered drafts of each all such Pre-Closing Income Period Tax Return no later than thirty (30) days prior Returns to the due date thereof (taking all valid extensions into account) and shall permit Buyer to for its review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than at least fifteen (15) days prior to the due date thereof (taking all valid extensions into account)of any such Pre-Closing Period Tax Return. The Sellers Representative shall be responsible for paying all Taxes of each of the Companies shown as due on incorporate any Pre-Closing Income Tax Return. comments or changes reasonably requested by Buyer at least five (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (305) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on of any such Pre-Closing Non-Income Tax Returns and Straddle Period Tax ReturnsReturn, unless otherwise required by applicable Law. Buyer The Sellers Representative shall address in good faith the Representative’s comments made with respect to timely file all such Pre-Closing Period Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on however, if any such Pre-Closing Non-Income Period Tax Return or Straddle is filed after the Closing and the Sellers Representative is not authorized to execute and file such Pre-Closing Period Tax ReturnReturn by applicable Law, Buyer shall execute and file (or cause to be filed) such Pre-Closing Period Tax Return (as finally determined pursuant to this Section 10.3.1) with the appropriate Taxing Authority. The Sellers Representative (on behalf of the Sellers) shall pay all Pre-Closing Taxes due and payable in respect of all Pre-Closing Period Tax Returns of each of the Company and its Subsidiaries; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on if any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return is due after the Closing and is to be filed (or caused to be filed) by Buyer, the Sellers Representative (on behalf of the Sellers) shall pay (in immediately available funds) to Buyer the amount of all Pre-Closing Taxes due and payable with respect of such Pre-Closing Period Tax Return (determined pursuant to this Section 10.3.1) no later than three (3) Business Days prior to the Interim earlier of the date such Pre-Closing Period as determined in accordance with Section 6.7(b). (iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer is filed or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve due date of such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)Pre-Closing Period Tax Return.

Responsibility for Filing Tax Returns. (ia) The Sellers shall Stockholders will prepare, or cause to be prepared, and timely prepare file, or cause to be timely preparedfiled, all Tax Returns for the Company and timely file Company Subsidiaries for all Pre-Closing Tax Periods (except as provided in Section 7.1(b) with respect to Straddle Tax Returns); provided, however, that, in the case of Tax Returns that have not been filed prior to the Closing Date, the Parent shall prepare, or cause to be timely filed all prepared, an initial draft of such Tax Returns and provide the Stockholders’ Representative with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income such draft Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Preat least forty-Closing Income Tax Return no later than thirty five (3045) days prior to the due date thereof of such Tax Returns together with any supporting documentation or other schedules or statements relevant to the preparation of such Tax Returns and accept any changes requested by the Stockholders for which there is a reasonable basis. In the case of Tax Returns that are filed after the Closing Date, the Parent shall cause the Company or Company Subsidiary as appropriate to sign and timely file such Tax Returns reflecting such changes requested by the Stockholders. (taking b) The Parent shall prepare and timely file, or cause to be prepared and timely filed, all valid extensions into accountStraddle Tax Returns required to be filed by the Company and the Company Subsidiaries which shall be prepared in accordance with the Company and the Company Subsidiaries’ past practice and consistent with the Company and the Company Subsidiaries’ past policies (unless otherwise required by law) and shall permit Buyer cause the Company and Company Subsidiaries to review pay the Taxes shown to be due thereon. The Stockholders’ Representative will furnish to the Parent all information and comment on such Pre-Closing Income records that are in the Stockholders’ possession reasonably requested by the Parent for use in preparation of any Straddle Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer Parent shall provide the Stockholders’ Representative with a draft of each Pre-Closing Non-Income any Straddle Tax Return and Straddle Period Tax Return no later than at least thirty (30) days before such Tax Return is due and the Stockholders shall then have ten (10) days to review, comment upon and reasonably approve or disapprove any such Tax Return prior to the due date thereof being filed. (taking c) The Parent shall prepare, or cause to be prepared, all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns for the Company and Straddle Period Company Subsidiaries for all Post Closing Tax Returns. Buyer shall address Periods consistent with past practices unless the derivation therefrom is not reasonably likely to result in good faith the Representative’s comments made a material increase of Taxes with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible Company or any Company Subsidiary for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing NonTax Period. Neither the Parent, the Company, nor any Company Subsidiary shall claim any deduction in connection with the bonuses payable on the Closing Date prior to the Closing as described on Schedule 5.1(h) to the Company’s Disclosure Schedule, in any Post-Income Closing Tax Return Period. (d) In the case of any Straddle Period, (i) real, personal and intangible property Taxes (“Property Taxes”) of the Company and Company Subsidiaries for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company and Company Subsidiaries (other than Property Taxes) for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the day prior to the Closing Date. Notwithstanding the foregoing, Taxes of the Company or any Company Subsidiary with respect to a Straddle Period Tax Return which pertain to and arise from any period (or portion thereof) after the Closing Date and for which the Company or any Company Subsidiary would not have been liable had the Company or Company Subsidiary remained an S corporation or Qualified Subchapter S Subsidiary, respectively, under section 1361 or section 1362 of the Code (or comparable provision of state or local law under which the Company or the Company Subsidiary does business) shall not be apportioned to the Pre-Closing Tax Period as described above. (e) The Parent shall promptly pay or shall cause prompt payment to be made to the Stockholders of the amount of any refund of Taxes plus interest thereon (net of any Taxes) with respect to the Interim Company or any Company Subsidiary for any Pre-Closing Tax Period as determined upon receipt by the Company or any Company Subsidiary (or any successor or any affiliate of the Company or any Company Subsidiary) of such refund unless and to the extent that such refund was reflected in accordance with Section 6.7(b)the Closing Date Balance Sheet. (iiif) With respect to The Parent shall not file any dispute or controversy relating to the preparation of any amended Tax Return addressed by Section 6.7(a)(i) of the Company or (ii) (including whether comments any Company Subsidiary for any Pre-Closing Tax Period or Straddle Period without the consent of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolutionStockholders, which resolution consent shall not be finalunreasonably withheld or delayed. (g) In the event that the 11% Senior Notes are defeased and called for redemption during a Post-Closing Tax Period, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after of the date on which the Company files its engagementU.S. federal income tax return for such period the Parent shall pay or shall cause payment to be made to the Stockholders of the amount by which (i) the Company’s liability for U.S. federal income taxes and state and local income and franchise taxes for the period, calculated by excluding the income tax deduction attributable to the defeasance and call of the 11% Senior Notes, exceeds (ii) the Company’s actual liability for such federal, state and local income and franchise taxes for such taxable period, calculated by taking into account the income tax deduction attributable to the defeasance and call of the 11% Senior Notes (to the extent permitted by law), its resolution in each case excluding any payments made by the Parent, the Surviving Corporation or MidOcean in connection with the defeasance and call of the matter11% Senior Notes that are excluded from the calculation of Adjusted Debt. The fees and expenses Along with payment, the Parent shall provide or cause to be provided to the Stockholders a certificate signed by the Chief Financial Officer of the Accounting Firm Company setting out the calculation of the amount paid to the Stockholders pursuant to this Section 7.1(g). In the event that the Company incurs a net operating loss for the period in which the deduction attributable to the defeasance and call is claimed, the payment obligation of Parent under this subsection shall be paid deemed to arise in respect of each succeeding period until the benefit of the deduction has been realized. In such case, the Parent’s obligation shall be determined by applying the principles of this subsection, comparing the Company’s cumulative federal, state and local income and franchise tax liability without the benefit of the defeasance deduction with the liability taking the deduction into account, commencing with the Closing, and a manner certificate similar to that set forth described in the preceding sentence shall be provided in respect of each such period within 15 days of the filing of the Company’s U.S. federal income tax return for such period. (h) The parties agree to treat the transactions contemplated by Sections 1.4 and 1.5 of this Agreement in the following manner for U.S. federal income tax purposes: (i) the transfer by each Stockholder of a portion of such Stockholder’s Common Stock to Parent in exchange for Preferred Units in a transaction that is tax-free under Section 2.6(a)(iv721(a) of the Code and (ii) the sale of the balance of each Stockholders’ Common Stock for Cash Merger Consideration. The Stockholders may prior to the Closing identify to the Parent the block or blocks of Common Stock subject to each of (i) and (ii) provided, that any such identification is consistent with Exhibit A, as revised if applicable. In addition, the parties will treat the Company as an S corporation through the day prior to the Closing Date, with the short period being treated as an S short year under Section 1362(e). The Company’s income or loss for the short tax year will be determined based on an interim closing of the Company’s books as of the close of the business on the day prior to the Closing Date.