Common use of Returns and Payment of Taxes Clause in Contracts

Returns and Payment of Taxes. (a) Shareholders’ Representative shall have the authority and obligation (at the Shareholders’ sole cost and expense) to prepare and file timely, or cause to be prepared and filed timely, all Returns of the Company that are first due following the Closing Date (taking into account any valid extensions of time to file) with respect to any taxable period ending on or before the Closing Date, including, for the avoidance of doubt, the federal and applicable state income Tax Returns for the year ending December 31, 2021 being filed on extension (if not filed prior to the Closing Date) and federal and applicable state income Tax Returns for the 2022 short year ending on the Closing Date (each such Return, a “Pre-Closing Return”); provided, that Shareholders’ Representative shall submit all Pre-Closing Returns to Parent no later than twenty (20) days (or in the case of any Pre-Closing Return that is not a Return with respect to Income Taxes, no later than ten (10) days) prior to the due date of such Pre-Closing Returns for Parent’s review, comment (which comment shall be taken into account in good faith) and approval, such approval not to be unreasonably withheld, conditioned or delayed. Such Returns shall be prepared by treating items on such Returns in a manner consistent with the past practices of the Company with respect to such items, except to the extent such practices are not at least “more likely than not” to be upheld under applicable Law, a change in facts or this Agreement. Parent and the Shareholders’ Representative shall cooperate in good faith to resolve any disagreement regarding any Pre-Closing Return prior to the due date thereof. Notwithstanding the foregoing, following the Closing Date, at the option of Parent, the federal and applicable state income Tax Returns of the Company for the years ending December 31, 2021 (to the extent not filed prior to the Closing Date) and the 2022 short year ending on the Closing Date shall be prepared and filed by applying a permitted method of accounting of Parent’s choosing other than the “completed contract method” under Section 460(e) of the Code and Treasury Regulations promulgated thereunder with respect to the Company’s long-term contracts; provided, that notwithstanding anything to the contrary herein, (i) the Income Tax Liability Amount shall be computed on the assumption that such Returns are being prepared and filed applying the “completed contract method” with respect to such contracts and (ii) any Income Taxes reflected on such Returns, or any other Income Taxes, that result solely from an acceleration of taxable income by reason of applying such other method of accounting, and would not have been reflected on such Returns, or otherwise increased Income Taxes, had such Returns been prepared and filed applying the “completed contract method” with respect to such contracts, shall not constitute a Pre-Closing Tax and shall not otherwise be indemnifiable, or otherwise payable by the Shareholders, hereunder; provided, further, that if the preparation of a hypothetical Return prepared on the basis of the “completed contract method” pursuant to clause (i) would result in an overpayment of Income Taxes with respect to a Pre-Closing Tax Period, such overpayment shall be treated as the receipt of a Pre-Closing Refund by Parent payable to the Shareholders’ Representative (for further distribution to the Shareholders) within ten (10) Business Days following the final determination thereof pursuant to this Section 7.01(a). The calculation of the Income Tax Liability or overpayment, as applicable, pursuant to clause (i) shall be provided to Shareholders’ Representative for review and comment (which comment shall be taken into account in good faith) and approval (which approval shall not be unreasonably withheld, conditioned or delayed). Parent and the Shareholders’ Representative shall cooperate in good faith to resolve any disagreement regarding such calculations. If the Parent and the Shareholders’ Representative cannot agree, such disagreement shall be referred to the Accounting Expert for resolution. Shareholders’ Representative (on behalf of the Shareholders) shall be responsible for that fraction of the fees and costs of the Accounting Expert incurred in the resolution of the disputed matter(s) where (A) the numerator is the portion of the disputed amounts expressed in dollars, decided by the Accounting Expert in favor of Parent and (B) the denominator is the total disputed amounts, and Parent shall be responsible for the remainder of such fees and costs. 62

Returns and Payment of Taxes. (ai) Shareholders’ Representative Seller shall have the authority and obligation (at the Shareholders’ sole cost and expense) to prepare and file timely, or cause to be prepared and filed timelyshall timely file or cause to be timely filed, all Tax Returns of the Company that are first due following the Closing Date (taking into account any valid extensions of time required to file) be filed by or with respect to any taxable period Company for all Tax periods ending on or before the Closing Date, including, for the avoidance of doubt, the federal and applicable state income Tax Returns for the year ending December 31, 2021 being including those which are due to be filed on extension (if not filed prior to the Closing Date) and federal and applicable state income Tax Returns for the 2022 short year ending on after the Closing Date (each such Return, a “Pre-Closing ReturnSeller Prepared Returns”); provided, that Shareholders’ Representative . Buyer and the Company shall submit all Pre-Closing Returns to Parent no later than twenty (20) days (or in the case of any Pre-Closing Return that is not a Return reasonably cooperate with Seller with respect to Income Taxes, no later than the preparation of such Seller Prepared Returns. A copy of any Seller Prepared Return shall be provided to Buyer for its review at least ten (10) days) days prior to the due date (giving effect to any validly obtained extensions) thereof, and Buyer shall have three (3) days to notify Seller in writing of any item on such Seller Prepared Return that Buyer reasonably determines could subject the Company to penalties under applicable Tax Law, and, if no comments are received by Seller within such period, Buyer shall be deemed to have agreed to such Seller Prepared Return as prepared by Seller. If a written statement of disputed items is timely delivered, Seller and Buyer shall negotiate in good faith and use their reasonable efforts to resolve such items. In the event Seller and Buyer are unable to reach agreement with respect to any reasonably disputed items within a period of three (3) days after Seller’s receipt of such statement, all such reasonably disputed items shall be submitted to the Independent Accountant (or the appropriate Tax specialist in his or her accounting firm) for final resolution at least two (2) days before the applicable filing due date. Buyer shall cause to be executed and delivered all such Seller Prepared Returns by the Company after the Closing which are required to be executed and delivered in accordance with the directions of Seller as prepared by Seller and as amended to reflect the Independent Accountant’s resolution if applicable. To the extent consistent with applicable Law, the Seller Prepared Returns will be prepared on a basis consistent with its past practices. Seller will be responsible for all Pre-Closing Returns for Parent’s review, comment (which comment shall be taken into account in good faith) and approval, such approval not to be unreasonably withheld, conditioned or delayed. Such Returns shall be prepared by treating items on such Returns in a manner consistent with the past practices of the Company with respect to such items, except to the extent such practices are not at least “more likely than not” to be upheld under applicable Law, a change in facts or this Agreement. Parent and the Shareholders’ Representative shall cooperate in good faith to resolve any disagreement regarding any Pre-Closing Return prior to the due date thereof. Notwithstanding the foregoing, following the Closing Date, at the option of Parent, the federal and applicable state income Tax Returns of the Company for the years ending December 31, 2021 (to the extent not filed prior to the Closing Date) and the 2022 short year ending on the Closing Date shall be prepared and filed by applying a permitted method of accounting of Parent’s choosing other than the “completed contract method” under Section 460(e) of the Code and Treasury Regulations promulgated thereunder with respect to the Company’s long-term contracts; provided, that notwithstanding anything to the contrary herein, (i) the Income Tax Liability Amount shall be computed on the assumption that such Returns are being prepared and filed applying the “completed contract method” with respect to such contracts and (ii) any Income Taxes reflected on such Returns, or any other Income Taxes, that result solely from an acceleration of taxable income by reason of applying such other method of accounting, and would not have been reflected on such Returns, or otherwise increased Income Taxes, had such Returns been prepared and filed applying the “completed contract method” with respect to such contracts, shall not constitute a Pre-Closing Tax and shall not otherwise be indemnifiable, or otherwise payable by the Shareholders, hereunder; provided, further, that if the preparation of a hypothetical Return prepared on the basis of the “completed contract method” pursuant to clause (i) would result in an overpayment of Income Taxes with respect to a Pre-Closing Tax Period, such overpayment shall be treated as the receipt of a Pre-Closing Refund by Parent payable to the Shareholders’ Representative (for further distribution to the Shareholders) within ten (10) Business Days following the final determination thereof pursuant to this Section 7.01(a). The calculation of the Income Tax Liability or overpayment, as applicable, pursuant to clause (i) shall be provided to Shareholders’ Representative for review and comment (which comment shall be taken into account in good faith) and approval (which approval shall not be unreasonably withheld, conditioned or delayed). Parent and the Shareholders’ Representative shall cooperate in good faith to resolve any disagreement regarding such calculations. If the Parent and the Shareholders’ Representative cannot agree, such disagreement shall be referred to the Accounting Expert for resolution. Shareholders’ Representative (on behalf of the Shareholders) shall be responsible for that fraction of the fees and costs of the Accounting Expert incurred in the resolution of the disputed matter(s) where (A) the numerator is the portion of the disputed amounts expressed in dollars, decided by the Accounting Expert in favor of Parent and (B) the denominator is the total disputed amounts, and Parent shall be responsible for the remainder of such fees and costs. 62.

Returns and Payment of Taxes. (a) Shareholders’ (i) Following the Closing, the Stockholder Representative shall have the authority and obligation (at the Shareholders’ sole cost and expense) to accurately prepare and file timely, or cause to be prepared accurately prepared, at the sole expense of the Stockholder Representative (paid on behalf of the Company Stockholders, Company Optionholders and RSU Holders), and timely file or cause to be timely filed timely, all Tax Returns of the Company that are first and its Subsidiaries due following and required to be filed on or after the Closing Date (taking into account any valid extensions of time to file) with respect to any taxable period ending on or before the Closing Date, includingother than any SpinCo Separate Tax Returns, for the avoidance of doubt, the federal which shall be prepared and applicable state income filed by SpinCo in its sole discretion (such Tax Returns for to be filed or caused to be filed by the year ending December 31Stockholder Representative, 2021 being filed on extension (if not filed prior to the Closing Date) and federal and applicable state income Tax Returns for the 2022 short year ending on the Closing Date (each such Return, a “Pre-Closing ReturnTax Returns”); provided, that Shareholders’ . The Stockholder Representative shall prepare such Pre-Closing Tax Return in a manner consistent with the prior practice of the Company or any relevant Subsidiary unless otherwise required by applicable Law. Neither the Company nor any Subsidiary of the Company (including SpinCo) shall make (or shall allow to be made) a ratable allocation election under Treasury Regulations Section 1.1502-76(b)(2)(ii)-(iii) or any similar provision of applicable Tax Law. The Stockholder Representative will submit all Pre-Closing Tax Returns to Parent no later than twenty be filed on or after the Closing (20i) days (or in the case of any Pre-Closing Return that is not a Return with respect to Income Taxes, no later than ten (10) days) prior to the due date of such Pre-Closing Returns Parent for Parent’s its review, comment and approval (which comment shall be taken into account in good faith) and approval, such approval not to be unreasonably withheld, conditioned or delayed. Such ) and (ii) to SpinCo for its review and comment, and, in each case, Stockholder Representative shall submit such Pre-Closing Tax Returns to Parent and SpinCo at least thirty (30) calendar days prior to the filing thereof (or, for any Pre-Closing Tax Return due within thirty (30) days after the Closing Date, as soon as possible following the Closing and sufficiently in advance of the due date of such Pre-Closing Tax Return to allow Parent and SpinCo a reasonable opportunity to review and comment sufficiently on such Pre-Closing Tax Return); provided, however, that Parent’s ability to review, comment and approve such Pre-Closing Tax Returns shall extend to such Tax Returns as revised by the Stockholder Representative to reflect any reasonable comments of SpinCo and such Tax Return as so revised shall be prepared by treating items submitted to Parent at least fifteen (15) calendar days prior to the filing thereof. The Stockholder Representative shall reflect all reasonable comments of the Parent on such Pre-Closing Tax Returns in provided to the Stockholder Representative within five (5) calendar days prior to the due date of such Pre-Closing Tax Returns and the Stockholder Representative shall reflect all reasonable comments of SpinCo on such Pre-Closing Tax Returns provided to the Stockholder Representative within twenty (20) calendar days prior to the due date of such Pre-Closing Tax Returns. For purposes of this Section 8.4(a), Parent’s withholding of approval of a manner consistent with Pre-Closing Tax Return shall not be deemed reasonable as it relates to any reporting position taken by the past practices of the Company Stockholder Representative with respect to such items, except to Pre-Closing Tax Return if such reporting position meets the extent following requirements: (i) such practices are not reporting position is at least “more likely than not” to prevail, as defined in Treas. Reg. Section 1.6662-4(d)(2) (it being understood that such standard shall be upheld under applicable applied whether or not the underlying Tax Return is a Tax Return with respect to income taxes), (ii) such reporting position is not inconsistent with the prior practice of the Company or any relevant Subsidiary (unless otherwise required by Law) and (iii) where applicable, a change such reporting position is consistent with the positions taken by the Company to estimate Spinoff Taxes as set forth in facts or this AgreementSchedule 4.8(m) of the Disclosure Schedule. Parent The Stockholder Representative, on behalf of the Company Stockholders, Company Optionholders and the Shareholders’ Representative RSU Holders, shall cooperate in good faith to resolve any disagreement regarding any timely pay all Taxes shown as due on all Pre-Closing Return prior Tax Returns (including all Taxes related to SpinCo Tax Matters) except that Parent will pay such amounts to the due date thereofextent that such Taxes have been included in (x) Final Closing Net Working Capital as finally determined under Section 3.10, or (y) Transaction Expenses taken into account for purposes of determining the Merger Consideration. Notwithstanding If income Tax liabilities included in Final Closing Net Working Capital as finally determined under Section 3.10 exceed income Tax liabilities reported on Pre-Closing Tax Returns, and to the foregoingextent such excess is attributable to income tax deductions, following if any, reported on Pre-Closing Tax Returns related to the Closing DateRSU Payments, at Parent shall pay to the option Company Stockholders, and on behalf of Parent, the federal Company Optionholders and applicable state RSU Holders an aggregate amount equal to such excess no later than five (5) Business Days after the filing of such Pre-Closing Tax Returns with the amount payable to or on behalf of each such Person allocated and payable in the same manner as the Per Share Earnout Amount. If the income tax deductions related to the Closing RSU Payments are not claimed on the Pre-Closing Tax Returns but are instead claimed on the income Tax Returns of the Company for Parent or its Affiliated Group for the years period ending December 31, 2021 2015 (“2015 Income Tax Returns”) and, as a result of such deductions, Parent or its Affiliated Group actually realizes a Tax Benefit in respect of such 2015 Income Tax Returns (the “0000 XXX Tax Benefit”) (such as through a refund of Taxes or reduction in the amount of Taxes that otherwise would have been paid on such 2015 Income Tax Returns), then Parent shall pay to the extent not filed prior to the Closing Date) and the 2022 short year ending on the Closing Date shall be prepared and filed by applying a permitted method of accounting of Parent’s choosing other than the “completed contract method” under Section 460(e) of the Code and Treasury Regulations promulgated thereunder with respect to the Company’s long-term contracts; provided, that notwithstanding anything to the contrary herein, (i) the Income Tax Liability Amount shall be computed on the assumption that such Returns are being prepared and filed applying the “completed contract method” with respect to such contracts and (ii) any Income Taxes reflected on such Returns, or any other Income Taxes, that result solely from an acceleration of taxable income by reason of applying such other method of accountingCompany Stockholders, and would not have been reflected on such Returns, or otherwise increased Income Taxes, had such Returns been prepared and filed applying the “completed contract method” with respect to such contracts, shall not constitute a Pre-Closing Tax and shall not otherwise be indemnifiable, or otherwise payable by the Shareholders, hereunder; provided, further, that if the preparation of a hypothetical Return prepared on the basis of the “completed contract method” pursuant to clause (i) would result in an overpayment of Income Taxes with respect to a Pre-Closing Tax Period, such overpayment shall be treated as the receipt of a Pre-Closing Refund by Parent payable to the Shareholders’ Representative (for further distribution to the Shareholders) within ten (10) Business Days following the final determination thereof pursuant to this Section 7.01(a). The calculation of the Income Tax Liability or overpayment, as applicable, pursuant to clause (i) shall be provided to Shareholders’ Representative for review and comment (which comment shall be taken into account in good faith) and approval (which approval shall not be unreasonably withheld, conditioned or delayed). Parent and the Shareholders’ Representative shall cooperate in good faith to resolve any disagreement regarding such calculations. If the Parent and the Shareholders’ Representative cannot agree, such disagreement shall be referred to the Accounting Expert for resolution. Shareholders’ Representative (on behalf of the ShareholdersCompany Optionholders and RSU Holders an aggregate amount equal to such 0000 XXX Tax Benefit no later than five (5) shall be responsible for that fraction Business Days after the filing of the fees 2015 Income Tax Returns with the amount payable to or on behalf of each such Person allocated and costs of the Accounting Expert incurred payable in the resolution of same manner as the disputed matter(s) where (A) the numerator is the portion of the disputed amounts expressed in dollars, decided by the Accounting Expert in favor of Parent and (B) the denominator is the total disputed amounts, and Parent shall be responsible for the remainder of such fees and costs. 62Per Share Earnout Amount.

Returns and Payment of Taxes. (a) Shareholders’ Representative Seller shall have the authority and obligation (at the Shareholders’ its sole cost and expense) to prepare and file timelyfile, or cause to be prepared and filed timelyfiled, all Consolidated Tax Returns for any taxable period (or portion thereof) that ends on or before the Closing Date (each such Return, a “Pre-Closing Consolidated Return”); provided, that, Seller shall provide (i) stand-alone pro forma income Returns for the Company based on such Pre-Closing Consolidated Returns with respect to the taxable periods ending on December 31, 2017 and 2018 (each such pro forma tax return, a “Pro Forma Tax Return”) and (ii) summary workpapers (including Seller’s calculations and related Excel spreadsheets, if applicable) based on such Pre-Closing Consolidated Returns with respect to the taxable periods ending on December 31, 2017 and 2018 that reflect all items of taxable income and loss and the components thereof for each applicable state, calculated both with and without the allocation and apportionment of the gain resulting from the deemed asset sale pursuant to the Section 338(h)(10) Election with respect to the sale of the Shares pursuant to this Agreement (each such summary workpaper, a “Pre-Closing Consolidated Return Workpaper”), to Purchaser no later than thirty (30) days prior to the due date of the applicable Pre-Closing Consolidated Return for the applicable year for Purchaser’s review, comment and approval, such approval not to be unreasonably withheld, conditioned or delayed. Seller shall have the authority and obligation (at its sole cost and expense) to prepare, or cause to be prepared, all Returns of the Company that are first due following the Closing Date (taking into account any valid extensions of time to file) with respect to any taxable period ending on or before the Closing Date, including, for the avoidance of doubt, the federal and applicable state income Tax Returns for the year ending December 31, 2021 being filed on extension (if not filed prior to the Date other than any Pre-Closing Date) and federal and applicable state income Tax Returns for the 2022 short year ending on the Closing Date Consolidated Return (each such Return, a “Pre-Closing Return”); provided, that Shareholders’ Representative Seller shall submit all Pre-Closing Returns to Parent Purchaser no later than twenty thirty (2030) days (or in the case of any Pre-Closing Return that is not a Return with respect to Income Taxes, no later than ten (10) days) prior to the due date of such Pre-Closing Returns for Parent’s its review, comment (which comment shall be taken into account in good faith) and approval, such approval not to be unreasonably withheld, conditioned or delayed. Such Pre-Closing Consolidated Returns and Pre-Closing Returns shall be prepared by treating items on such Pre-Closing Consolidated Returns and Pre-Closing Returns in a manner consistent with the past practices of the Company Company, or if past practice is inconsistent with applicable Law, consistent with applicable Law, with respect to such items. Purchaser shall provide any written comments to Seller not later than ten (10) days after receiving any such Pre-Closing Consolidated Return Workpapers, except Pro Forma Tax Return or Pre-Closing Return and, if Purchaser does not provide any written comments within ten (10) days, Purchaser shall be deemed to the extent have approved such practices are not at least “more likely than not” to be upheld under applicable LawPre-Closing Consolidated Return Workpapers, a change in facts Pro Forma Tax Return or this AgreementPre-Closing Return, as applicable. Parent and the Shareholders’ Representative The parties shall cooperate attempt in good faith to resolve any disagreement regarding any dispute with respect to such Pre-Closing Consolidated Return Workpapers, Pro Forma Tax Return or Pre-Closing Return, as applicable. If the parties are unable to resolve any such dispute at least ten (10) days prior to the due date thereof. Notwithstanding the foregoing, following the Closing Date, at the option of Parent, the federal and applicable state income Tax Returns of the Company for the years ending December 31, 2021 (to the extent not filed prior to the Closing Date) and the 2022 short year ending on the Closing Date shall be prepared and filed by applying a permitted method of accounting of Parent’s choosing other than the “completed contract method” under Section 460(e) of the Code and Treasury Regulations promulgated thereunder with respect to the Company’s long-term contracts; provided, that notwithstanding anything to the contrary herein, (i) the Income Tax Liability Amount shall be computed on the assumption that such Returns are being prepared and filed applying the “completed contract method” with respect to such contracts and (ii) any Income Taxes reflected on such Returns, or any other Income Taxes, that result solely from an acceleration of taxable income by reason of applying such other method of accounting, and would not have been reflected on such Returns, or otherwise increased Income Taxes, had such Returns been prepared and filed applying the “completed contract method” with respect to such contracts, shall not constitute a Pre-Closing Tax and shall not otherwise be indemnifiable, Consolidated Return or otherwise payable by the Shareholders, hereunder; provided, further, that if the preparation of a hypothetical Return prepared on the basis of the “completed contract method” pursuant to clause (i) would result in an overpayment of Income Taxes with respect to a Pre-Closing Tax PeriodReturn, such overpayment shall be treated as the receipt of a Pre-Closing Refund by Parent payable to the Shareholders’ Representative (for further distribution to the Shareholders) within ten (10) Business Days following the final determination thereof pursuant to this Section 7.01(a). The calculation of the Income Tax Liability or overpayment, as applicable, pursuant to clause (i) shall be provided to Shareholders’ Representative for review and comment (which comment shall be taken into account in good faith) and approval (which approval shall not be unreasonably withheld, conditioned or delayed). Parent and the Shareholders’ Representative shall cooperate in good faith to resolve any disagreement regarding such calculations. If the Parent and the Shareholders’ Representative cannot agree, such disagreement dispute shall be referred to the Accounting Expert Arbitrator for resolutionresolution by such due date and the related fees shall be shared one-half by Seller and one-half by Purchaser. Shareholders’ Representative In addition, Seller shall pay, on or prior to five (5) days before the due date, any amount due and payable by the Company on behalf such Pre-Closing Consolidated Returns and Pre-Closing Returns, except to the extent any such amount was paid on or prior to the Closing Date or was included in the calculation of the Shareholders) shall be responsible for that fraction of the fees and costs of the Accounting Expert incurred in the resolution of the disputed matter(s) where (A) the numerator is the portion of the disputed amounts expressed in dollars, decided by the Accounting Expert in favor of Parent and (B) the denominator is the total disputed amounts, and Parent shall be responsible for the remainder of such fees and costs. 62Final Purchase Price as a reduction.