Common use of Return Filings, Refunds and Credits Clause in Contracts

Return Filings, Refunds and Credits. (i) PHL shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of APC and its Subsidiaries for all Tax periods ending on or before the Closing Date and shall be responsible for remitting all Taxes reflected on such Tax Returns. Copies of all such Tax Returns (or the relevant portion thereof relating to APC and its Subsidiaries) shall be furnished to Buyer. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed on a timely basis all Tax Returns with respect to APC and its Subsidiaries for taxable periods including (but not ending on) the Closing Date (taking into account extensions) and shall be responsible for remitting all Taxes reflected on such Tax Returns. If requested by PHL or Sellers, Buyer shall furnish copies of all such Tax Returns prepared by Buyer that are prepared for a Pre-Closing Tax Period. (iii) Sellers and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, agents, auditors, representatives, officers and employees reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records reasonably required in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer, PHL and Sellers agree to retain or cause to be retained all books and records pertinent to APC and its Subsidiaries until the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any taxing authority. Buyer, PHL and Sellers shall cooperate with each other in the conduct of any audit or other proceedings involving APC or any Subsidiary of APC for any Tax purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection. Any Tax Return prepared by PHL pursuant to Section 5.7.5(i) for which PHL intends to seek reimbursement from Buyer or, effective after Closing, APC or any of its Subsidiaries, for any portion of the Taxes reflected on such Tax Return or any Tax Return prepared by, or at the direction of, Buyer pursuant to Section 5.7.5

Return Filings, Refunds and Credits. (i1) PHL The Allied Shareholders shall cause Allied to prepare or cause to be prepared and file or cause on a timely basis all Tax Returns with respect to Allied that are required to be filed all Tax Returns of APC and its Subsidiaries for all Tax periods ending (after giving effect to any valid extensions thereof) on or before prior to the Closing Date and shall be responsible for remitting all Taxes reflected on such Tax Returns. Copies of all such Tax Returns (or the relevant portion thereof relating to APC and its Subsidiaries) shall be furnished to BuyerDate. (ii2) Buyer shall prepare or cause to be prepared and shall file or cause to be filed on a timely basis all other Tax Returns with respect to APC and its Subsidiaries for taxable periods including (but not ending on) Allied. In connection therewith, the Closing Date (taking into account extensions) and Allied Shareholders shall be responsible for remitting all and shall pay any Taxes reflected on such for which the Allied Shareholders have agreed to indemnify Buyer pursuant to Section 11.2(III)(A). Before filing any Tax Returns. If requested by PHL Return with respect to any Straddle Period or Sellersany other Tax Return with respect to Taxes for which the Allied Shareholders have agreed to indemnify Buyer pursuant to Section 11.2(III)(A), Buyer shall furnish copies provide the Allied Shareholders with a copy of all such Tax Returns prepared by Buyer that are prepared Return at least thirty (30) days prior to the last date for a Pre-Closing timely filing such Tax Period. (iii) Sellers and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, agents, auditors, representatives, officers and employees reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records reasonably required in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer, PHL and Sellers agree to retain or cause to be retained all books and records pertinent to APC and its Subsidiaries until the applicable period for assessment under applicable law Return (giving effect to any and all valid extensions or waivers) has expiredthereof), and to abide accompanied by or cause a statement calculating in reasonable detail the abidance with all record retention agreements entered into with any taxing authority. Buyer, PHL and Sellers shall cooperate with each other in the conduct of any audit or other proceedings involving APC or any Subsidiary of APC for any Tax purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection. Any Tax Return prepared by PHL Allied Shareholders' indemnification obligation pursuant to Section 5.7.5(i11.2(III)(A). If for any reason the Allied Shareholders do not agree with Buyer's calculation of their indemnification obligation, the Allied Shareholders shall notify Buyer of their disagreement within ten (10) days of receiving a copy of the Tax Return and Buyer's calculation, and such dispute shall be resolved pursuant to the Tax Dispute Resolution Mechanism. If the Allied Shareholders agree with Buyer's calculation of their indemnification obligation, the Allied Shareholders shall pay Buyer the amount of the Allied Shareholders' indemnification obligation at least five (5) business days prior to the last date for timely filing such Tax Return (including any valid extensions thereof). (3) Any refunds or credits of Taxes of Allied plus any interest received with respect thereto from an applicable Taxing authority for any Taxable period ending on or before the Closing Date (including, without limitation, refunds or credits arising by reason of amended Tax Returns filed after the Closing Date) shall, except as otherwise provided in Section 11.2(III)(M) and except to the extent any such refund or claim is reflected as an asset on the Unaudited Financial Statements, be for the account of the Allied Shareholders and shall be paid by Buyer to the Allied Shareholders within thirty (30) days after Buyer receives such refund or after the relevant Tax Return is filed in which PHL intends to seek reimbursement from Buyer orthe credit is applied against Buyer's, effective after Closing, APC the Company's or any of its Subsidiaries, their Affiliates' or any of their successors' liability for Taxes. Any refunds or credits of Taxes of Allied plus any interest received with respect thereto from an applicable Taxing authority for any portion Taxable period beginning after the Closing Date shall be for the account of Buyer. Any refunds or credits of Taxes of Allied for any Straddle Period shall be apportioned between the Allied Shareholders, on the one hand, and Buyer, on the other hand, in the same manner as the liability for such Taxes reflected on such Tax Return or any Tax Return prepared by, or at the direction of, Buyer is apportioned pursuant to Section 5.7.511.2(III)(C).

Return Filings, Refunds and Credits. (i) PHL Seller shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, on a timely basis, all Tax Returns with respect to the Business (including any Tax Returns of APC and its the Transferred Entities or the Transferred Subsidiaries for all Tax which Seller currently has filing responsibility) for taxable periods ending on or before prior to the Closing Date Date, and shall pay or cause to be responsible for remitting all Taxes reflected paid the amounts shown as due and payable on such Tax Returns. Copies of all such Tax Returns (or the relevant portion thereof relating to APC and its Subsidiaries) shall be furnished to Buyer. (ii) Buyer shall prepare prepare, or cause to be prepared and file prepared, file, or cause to be filed filed, on a timely basis basis, all other Tax Returns with respect to APC the Business and its Subsidiaries for taxable periods including (but not ending on) pay or cause to be paid the Closing Date (taking into account extensions) amounts shown as due and shall be responsible for remitting all Taxes reflected payable on such Tax Returns. If requested Except as otherwise required by PHL or SellersApplicable Law, the computation of Taxes and the reporting of items for a Straddle Period shall be in a manner consistent with the manner in which such Taxes were computed and such items were reported in preceding taxable periods. Before filing any Tax Return with respect to any Straddle Period, Buyer shall furnish copies provide Seller with a copy of all such Tax Returns prepared Return at least ten (10) days prior to the earlier of (x) the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) and (y) the date of actual filing of such Tax Return, accompanied by a statement calculating in reasonable detail Seller's indemnification obligation pursuant to Section 6.9(c)(i). Notwithstanding anything in this Agreement to the contrary, if Buyer that are prepared fails to provide Seller with either a copy of such Tax Return or such statement within the time frame described above, Seller's indemnification obligation under Section 6.9(c)(i) shall be reduced to the extent of any liability incurred as a result of the failure of Buyer to timely provide Seller a copy of such Tax Return or such statement. If for any reason Seller does not agree with Buyer's calculation of its indemnification obligation, Seller shall notify Buyer of its disagreement within five (5) days of receiving a Pre-Closing copy of the Tax PeriodReturn and Buyer's calculation, and such dispute shall be resolved pursuant to the Tax Dispute Resolution Mechanism. If Seller agrees with Buyer's calculation of its indemnification obligation, Seller shall pay to Buyer the amount of Seller's indemnification obligation at least one business day prior to the last date for timely filing such Tax Return (including any valid extensions thereof). (iii) Sellers Seller and Buyer shall reasonably cooperate, and shall cause their respective Affiliatesaffiliates, officers, employees, agents, auditors, representatives, officers auditors and employees representatives reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records reasonably required necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer, PHL Buyer and Sellers agree to retain or cause to be retained all books and records pertinent to APC Seller recognize that Seller and its affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information relating to the Business to the extent such records and information pertain to events occurring prior to the Closing Date; therefore, Buyer agrees that (A) from and after the Closing Date, Buyer shall, or shall cause the Transferred Subsidiaries and their successors to (1) retain and maintain such records until the applicable period earlier of (x) the expiration of the statute of limitations for assessment under applicable law (giving effect the Tax periods to any and all extensions or waivers) has expired, and to abide by or cause which the abidance with all record retention agreements entered into with any taxing authority. Buyer, PHL and Sellers shall cooperate with each other in the conduct of any audit or other proceedings involving APC or any Subsidiary of APC for any Tax purposes and each shall execute and deliver such powers of attorney Returns and other documents relate to or (y) such time as are the other party agrees in writing that such retention and maintenance is no longer necessary and (2) allow Seller and its agents and representatives (and agents and representatives of any of its affiliates), at Seller's expense and during regular business hours, to carry out inspect, review and make copies of such records as Seller may reasonably deem necessary or appropriate from time to time. (iv) Any refunds or credits of Taxes of the intent Business received by Buyer or the Transferred Subsidiaries plus any interest received with respect thereto from the applicable taxing authority for any Pre-Closing Tax Period (including, without limitation, refunds or credits arising by reason of amended Tax Returns filed after the Closing Date) shall be for the account of Seller other than (a) any refunds or credits that were included in the calculation of the Final Net Working Capital Amount, (b) any refund or credit of property tax which is directly attributable to a capital expenditure or similar action of Buyer, the Transferred Subsidiaries, the Transferred Entities or any Affiliate taken after the Closing and (c) any refund or credit that arises as a result of a carryback of a loss or other Tax benefit from a Post-Closing Tax Period, which shall be for the account of Buyer, provided, however, that Buyer shall indemnify Seller for any loss or reduction in any credit or other Tax attribute for any Pre-Closing Tax Period as a result of the carryback of such loss or other Tax benefit. All other refunds or credits of Taxes of the Business plus any interest received with respect thereto from the applicable taxing authority shall be for the account of Buyer. If one party receives a refund or credit to which the other party is entitled pursuant to this subsectionSection 6.9(a)(iv), it shall pay to the other party within 10 days of receipt thereof. Any To the extent a refund or credit relates to a Tax Return prepared by PHL that is prorated pursuant to Section 5.7.5(i6.9(b), such refund or credit shall be prorated using the principles set forth in Section 6.9(b). (v) If an audit adjustment, amended Tax Return or amended assessment (an "Adjustment") after the date hereof shall both increase a Tax liability which is allocated to Seller under this Section 6.9 (or reduce losses or credits otherwise available to Seller) for which PHL intends to seek reimbursement from a period ending on or before the Closing Date (treating such date as the end of a short taxable year for this purpose) and decrease a Tax liability of (or increase losses or credits otherwise available to) Buyer or, effective after Closing, APC or any of its the Transferred Subsidiaries for a period ending after the Closing Date (treating such date as the end of a short taxable year for this purpose), then Buyer shall promptly pay to Seller an amount equal to the present value amount of such refund, reduction, credit or adjustment, which present value amount shall be determined by using a discount rate equal to the mid-term applicable federal rate in effect on the date on which the Adjustment is made. Similarly, if an Adjustment shall both decrease a Tax liability which is allocated to Seller under this Section 6.9 (or increase losses or credits of Seller) for a period ending on or before the Closing Date and increase the Tax liability of Buyer, the Company or any of the Transferred Subsidiaries (or reduce losses or credits otherwise available to any such corporation after taking into account this Agreement) for a period ending after the Closing Date (treating such date as the end of a short taxable year for this purpose), then Seller shall promptly pay to Buyer an amount equal to the present value amount of such refund, reduction, credit or adjustment, which present value amount shall be determined by using a discount rate equal to the mid-term applicable federal rate in effect on the date on which the Adjustment is made. This Section 6.9(a)(vi) shall be effective with respect to increases and decreases in Tax liability as long as permitted under applicable law. (vi) At Seller's request and expense, Buyer shall, or shall cause the Transferred Subsidiaries to file for and obtain any refunds or credits to which Seller is entitled under this Section 6.9(a)(vi). In connection therewith Buyer will, or will cause the Transferred Subsidiaries to forward to Seller any such refund within ten (10) days after the refund is received (or reimburse Seller for any such credit within ten (10) days after the relevant Tax Return is filed in which the credit is actually applied against the Transferred Subsidiaries, for any portion of the Taxes reflected on such Tax Return their affiliates or any Tax Return prepared by, or at the direction of, Buyer pursuant to Section 5.7.5of their successors' liability for Taxes.

Return Filings, Refunds and Credits. (i) PHL Seller shall prepare or cause to be prepared include the income of the Company and its Subsidiaries in Seller's federal consolidated Income Tax Returns, and shall file or cause to be filed all state, foreign and local Income Tax Returns of APC the Company and its Subsidiaries Subsidiaries, for all Tax periods ending on or before the Closing Date and shall be responsible for remitting all Taxes reflected on such Income Tax Returns. Seller shall also prepare or cause to be prepared and file or cause to be filed all Miscellaneous Tax Returns due on or before the Closing Date (taking into account extensions) and shall be responsible for remitting all Miscellaneous Taxes reflected on such Miscellaneous Tax Returns. Copies of all such Tax Returns (or the relevant portion thereof relating to APC the Company and its Subsidiaries) shall be furnished to Buyer. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed on a timely basis (with the assistance of Seller to the extent provided in any separate agreement for continuing services) all Income Tax Returns with respect to APC the Company and its Subsidiaries for taxable periods including (but not ending on) the Closing Date and all Miscellaneous Tax Returns due after the Closing Date (taking into account extensions) and shall be responsible for remitting all Taxes reflected on such Tax Returns. Any such Tax Return shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method and shall be submitted by Buyer to Seller in sufficient time to permit a reasonable review prior to the due date (including extensions) of such Tax Return. Seller shall have the right to review all work papers and procedures used to prepare any such Tax Return. If requested Seller, within 10 business days after delivery of any such Tax Return, notifies Buyer in writing that it objects to any items in such Tax Return, the parties shall proceed in good faith to resolve the disputed items and, if they are unable to do so within 10 business days, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by PHL the Accountants (as defined in Section 6.7(g), provided, however, that if the Accountants shall determine that two or Sellersmore alternative positions with respect to the matter in question are equally supported by applicable law, Buyer the party that is liable for such item under Section 6.7(c) shall furnish copies determine which position shall be taken on the relevant Tax Return. Upon resolution of all disputed items, the relevant Tax Return shall be adjusted to reflect such Tax Returns prepared resolution and shall be binding upon the parties without further adjustment. The costs, fees and expense of such accounting firm shall be borne equally by Buyer that are prepared for a Pre-Closing Tax Periodand Seller. (iii) Sellers Seller and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, agents, auditors, representatives, officers and employees reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records reasonably required necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer, PHL Buyer and Sellers Seller agree to retain or cause to be retained all books and records pertinent to APC the Company and its the Subsidiaries until the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any taxing authority. BuyerThe Company and its Subsidiaries agree to give Seller reasonable notice prior to transferring, PHL discarding or destroying any such books relating to Tax matters and, if Seller so requests, the Company or any Subsidiary shall allow Seller to take possession of such books and Sellers records. Buyer and Seller shall cooperate with each other in the conduct of any audit or other proceedings involving APC the Company or any Subsidiary of APC for any Tax purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection. Any For any Income Tax Return prepared by PHL pursuant to Section 5.7.5(i) of the Company or its Subsidiaries that Seller is responsible for which PHL intends to seek reimbursement from Buyer or, effective after Closing, APC filing and that requires the signature of an officer of the Company or any one of its Subsidiaries, Seller shall present a completed Income Tax Return for the signature of an appropriate officer designated by the Company or the applicable Subsidiary. Seller shall give such officer any support for the Tax Return reasonably requested by such officer. The officer shall sign the return and deliver it to Seller as soon as reasonably practicable. (iv) Except in the case of refunds attributable to carrybacks from Post-Closing Tax Periods, any refunds with respect to Income Tax Returns paid to Buyer for any portion of period ending on or before the Taxes Closing Date which were not reflected on such the Company Net Assets Statement shall be paid to Seller by Buyer within three (3) business days after receipt in cash or as a credit to Buyer's Tax Return or any Tax Return prepared by, or at the direction of, Buyer pursuant to Section 5.7.5liability.

Return Filings, Refunds and Credits. (i) PHL IP shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed all Tax Returns of APC and its Subsidiaries for all Tax periods ending on or before the Closing Date and shall be responsible for remitting all Taxes reflected on such Tax Returns. Copies of all such Tax Returns (or the relevant portion thereof relating to APC and its Subsidiaries) shall be furnished to Buyer. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed filed, on a timely basis basis, all Tax Returns with respect to APC BUSA and the BUSA Subsidiaries with a due date, including valid extensions thereof, after the Closing Date. The computation of Taxes and the reporting of items for any Pre-Closing Period shall be in a manner consistent with the manner in which such Taxes were computed and such items were reported in preceding taxable periods ("Past Practice"). Before filing any Tax Return with respect, in whole or in part, to any Pre-Closing Period, IP shall provide the Controlling Sellers' Representative with a copy of such Tax Return at least twenty days prior to the last date for timely filing such Tax Return (giving effect to any valid extensions thereof), accompanied by a statement calculating in reasonable detail the Controlling Sellers' indemnification obligation pursuant to Section 6.8(a)(i). If for any reason the Controlling Sellers' Representative does not agree with IP's calculation of its indemnification obligation, the Controlling Sellers' Representative shall notify IP of its disagreement within ten days of receiving a copy of the Tax Return and IP's calculation, and such dispute shall be resolved pursuant to the Tax Dispute Resolution Mechanism. If the Controlling Sellers' Representative agrees with IP's calculation of their indemnification obligation, IP shall have a right of offset against the Note pursuant to the terms thereof in the amount of the Controlling Sellers' indemnification obligation effective at least one business day prior to the last date for timely filing such Tax Return (including any valid extensions thereof). Except as herein provided, neither IP nor any of BUSA and the BUSA Subsidiaries shall file any Tax Return with respect to BUSA and the BUSA Subsidiaries for taxable periods including (but not ending on) the Closing Date (taking into account extensions) and shall be responsible for remitting all Taxes reflected on such Tax Returns. If requested by PHL or Sellers, Buyer shall furnish copies of all such Tax Returns prepared by Buyer that are prepared for a any Pre-Closing Tax PeriodPeriod without the prior written consent of the Controlling Sellers' Representative. (iiiii) Sellers BUSA, the Controlling Sellers' Representative and Buyer the BUSA Subsidiaries and IP shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors, representatives, officers auditors and employees representatives reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records reasonably required necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. BuyerIP and the Controlling Sellers' Representative recognize that the Controlling Sellers' Representative, PHL the Controlling Sellers and their respective Affiliates will need access, from time to time, after the Closing Date, to certain accounting and tax records and information held by BUSA and the BUSA Subsidiaries to the extent such records and information pertain to events occurring prior to the Closing Date; therefore, IP agrees that (A) from and after the Closing Date, IP shall, and shall cause BUSA and the BUSA Subsidiaries, their Affiliates and their successors to, (1) retain and maintain such records until such time as the Controlling Sellers' Representative agrees that such retention and maintenance is no longer necessary and (2) allow the Controlling Sellers' Representative and his agents and representatives (and agents and representatives of the Controlling Sellers agree and their respective Affiliates), to retain inspect, review and make copies of such records as the Controlling Sellers' Representative may deem necessary or cause appropriate from time to time. (iii) Any refunds or credits of Taxes of BUSA and the BUSA Subsidiaries plus any interest received with respect thereto from the applicable taxing authority for any taxable period ending on or before the Closing Date (including, without limitation, refunds or credits arising by reason of amended Tax Returns filed after the Closing Date) shall be paid by IP to the Controlling Sellers on a Proportionate Basis within 10 days after IP, BUSA or such BUSA Subsidiary receives such refund or after the relevant Tax Return is filed in which the credit is applied against IP's, BUSA's, such BUSA Subsidiaries', any of their Affiliates' or any of their successors' liability for Taxes; provided, however, that such refund or credit payable to the Controlling Sellers may be reduced to the extent of actual tax payments to be retained all books made by IP, BUSA or such BUSA Subsidiary in respect of such refund or credit. Any refunds or credits of Taxes of BUSA and records pertinent to APC and its the BUSA Subsidiaries until plus any interest received with respect thereto from the applicable taxing authority for any taxable period beginning after the Closing Date shall be for assessment the account of IP. Any refunds or credits of Taxes of BUSA and the BUSA Subsidiaries for any Straddle Period shall be apportioned between the Controlling Sellers (on a Proportionate Basis) and IP in the same manner as the liability for such Taxes is apportioned pursuant to Section 6.8(a)(iii). (iv) At the Controlling Sellers' Representative's request (and for the account of the Controlling Sellers, who shall be severally and not jointly responsible on a Proportionate Basis for out-of-pocket costs), IP shall cause BUSA and the BUSA Subsidiaries and any of their successors to file for and obtain any refunds or credits with respect to Income Taxes to which, consistent with Past Practice, BUSA and the BUSA Subsidiaries are entitled under applicable law for a Pre-Closing Tax Period. In connection therewith, (giving effect A) (i) for a refund or credit relating to any and all extensions or waiversa Pre-Closing Tax Period that is not a Straddle Period, IP shall permit the Controlling Sellers' Representative (at the Controlling Sellers' Representative's expense) has expired, and to abide by or cause control the abidance with all record retention agreements entered into with any taxing authority. Buyer, PHL and Sellers shall cooperate with each other in the conduct prosecution of any audit such refund claim and, where reasonable and appropriate, IP shall cause BUSA or other proceedings involving APC or the relevant BUSA Subsidiary and any Subsidiary of APC for any Tax purposes and each shall execute and deliver such its successors to authorize by appropriate powers of attorney and other documents such persons as are necessary the Controlling Sellers' Representative shall designate to carry out the intent of this subsection. Any Tax Return prepared by PHL pursuant to Section 5.7.5(i) for which PHL intends to seek reimbursement from Buyer or, effective after Closing, APC represent BUSA or such subsidiary or any of its Subsidiariessuccessors with respect to such refund claim and (ii) for a refund or credit relating to a Straddle Period, for the Controlling Sellers' Representative (at his expense) shall have the right to participate in (but not control) the prosecution of any portion such refund claim; and (B) IP shall cause BUSA or the relevant BUSA Subsidiary or any of its successors to pay any such refund to the Taxes reflected Controlling Sellers on a Proportionate Basis within 10 days after the refund is received (or pay to the Controlling Sellers on a Proportionate Basis the amount of any such credit within 10 days after the relevant Tax Return is filed in which the credit is actually applied against BUSA's or an BUSA Subsidiary's, any of its Affiliates' or any Tax Return prepared byof its successors' liability for Taxes), or at the direction of, Buyer pursuant to Section 5.7.5whichever is earlier.

Return Filings, Refunds and Credits. (ia) PHL shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of APC and its Subsidiaries for all Tax periods ending on or before the Closing Date and shall be responsible for remitting all Taxes reflected on such Tax Returns. Copies of all such Tax Returns (or the relevant portion thereof relating to APC and its Subsidiaries) shall be furnished to Buyer. (ii) Buyer The Seller shall prepare or cause to be prepared and file or cause to be filed on a timely basis all Tax Returns tax returns with respect to APC the Company and its the Subsidiaries for taxable periods including (but ending on or prior to the Closing Date. The Buyer shall not file any tax returns with respect to the Company or any of the Subsidiaries for taxable periods ending on) on or prior to the Closing Date without the prior written consent of the Seller. (taking into account extensionsb) The Buyer shall prepare or cause to be prepared and shall file or cause to be filed on a timely basis all other tax returns with respect to the Company and the Subsidiaries. In connection therewith, the Seller shall be responsible for remitting all Taxes reflected on and shall pay any taxes for which the Seller has agreed to indemnify the Buyer pursuant to Section 7.1 herein. Before filing any tax Return with respect to any Straddle Period, the Buyer shall provide the Seller with a copy of such Tax Returnstax return at least thirty days prior to the last date for timely filing such tax return (giving effect to any valid extensions thereof), accompanied by a statement calculating in reasonable detail the Seller's indemnification obligation pursuant to Section 7.1 herein. If requested by PHL or Sellersfor any reason the Seller does not agree with the Buyer's calculation of its indemnification obligation, the Seller shall notify the Buyer of its disagreement within ten days of receiving a copy of the tax return and the Buyer's calculation, and such dispute shall furnish copies be resolved pursuant to the Tax Dispute Resolution Mechanism. If the Seller agrees with the Buyer's calculation of all its indemnification obligation, the Seller shall pay to the Buyer the amount of the Seller's indemnification obligation at least five business days prior to the last date for timely filing such Tax Returns prepared by Buyer that are prepared for a Pre-Closing Tax Periodtax return (including any valid extensions thereof). (iiic) Sellers The Seller, the Company and the Subsidiaries and the Buyer shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors, representatives, officers auditors and employees representatives reasonably to cooperate, in preparing and filing all Tax Returns tax returns (including amended returns and claims for refund), including maintaining and making available to each other all records reasonably required necessary in connection with Taxes taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer, PHL taxes. (d) Any refunds or credits of taxes of the Company and Sellers agree to retain or cause to be retained all books and records pertinent to APC and its the Subsidiaries until plus any interest received with respect thereto from the applicable taxing authority for any taxable period ending on or before the Closing Date (including, without limitation, refunds or credits arising by reason of amended tax returns filed after the Closing Date) shall be for assessment under the account of the Seller and shall be paid by the Buyer to the Seller within 20 days after the Buyer receives such refund or after the relevant tax return is filed in which the credit is applied against the Buyer's, the Company's, the Subsidiaries', any of their Affiliates' or any of their successors' liability for taxes. Any refunds or credits of taxes of the Company or the Subsidiaries plus any interest received with respect thereto from the applicable law (giving effect to taxing authority for any taxable period beginning after the Closing Date shall be for the account of the Buyer. Any refunds or credits of taxes of the Company or the Subsidiaries for any Straddle Period shall be apportioned between the Seller and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any taxing authority. Buyer, PHL and Sellers shall cooperate with each other Buyer in the conduct of any audit or other proceedings involving APC or any Subsidiary of APC same manner as the liability for any Tax purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection. Any Tax Return prepared by PHL taxes is apportioned pursuant to Section 5.7.5(i) for which PHL intends to seek reimbursement from Buyer or, effective after Closing, APC or any of its Subsidiaries, for any portion of the Taxes reflected on such Tax Return or any Tax Return prepared by, or at the direction of, Buyer pursuant to Section 5.7.57.1.

Return Filings, Refunds and Credits. (ia) PHL shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of APC and its Subsidiaries for all Tax periods ending on or before the Closing Date and shall be responsible for remitting all Taxes reflected on such Tax Returns. Copies of all such Tax Returns (or the relevant portion thereof relating to APC and its Subsidiaries) shall be furnished to Buyer. (ii) Buyer Seller shall prepare or cause to be prepared and file or cause to be filed on a timely basis all Tax Returns with respect to APC the Company and its Subsidiaries subsidiaries for taxable periods including (but not ending on) on or prior to the Closing Date (taking into account extensions) and Date. Seller shall timely pay or cause to be responsible for remitting paid all Taxes reflected shown on such Tax Returns. If requested by PHL or Sellers, Buyer shall furnish copies of all such Tax Returns and Buyer and/or the Company shall pay to Seller from the reserves, if any, on the Closing Statement of Company Business Net Worth for such Taxes an amount not in excess of the amount paid by the Seller in respect of such Taxes. Such Tax Returns shall be prepared by in a manner consistent with past practices and such Tax Returns which do not relate to or include a company other than the Company and any of its subsidiaries ("Separate Returns") shall be provided to Buyer to allow for Buyer's review prior to filing. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Separate Returns. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Separate Returns, the parties shall jointly request the Auditor to resolve any issue at least five days before the due date of any such Separate Return, in order that are prepared for a Presuch Separate Return may be timely filed. The Seller and Buyer shall each pay one-Closing Tax Periodhalf of the Auditor's fees and expenses. (iiib) Sellers and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, agents, auditors, representatives, officers and employees reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records reasonably required in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer, PHL and Sellers agree to retain prepare or cause to be retained prepared and shall file or cause to be filed on a timely basis all books and records pertinent Tax Returns with respect to APC the business of the Company and its Subsidiaries until the applicable period for assessment under applicable law subsidiaries other than those set forth in clause (giving effect to any and all extensions or waiversa) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any taxing authority. Buyer, PHL and Sellers shall cooperate with each other in the conduct of any audit or other proceedings involving APC or any Subsidiary of APC for any Tax purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection. Any Tax Return prepared by PHL pursuant to Section 5.7.5(i) for which PHL intends to seek reimbursement from Buyer or, effective after Closing, APC or any of its Subsidiaries, for any portion of the Taxes reflected on such Tax Return or any Tax Return prepared by, or at the direction of, Buyer pursuant to Section 5.7.56.

Return Filings, Refunds and Credits. (i) PHL Seller shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, on a timely basis, all Tax Returns with respect to the Business (including any Tax Returns of APC and its the Transferred Entities or the Transferred Subsidiaries for all Tax which Seller currently has filing responsibility) for taxable periods ending on or before prior to the Closing Date Date, and shall pay or cause to be responsible for remitting all Taxes reflected paid the amounts shown as due and payable on such Tax Returns. Copies of all such Tax Returns (or the relevant portion thereof relating to APC and its Subsidiaries) shall be furnished to Buyer. (ii) Buyer shall prepare prepare, or cause to be prepared and file prepared, file, or cause to be filed filed, on a timely basis basis, all other Tax Returns with respect to APC the Business and its Subsidiaries for taxable periods including (but not ending on) pay or cause to be paid the Closing Date (taking into account extensions) amounts shown as due and shall be responsible for remitting all Taxes reflected payable on such Tax Returns. If requested Except as otherwise required by PHL or SellersApplicable Law, the computation of Taxes and the reporting of items for a Straddle Period shall be in a manner consistent with the manner in which such Taxes were computed and such items were reported in preceding taxable periods. Before filing any Tax Return with respect to any Straddle Period, Buyer shall furnish copies provide Seller with a copy of all such Tax Returns prepared Return at least ten (10) days prior to the earlier of (x) the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) and (y) the date of actual filing of such Tax Return, accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation pursuant to Section 6.9(c)(i). Notwithstanding anything in this Agreement to the contrary, if Buyer that are prepared fails to provide Seller with either a copy of such Tax Return or such statement within the time frame described above, Seller’s indemnification obligation under Section 6.9(c)(i) shall be reduced to the extent of any liability incurred as a result of the failure of Buyer to timely provide Seller a copy of such Tax Return or such statement. If for any reason Seller does not agree with Buyer’s calculation of its indemnification obligation, Seller shall notify Buyer of its disagreement within five (5) days of receiving a Pre-Closing copy of the Tax PeriodReturn and Buyer’s calculation, and such dispute shall be resolved pursuant to the Tax Dispute Resolution Mechanism. If Seller agrees with Buyer’s calculation of its indemnification obligation, Seller shall pay to Buyer the amount of Seller’s indemnification obligation at least one business day prior to the last date for timely filing such Tax Return (including any valid extensions thereof). (iii) Sellers Seller and Buyer shall reasonably cooperate, and shall cause their respective Affiliatesaffiliates, officers, employees, agents, auditors, representatives, officers auditors and employees representatives reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records reasonably required necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer, PHL Buyer and Sellers agree to retain or cause to be retained all books and records pertinent to APC Seller recognize that Seller and its affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information relating to the Business to the extent such records and information pertain to events occurring prior to the Closing Date; therefore, Buyer agrees that (A) from and after the Closing Date, Buyer shall, or shall cause the Transferred Subsidiaries and their successors to (1) retain and maintain such records until the applicable period earlier of (x) the expiration of the statute of limitations for assessment under applicable law (giving effect the Tax periods to any and all extensions or waivers) has expired, and to abide by or cause which the abidance with all record retention agreements entered into with any taxing authority. Buyer, PHL and Sellers shall cooperate with each other in the conduct of any audit or other proceedings involving APC or any Subsidiary of APC for any Tax purposes and each shall execute and deliver such powers of attorney Returns and other documents relate to or (y) such time as are the other party agrees in writing that such retention and maintenance is no longer necessary and (2) allow Seller and its agents and representatives (and agents and representatives of any of its affiliates), at Seller’s expense and during regular business hours, to carry out inspect, review and make copies of such records as Seller may reasonably deem necessary or appropriate from time to time. (iv) Any refunds or credits of Taxes of the intent Business received by Buyer or the Transferred Subsidiaries plus any interest received with respect thereto from the applicable taxing authority for any Pre-Closing Tax Period (including, without limitation, refunds or credits arising by reason of amended Tax Returns filed after the Closing Date) shall be for the account of Seller other than (a) any refunds or credits that were included in the calculation of the Final Net Working Capital Amount, (b) any refund or credit of property tax which is directly attributable to a capital expenditure or similar action of Buyer, the Transferred Subsidiaries, the Transferred Entities or any Affiliate taken after the Closing and (c) any refund or credit that arises as a result of a carryback of a loss or other Tax benefit from a Post-Closing Tax Period, which shall be for the account of Buyer, provided, however, that Buyer shall indemnify Seller for any loss or reduction in any credit or other Tax attribute for any Pre-Closing Tax Period as a result of the carryback of such loss or other Tax benefit. All other refunds or credits of Taxes of the Business plus any interest received with respect thereto from the applicable taxing authority shall be for the account of Buyer. If one party receives a refund or credit to which the other party is entitled pursuant to this subsectionSection 6.9(a)(iv), it shall pay to the other party within 10 days of receipt thereof. Any To the extent a refund or credit relates to a Tax Return prepared by PHL that is prorated pursuant to Section 5.7.5(i6.9(b), such refund or credit shall be prorated using the principles set forth in Section 6.9(b). (v) If an audit adjustment, amended Tax Return or amended assessment (an “Adjustment”) after the date hereof shall both increase a Tax liability which is allocated to Seller under this Section 6.9 (or reduce losses or credits otherwise available to Seller) for which PHL intends to seek reimbursement from a period ending on or before the Closing Date (treating such date as the end of a short taxable year for this purpose) and decrease a Tax liability of (or increase losses or credits otherwise available to) Buyer or, effective after Closing, APC or any of its the Transferred Subsidiaries for a period ending after the Closing Date (treating such date as the end of a short taxable year for this purpose), then Buyer shall promptly pay to Seller an amount equal to the present value amount of such refund, reduction, credit or adjustment, which present value amount shall be determined by using a discount rate equal to the mid-term applicable federal rate in effect on the date on which the Adjustment is made. Similarly, if an Adjustment shall both decrease a Tax liability which is allocated to Seller under this Section 6.9 (or increase losses or credits of Seller) for a period ending on or before the Closing Date and increase the Tax liability of Buyer, the Company or any of the Transferred Subsidiaries (or reduce losses or credits otherwise available to any such corporation after taking into account this Agreement) for a period ending after the Closing Date (treating such date as the end of a short taxable year for this purpose), then Seller shall promptly pay to Buyer an amount equal to the present value amount of such refund, reduction, credit or adjustment, which present value amount shall be determined by using a discount rate equal to the mid-term applicable federal rate in effect on the date on which the Adjustment is made. This Section 6.9(a)(vi) shall be effective with respect to increases and decreases in Tax liability as long as permitted under applicable law. (vi) At Seller’s request and expense, Buyer shall, or shall cause the Transferred Subsidiaries to file for and obtain any refunds or credits to which Seller is entitled under this Section 6.9(a)(vi). In connection therewith Buyer will, or will cause the Transferred Subsidiaries to forward to Seller any such refund within ten (10) days after the refund is received (or reimburse Seller for any such credit within ten (10) days after the relevant Tax Return is filed in which the credit is actually applied against the Transferred Subsidiaries, for any portion of the Taxes reflected on such Tax Return their affiliates or any Tax Return prepared by, or at the direction of, Buyer pursuant to Section 5.7.5of their successors’ liability for Taxes.

Return Filings, Refunds and Credits. (ia) PHL Sellers at their sole cost and expense shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed all Tax Returns of APC and its Subsidiaries for all Tax periods ending on or before the Closing Date and shall be responsible for remitting all Taxes reflected on such Tax Returns. Copies of all such Tax Returns (or the relevant portion thereof relating to APC and its Subsidiaries) shall be furnished to Buyer. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed filed, on a timely basis all Tax Returns with respect to APC and its Subsidiaries DCE for taxable periods including ending on or prior to the Closing Date, and shall pay the Taxes (but not ending onif any) attributable to such periods, all of which shall be subject to permitted extensions by the applicable taxing authorities. (b) Any ad valorem, use, real property, personal property and other similar Tax arising from or relating to any asset or property of DCE that becomes due and payable after the Closing Date and relates to a taxable period (taking into account extensionsor portion thereof) beginning on or before the Closing Date shall be allocated as follows: the amount of such Tax shall be multiplied by a fraction, the numerator of which is the total number of days in the applicable taxable period up to and including the Closing Date, and the denominator of which is the total number of days in the applicable taxable period and shall be responsible for remitting all Taxes reflected on such Tax Returns. If requested by PHL or Sellers, Buyer shall furnish copies of all such Tax Returns prepared by Buyer that are prepared for a allocated to the Pre-Closing Tax PeriodPeriod portion of such applicable taxable period and the balance of such Tax shall be allocated to the portion of such taxable period beginning after the Closing Date. With respect to a taxable period that begins on or before and ends after the Closing Date, the portion of Taxes based on gross or net income or gross receipts, including Texas franchise margin tax imposed on DCE, allocated to the Pre-Closing Tax Period and to the portion of the taxable period beginning after the Closing Date, shall be determined by assuming that the taxable period ended at the close of business on the Closing Date. (iiic) The Sellers and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors, representatives, officers auditors and employees representatives reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records reasonably required necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer recognizes that the Sellers and their Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by DCE to the extent such records and information pertain to events occurring prior to the Closing Date; therefore, from and after the Closing Date, Buyer shall, and shall cause DCE to (i) retain and maintain such records for six years following the Closing Date and (ii) allow the Sellers and their agents and representatives (and agents and representatives of any of its Affiliates), to inspect, review and make copies of such records, each at its own expense, as the Sellers may deem necessary or appropriate from time to time. The Sellers recognize that Buyer and its Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Sellers to the extent such records and information pertain to events occurring prior to such Closing Date; therefore, from and after the Closing Date, the Sellers shall (i) retain and maintain such records for six years following the Closing Date and (ii) allow Buyer and its agents and representatives (and agents and representatives of any of their Affiliates) to inspect, review and make copies of such records, each at its own expense, as Buyer may deem necessary or appropriate from time to time. (d) Any refunds or credits of Taxes of DCE plus any interest received with respect thereto from the applicable taxing authority for any taxable period or portion thereof ending on or before the Closing Date (including refunds or credits arising by reason of amended Tax Returns attributable to taxable periods or portions thereof ending on or before the Closing Date but filed after the Closing Date) shall be for the account of the Sellers and, if and when received by Buyer, PHL and Sellers agree to retain or cause to shall be retained all books and records pertinent to APC and its Subsidiaries until the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) has expired, and to abide paid by or cause the abidance with all record retention agreements entered into with any taxing authority. Buyer as soon as practicable after Buyer, PHL and Sellers shall cooperate with each other in the conduct of any audit or other proceedings involving APC or any Subsidiary of APC for any Tax purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection. Any Tax Return prepared by PHL pursuant to Section 5.7.5(i) for which PHL intends to seek reimbursement from Buyer or, effective after Closing, APC DCE or any of its Subsidiariestheir respective Affiliates or successors receives such refund or after the relevant Tax Return is filed in which the credit is applied against Buyer’s, DCE’s or any of their Affiliates’ or any of their successors’ liability for Taxes. Any refunds or credits of Taxes of DCE actually received or applied by the Sellers, plus any interest actually received by the Sellers with respect thereto from the applicable taxing authority for any portion taxable period beginning after the Closing Date, shall be for the account of the Taxes reflected on such Tax Return or any Tax Return prepared by, or at the direction of, Buyer pursuant to Section 5.7.5Buyer.

Return Filings, Refunds and Credits. (ia) PHL shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of APC and its Subsidiaries for all Tax periods ending on or before Except as noted in the Closing Date and shall be responsible for remitting all Taxes reflected on such Tax Returns. Copies of all such Tax Returns (or the relevant portion thereof relating to APC and its Subsidiaries) shall be furnished to Buyer. (ii) Buyer immediately following sentence, Ralcorp shall prepare or cause to be prepared and file or cause to be filed on a timely basis (in each case, at its own cost and expense and in a manner consistent with past practice) all Tax Returns with respect to APC and its Subsidiaries Ralsxxx xxx with respect to an Affiliated Group for taxable periods including (but not ending on) on or prior to the Closing Date Date. Ralcorp agrees that Ralsxxx xxxll sign and file all Tax Returns prepared solely on behalf of Ralsxxx xxx its subsidiaries. For purposes of this Section 10.11(a), Affiliated Group shall mean only such group of which Ralcorp is the common parent. Ralcorp shall provide Vail with copies of all Returns that Ralcorp prepares or causes to be prepared and filed and with originals of all Returns that Ralsxxx xxxl sign and file. Ralcorp shall pay or cause to be paid all Taxes shown on all such Tax Returns, whether filed by Ralcorp or by Ralsxxx. Xalcorp further agrees that Vail shall have a reasonable opportunity to review and comment upon any Tax Return prior to Ralcorp's filing of such Tax Return that could affect the Tax liability of Vail or Ralsxxx. (taking into account extensionsb) Vail shall prepare or cause to be prepared and shall file or cause to be filed on a timely basis all other Tax Returns with respect to Ralsxxx. Xn connection therewith, Foods shall be responsible for remitting all and shall pay any Taxes reflected on such Tax Returnsfor which Foods has agreed to indemnify Vail pursuant to Section 10.5. If requested by PHL or Sellers, Buyer Vail shall furnish provide Foods with copies of all any such Tax Returns prepared covering the Taxes described in Section 10.5 at least ten days prior to the due date thereof (giving effect to any extensions thereto), accompanied by Buyer a statement calculating Foods' indemnification obligation pursuant to Section 10.5. Foods shall pay to Vail the amount of Foods' indemnification obligation at least two business days prior to the due date thereof (giving effect to any extensions thereto) unless the parties are unable to agree on the amount of Foods' indemnification obligation hereunder, in which case Foods shall promptly pay the portion of the indemnification that are prepared is not in dispute and the disputed portion shall be resolved by independent accountants acceptable to both parties whose fees and expenses shall be paid by Vail and Foods in proportion to each party's respective liability for Taxes as determined by such accountants, and Foods shall pay the amount determined by such accountants within two days of such determination, together with interest thereon from the original due date thereof to the date of payment at a Pre-Closing Tax Periodrate equal to 10% per annum. (iiic) Sellers Foods and Buyer Vail shall reasonably cooperate, and shall cause their respective Affiliatesaffiliates, officers, employees, agents, auditors, representatives, officers auditors and employees representatives reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns amendments thereto and claims for refund), including maintaining and making available to each other all records reasonably required necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer. (d) Any refunds or credits of Taxes of Ralsxxx xxx any taxable period ending on or before the Closing Date, PHL except as described in Section 10.12, shall be for the account of Foods and Sellers agree shall be paid by Vail to retain or cause to be retained all books and records pertinent to APC and its Subsidiaries until the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any taxing authority. Buyer, PHL and Sellers shall cooperate with each other in the conduct of any audit or other proceedings involving APC or any Subsidiary of APC for any Tax purposes and each shall execute and deliver Foods within ten days after Vail receives such powers of attorney and other documents as are necessary to carry out the intent of this subsectionrefund. Any Tax Return prepared refunds or credits of Taxes of Ralsxxx xxx any taxable period beginning after the Closing Date shall be for the account of Vail and shall be paid by PHL pursuant Foods to Section 5.7.5(i) for which PHL intends to seek reimbursement from Buyer or, effective Vail within ten days after Closing, APC Foods receives such refund. Any refunds or credits of Taxes of Ralsxxx xxx any Straddle Period shall be allocated between Foods and Vail on the basis of its Subsidiaries, for any portion an "interim closing of the Taxes reflected on such Tax Return or any Tax Return prepared by, or at the direction of, Buyer pursuant to Section 5.7.5books."

Return Filings, Refunds and Credits. (i) PHL Seller shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed all Tax Returns of APC and its Subsidiaries for all Tax periods ending on or before the Closing Date and shall be responsible for remitting all Taxes reflected on such Tax Returns. Copies of all such Tax Returns (or the relevant portion thereof relating to APC and its Subsidiaries) shall be furnished to Buyer. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed filed, on a timely basis all Tax Returns with respect to APC and its Subsidiaries Akrosil Europe for taxable periods including (but not ending on) on or prior to the Closing Date (taking into account extensions) and shall be responsible for remitting all Taxes reflected on Date, except that Seller may, in its discretion, request Buyer to cause Akrosil Europe to prepare and/or timely file any such Tax ReturnsReturn. If requested by PHL or Sellers, No member of Buyer nor Akrosil Europe shall furnish copies of all such file any Tax Returns prepared by Buyer that are prepared Return with respect to the Business for a any Pre-Closing Tax Period without the prior written consent of Seller. (ii) 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 to Akrosil Europe. The computation of Taxes and the reporting of items for a Straddle Period shall be in a manner consistent with the manner in which such Taxes were computed and such items were reported in preceding taxable periods. Before filing any Tax Return with respect to any Straddle Period, Buyer shall provide Seller with a copy of such Tax Return at least twenty (20) days prior to the earlier of (x) the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) and (y) the date of actual filing of such Tax Return, accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation pursuant to Section 5.7(a)(i). Notwithstanding anything in this Agreement to the contrary, if Buyer fails to provide Seller with either a copy of such Tax Return or such statement within the time frame described above, Seller shall have no indemnification obligation pursuant to Section 5.7(a)(i) with respect to any Taxes covered by such Tax Return. If for any reason Seller does not agree with Buyer’s calculation of its indemnification obligation, Seller shall notify Buyer of its disagreement within ten (10) days of receiving a copy of the Tax Return and Buyer’s calculation, and such dispute shall be resolved pursuant to the Tax Dispute Resolution Mechanism. If Seller agrees with Buyer’s calculation of its indemnification obligation, Seller shall pay to Buyer the amount of Seller’s indemnification obligation at least one business day prior to the last date for timely filing such Tax Return (including any valid extensions thereof). (iii) Sellers Seller and Buyer shall reasonably cooperate, and shall cause their respective Affiliatesaffiliates, officers, employees, agents, auditors, representatives, officers auditors and employees representatives reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records reasonably required necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer, PHL Buyer and Sellers agree to retain or cause to be retained all books and records pertinent to APC Seller recognize that Seller and its Subsidiaries affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information relating to Akrosil Europe and/or International Paper (Netherlands) B.V. to the extent such records and information pertain to events occurring prior to the Closing Date; therefore, Buyer agrees that from and after the Closing Date, Buyer shall, and shall cause Akrosil Europe, their affiliates and their successors to, (1) retain and maintain such records in accordance with the statutory requirements of the Netherlands and until such time as Seller agrees in writing that such retention and maintenance is no longer necessary and (2) allow Seller and its agents and representatives (and agents and representatives of any of its affiliates), to inspect, review and make copies of such records as Seller may deem necessary or appropriate from time to time. (iv) Any refunds or credits of Taxes of Akrosil Europe plus any interest received with respect thereto from the applicable taxing authority for any Pre-Closing Tax Period ending on or before the Closing Date (including, without limitation, refunds or credits arising by reason of amended Tax Returns filed after the Closing Date) shall be for the account of Seller and shall be paid by Buyer to Seller within ten (10) days after Buyer or Akrosil Europe receives such refund or after the relevant Tax Return is filed in which the credit is applied against Buyer’s, Akrosil Europe’s, any of their affiliates’ or any of their successors’ liability for Taxes. Any refunds or credits of Taxes of Akrosil Europe plus any interest received with respect thereto from the applicable taxing authority for any taxable period beginning after the Closing Date shall be for assessment under applicable law (giving effect to the account of Buyer. Any refunds or credits of Taxes of Akrosil Europe for any Straddle Period shall be apportioned between Seller and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any taxing authority. Buyer, PHL and Sellers shall cooperate with each other Buyer in the conduct of any audit or other proceedings involving APC or any Subsidiary of APC same manner as the liability for any Tax purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection. Any Tax Return prepared by PHL Taxes is apportioned pursuant to Section 5.7.5(i5.7(a). (v) Buyer shall pay to Seller an amount equal to the net reduction in any year of the liability for Taxes for any period beginning after the Closing Date (treating such date as the end of a short taxable year for this purpose) (a “Net Tax Reduction”) of Buyer and any of Akrosil Europe, or any member of a consolidated or combined tax group of which PHL intends to seek reimbursement from Buyer or, effective after Closing, APC or any of its SubsidiariesAffiliates is, or was at any time, a part, which Net Tax Reduction is attributable to the utilization or carryover to such period of any tax credit, net operating loss, net capital loss or other tax attributes (a “Carryover Tax Benefit”) attributable to Akrosil Europe and arising in periods ending on or before the Closing Date (treating such date as the end of a short taxable year for this purpose). In determining whether a Net Tax Reduction is attributable to a Carryover Tax Benefit, reference shall be made to the ordering priority set forth in the consolidated return regulations promulgated under the Code or similar state, local or foreign law provisions, as applicable. Buyer shall pay any amount due under this Section to Seller promptly after Buyer, Akrosil Europe or any member of a consolidated or combined tax group of which Buyer or any of its Affiliates is, or was at any time, a part, realizes the Net Tax Reduction giving rise to such payment. (vi) If an audit adjustment, amended Tax Return, amended assessment, or application of Article 15ai Corporate Income Tax Xxx 0000, its predecessor or successor (an “Adjustment”) after the date hereof shall both increase a Tax liability which is allocated to Seller under this Section 5.7 (or reduce losses or credits otherwise available to Seller) for a period ending on or before the Closing Date (treating such date as the end of a short taxable year for this purpose) and decrease a Tax liability of (or increase losses or credits otherwise available to) Buyer or any of Akrosil Europe for a period ending after the Closing Date (treating such date as the end of a short taxable year for this purpose), then Buyer shall promptly pay to Seller an amount equal to the present value amount of such refund, reduction, credit or adjustment, which present value amount shall be determined by using a discount rate equal to the mid-term applicable federal rate in effect on the date on which the Adjustment is made. Similarly, if an Adjustment shall both decrease a Tax liability which is allocated to Seller under this Section 5.7 (or increase losses or credits of Seller) for a period ending on or before the Closing Date and increase the Tax liability of Buyer, the Company or any of Akrosil Europe (or reduce losses or credits otherwise available to any such corporation after taking into account this Agreement) for a period ending after the Closing Date (treating such date as the end of a short taxable year for this purpose), then Seller shall promptly pay to Buyer an amount equal to the present value amount of such refund, reduction, credit or adjustment, which present value amount shall be determined by using a discount rate equal to the mid-term applicable federal rate in effect on the date on which the Adjustment is made. This Section 5.7(e)(vi) shall be effective with respect to increases and decreases in Tax liability as long as permitted under applicable law. (vii) At Seller’s request, Buyer shall cause Akrosil Europe to file for and obtain any refunds or credits to which Seller is entitled under this Section 5.7(e)(vii). In connection therewith, (A) Buyer shall permit Seller to control the prosecution of any such refund claim and, where deemed appropriate by Seller, shall cause Akrosil Europe to authorize by appropriate powers of attorney such persons as Seller shall designate to represent Akrosil Europe or any of their successors with respect to such refund claim; and (B) Buyer will cause Akrosil Europe to forward to Seller any such refund within ten (10) days after the refund is received (or reimburse Seller for any portion of such credit within ten (10) days after the Taxes reflected on such relevant Tax Return is filed in which the credit is actually applied against Akrosil Europe’s, any of its affiliates or any Tax Return prepared by, or at the direction of, Buyer pursuant to Section 5.7.5of its successors’ liability for Taxes).

Return Filings, Refunds and Credits. (i) PHL Sellers and Buyer agree that the Company and its noncorporate Subsidiaries will terminate for Income Tax purposes on the Closing Date pursuant to Section 708(b)(1)(B) of the Code and the Treasury Regulations thereunder. Sellers' Representative shall prepare or cause to be prepared and file or cause to be filed filed, all Tax Returns (including amended Tax Returns) of APC the Company and its Subsidiaries for all Tax periods ending on or before the Closing Date including the Company and Subsidiaries' final Tax Returns for the taxable period ending on or before the Closing Date (collectively, the "Company Final Tax Returns"), and shall be responsible for remitting all Taxes reflected on such Tax Returns, net of any reserves provided for in the Closing Date Balance Sheet. To the extent amounts are due on such Tax Returns and reserved for in the Closing Date Balance Sheet, the Buyer will advance to the Sellers' Account the amount owed. Sellers shall pay the cost of preparing all such Tax Returns. Copies of all such Tax Returns (for or the relevant portion thereof relating to APC and its Subsidiariesincluding a Pre-Closing Tax Period) shall be furnished to the Buyer. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed on a timely basis all Tax Returns with respect to APC the Company and its Subsidiaries for taxable periods including (but not ending on) the Closing Date (taking into account extensions) and shall be responsible for remitting all Taxes reflected on such Tax Returns. If requested by PHL or Sellers' Representative, Buyer shall furnish copies of all such Tax Returns prepared by Buyer that are prepared for a Pre-Closing Tax Periodthe reasonable review and reasonable approval of Sellers' Representative. (iii) Sellers and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, agents, auditors, representatives, officers and employees reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records reasonably required in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer, PHL Buyer and Sellers agree to retain or cause to be retained all books and records pertinent to APC the Company and its Subsidiaries until the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) has expired, and to (i) shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method and shall be submitted to abide by or cause the abidance with all record retention agreements entered into with any taxing authority. Buyer, PHL if requested, in sufficient time to permit a reasonable review prior to the due date (including extensions) of such Tax Return. Buyer will not prepare any Tax Return, which includes a Pre-Closing Tax Period, in a manner inconsistent with the past practices of the Company and its Subsidiaries which would adversely affect the Sellers. Buyer or Sellers' Representative, as the case may be, shall have the right to review all work papers and procedures used to prepare any Tax Return. If Buyer or Sellers' Representative, within twenty (20) Business Days after delivery of any such Tax Return, notifies the other party in writing that it objects to any items in such Tax Return, the parties shall proceed in good faith to resolve the disputed items and, if they are unable to do so within ten (10) Business Days, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) with respect to (i) items for which Sellers or Buyer is solely liable, by reference to such party's treatment and (ii) all other items, by the Alternative Accountants. Upon resolution of all disputed items, the relevant Tax Return shall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. The costs, fees and expense of such Alternative Accountants shall be borne equally by the Sellers and Buyer. (iv) With respect to Tax refunds pertaining to the Company or its Subsidiaries for any tax period or portion thereof ending on or before the Closing Date: (a) if and to the extent such refund is less than or equal to the corresponding asset reflected on the Company Closing Date Balance Sheet, Buyer shall be entitled to retain the entire amount; and (b) if and to the extent such refund exceeds the asset so reflected, the Sellers shall cooperate with each other be entitled to such excess amount. (v) If and to the extent any Liability reflected on the Company Closing Date Balance Sheet for Taxes proves to have been overstated, Buyer shall pay to the Sellers' Account for the benefit of the Sellers cash in the conduct aggregate amount of any audit or other proceedings involving APC or any Subsidiary of APC for any Tax purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection. Any Tax Return prepared by PHL pursuant to Section 5.7.5(i) for which PHL intends to seek reimbursement from Buyer or, effective after Closing, APC or any of its Subsidiaries, for any portion of the Taxes reflected on such Tax Return or any Tax Return prepared by, or at the direction of, Buyer pursuant to Section 5.7.5overstatement.