Common use of Returns and Payments Clause in Contracts

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return. (b) The Stockholders shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax returns, reports Returns (each a “Consolidated Return”) and forms ("Returns"ii) Tax Returns relating to the Company and the Subsidiaries that are due on or before or relate attributable to any taxable period periods ending on or before the Closing Date Date. Buyer shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and the Purchaser shall do the same filed or so furnished) in a timely manner with respect to any taxable period non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by the Purchaser Buyer or the Stockholders Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying of the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b7.1(b), together with appropriate supporting information and schedules at least 20 Business Days fifteen (15) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) The Stockholders After the Closing Date, Seller shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before that are unpaid as of the Closing Date and the Purchaser shall so pay or cause are allocable to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date Seller pursuant to Sections 7.01(a7.1(a) and 7.01(b)7.1(b) (either directly to the appropriate Taxing Authority or as appropriate to Buyer, the Company or any Subsidiary as the case may be). (c) All Taxes with respect to the Company and the Subsidiaries not allocated to Seller pursuant to Section 7.1(a) and 7.1(b) shall be allocated to Buyer. Buyer shall indemnify and hold harmless Seller against, and shall or shall cause the Company or the Subsidiaries to pay, all Taxes that are allocable to Buyer pursuant to the preceding sentence (either directly to the appropriate Taxing Authority or, as appropriate, to Seller). Buyer shall indemnify and hold harmless Seller against any and all Taxes allocated to Buyer pursuant to the first sentence of this Section 7.3(c) and against any loss, damage, liability or expense, including reasonable fees for attorneys and other outside consultants, in connection with such Taxes.

Returns and Payments. (a) From the date of this Agreement the Original MPA through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to members of the Company and the Subsidiaries Target Group that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to all other Tax Returns). In doing so, to the extent that any taxable period ending after jurisdiction allows an election to file Tax Returns by closing the books as of the Closing Date), the parties shall agree to make, and to take all required action to cause, such election. Tax Returns of members of the Company and the Subsidiaries Target Group not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and relevant member of the Subsidiaries Target Group (except to the extent that counsel for the Stockholders or the Company render Seller renders a written legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any such Tax Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Seller, the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and and, if applicable, a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 twenty (20) Business Days prior to the due date (including any extension thereofhereof) for the filing of such Return, and Tax Return for such other party and its authorized representatives shall have the right to party’s review and comment on such Return consent, which review and statement prior the filing of such Returnconsent shall be timely and shall not be unreasonably withheld, delayed, or conditioned. (b) The Stockholders Seller, shall pay (i) timely submit and file, or cause to be paid timely submitted and filed, all information and Tax Returns that are due under PRC Law (including, without limitation, pursuant to Circular 698 and Public Notice No. 7, if applicable) in connection with the transactions contemplated under this Agreement; (ii) timely pay, or cause to be timely paid, all Taxes due and payable under PRC Law in connection with the transactions contemplated under this Agreement; and (iii) provide the Purchaser with a copy of (x) all information and Tax Returns submitted and/or filed with any Taxing Authority, (y) all documentary evidence of payment of Taxes, and (z) all written notices or other correspondence from any Taxing Authority, in each case, in connection with the transactions contemplated under this Agreement, as soon as practicable (and in any event within ten (10) Business Days) after the date of submission, filing or receipt of such documentation. (c) Subject to Section 7.05, the Seller shall pay, or cause to be paid, when due and payable all Taxes with respect to the Company and members of the Subsidiaries Target Group for any taxable period ending Pre-Closing Period and any Taxes imposed on or before the Seller under PRC Law (including Circular 698 and Public Notice No. 7) arising in connection with the transactions contemplated under this Agreement, other than Taxes that are included as part of the Closing Date Liabilities reflected on the Closing Statement, and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Post-Closing Date Period (subject to its right of indemnification from the Stockholders Seller by the date set forth in Section 7.04 7.05 for Taxes attributable to the portion of any Tax period that includes the Closing Date Straddle Period pursuant to Sections Section 7.01(a) and Section 7.01(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating Returns that relate to the Company and the Subsidiaries Transferred Companies that are due on or before the Closing Date. The Transferred Companies shall remit or cause to be remitted all Taxes due in respect of such Tax Returns. Seller shall (i) except as otherwise provided in Section 5.13, cause such Tax Returns to be prepared and filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including positions which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Seller is liable), except as required by Law and (ii) make a reasonable attempt to submit such Tax Returns to Buyer not later than 30 days prior to the due date for filing such Tax Returns but in no event less than seven days prior to the due date for filing such Tax Returns for review and approval by Buyer, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns are not prepared in accordance with clause (i) of this sentence. (b) Buyer shall be responsible for preparing and filing (or causing to be prepared and filed) all Tax Returns of the Transferred Companies not filed on or before the Closing Date, and the Transferred Companies shall remit or cause to be remitted all Taxes due in respect of such Tax Returns. With respect to all such Tax Returns that relate to any taxable period periods ending on or before the Closing Date (and or the Purchaser shall do the same with respect to any taxable period portion ending after on the Closing Date). Returns Date of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date and ends after the Closing Date, (i) except as otherwise provided in Section 5.13, Buyer shall be prepared file such Tax Returns in a manner consistent with past practices employed practice and no position shall be taken, election made or method adopted that is inconsistent with respect positions taken, elections made or methods used in prior periods in filing such Tax Returns (including positions which would have the effect of accelerating income to periods for which Seller is liable or deferring deductions to periods for which Buyer is liable), except as required by Law, and (ii) Buyer shall make a reasonable attempt to submit such Tax Returns to Seller not later than 30 days prior to the Company and the Subsidiaries (except due date for filing such Tax Returns but in no event later than seven days prior to the extent counsel due date for filing such Tax Returns (or, if such due date is within 30 days following the Stockholders or Closing Date, as promptly as practicable following the Company render Closing Date) for review and approval by Seller, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns are not prepared in accordance with clause (i) of this sentence. (c) In any case where a legal opinion that party is required to file a Tax Return (the “Filing Party”) on which there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which shown an amount of Tax that is allocable to the other party under Section 7.01(b(the “Non-Filing Party”), the filing party Non-Filing Party shall provide pay to the other party and its authorized representatives with a copy of such completed Return and a statement certifying Filing Party the amount of Tax shown on such Return that is allocable so allocated to such other party it pursuant to Section 7.01(b), together 10.1 in accordance with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing provisions of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such ReturnSection 10.5. (bd) The Stockholders shall pay or cause to be paid when due and payable all Taxes with respect Notwithstanding any provision to the Company and contrary, neither Buyer nor any Affiliate thereof (including the Subsidiaries for Transferred Companies) shall file an amended Tax Return relating to Tax matters that is reasonably likely to adversely affect Seller or any taxable period ending on or before the Closing Date and the Purchaser shall so pay or cause of its Affiliates without first obtaining Seller’s written consent, such consent to not be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))unreasonably withheld.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending the Closing Date and all income Tax Returns for Tax years of the Company ended on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending regardless of whether such income Tax Returns are filed before or after the Closing Date). Seller shall pay in a timely manner all Taxes that are due with respect to such Tax Returns. Such Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared prepared, and each item thereon treated, in a manner consistent with past practices employed with respect to the Company and shall utilize accounting methods, elections and conventions that do not have the Subsidiaries effect of distorting the allocation of income or expense between the Tax periods covered by such Tax Returns and subsequent Tax periods. Buyer shall have the right to review such Tax Returns insofar as they pertain to the Company for fifteen (15) days prior to the filing of such Tax Returns, and Seller agrees to discuss with Buyer in good faith the items reflected on such Tax Return and any adjustments reasonably requested by Buyer. (b) Except as otherwise provided in Section 10.2(a), Buyer shall prepare and file or cause to be prepared and filed in a timely manner all Tax Returns relating to the Company with respect to Tax periods beginning before the Closing Date (“Pre-Closing Date Tax Returns”), as well as all Tax Returns relating to the Company with respect to Tax periods beginning on or after the Closing Date. Pre-Closing Date Tax Returns shall be prepared, and each item thereon treated, in a manner consistent with past practices employed with respect to the Company (except to the extent counsel for the Stockholders or the Company render a legal opinion that Buyer determines there is no reasonable basis in law Law therefor or determines that a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties)) and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between the Tax periods covered by such Tax Returns and subsequent Tax periods. With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Pre-Closing Date Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives Seller shall have the right to review and comment on such Tax Return and statement for fifteen (15) days prior to the filing of such Tax Return. , and Buyer shall discuss in good faith the items reflected on such Tax Return and any adjustments reasonably requested by Seller. At the same time that Buyer provides to Seller as copy of a Pre-Closing Date Tax Return for Seller’s review, Buyer shall also provide to Seller a written schedule of allocation calculations (bif applicable) The Stockholders pursuant to Section 10.1. If the Parties are unable in good faith to agree on such allocation, the dispute shall be submitted to a Qualified Accountant for its determination, which shall be binding upon the Parties (and the Parties shall bear equally the costs of such determination). Buyer shall timely pay or cause to be paid when any Taxes due and payable all Taxes with respect to a Pre-Closing Date Tax Return and Seller shall promptly reimburse Buyer for Taxes allocable (pursuant to Section 10.1) to the Company and portion of the Subsidiaries for any taxable Taxable period ending occurring on or before the Closing Date, except to the extent the Taxes allocable to the period on or before the Closing Date and have been paid previously by Seller or reflected in the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right determination of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))Final Working Capital.

Returns and Payments. (a) From After the date of this Agreement through and after the Closing DateClosing, the Stockholders Seller, at its sole expense, shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returnsReturns (including Income Tax Returns) that are not Stand-Alone Returns for any Pre-Closing Period and any Straddle Period and all Income Tax Returns that are Stand-Alone Returns for any Pre-Closing Period, reports and forms ("Returns") in each case relating to the Company and the Subsidiaries that are due on or before or relate required to any taxable period ending on or before be filed after the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Datetaking into account applicable extensions). Except as otherwise required by applicable Law, such Tax Returns of the Company and the Subsidiaries not yet (or, in the case of any Tax Return filed for on a consolidated, combined, unitary or affiliated basis, with respect to the portion of any taxable period that begins before such return related to the Closing Date Company and the Subsidiaries) shall be prepared in a manner consistent with past practices employed with respect to the Seller, the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties)Subsidiaries. With respect to any Income Tax Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax that is allocable to the other party under Section 7.01(b)a Stand-Alone Return, the filing party Seller shall provide the other party Purchaser and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b)Stand-Alone Return, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Stand-Alone Return, and such other party the Purchaser and its authorized representatives shall have the right to review and comment on such Stand-Alone Return and statement prior to the filing of such Stand-Alone Return, provided that in the case of a Stand-Alone Return that is due within 30 Business Days after the Closing Date (including extensions thereof), the Seller shall provide a copy of such Stand-Alone Return (along with supporting information and schedules) and the Purchaser shall review and comment, as soon as practical before the filing due date. If the Seller and the Purchaser are unable to agree with respect to comments made by the Purchaser, the Seller and the Purchaser shall submit any such dispute to the Independent Accounting Firm which shall resolve any such dispute, and the decision of the Independent Accounting Firm shall be final, conclusive and binding. If the Independent Accounting Firm is unable to resolve the dispute at least three Business Days prior to the filing due date of the Stand-Alone Return at issue, such Stand-Alone Return shall be filed as prepared by the Seller, subject to subsequent amendment as may be necessary to reflect the decision of the Independent Accounting Firm and the obligations of the parties hereunder shall be appropriately adjusted. The fees and expenses of the Independent Accounting Firm shall be paid one-half by the Seller and one-half by the Purchaser. (b) The Stockholders Except as otherwise provided in Section 7.02(a), the Purchaser (or, if applicable, Parent), at its sole expense, shall pay prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all other Tax Returns relating to the Company and the Subsidiaries for any Pre-Closing Period or any Straddle Period that are required to be filed after the Closing Date taking into account applicable extensions (for the avoidance of doubt, such Tax Returns shall not include any Tax Return filed by a consolidated, combined, unitary or affiliated group that includes the Seller or any of its Affiliates (other than the Subsidiaries), on the one hand, and the Company or any of its Subsidiaries, on the other hand). Except to the extent otherwise required under applicable Law, such Tax Returns described under this Section 7.02(b) shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries. The Purchaser shall provide the Seller and its authorized representatives with a copy of such completed Tax Returns and, if applicable, a statement certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and the Seller and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return, provided that in the case of a Tax Return that is due within 30 Business Days after the Closing Date (including extensions thereof), the Purchaser shall provide a copy of such Tax Return (along with supporting information and schedules) and statement and the Seller shall review and comment, as soon as practical before the filing due date. If the Seller and the Purchaser are unable to agree with respect to comments made by the Seller, the Seller and the Purchaser shall submit any such dispute to the Independent Accounting Firm which shall resolve any such dispute and the decision of the Independent Accounting Firm shall be final, conclusive and binding. If the Independent Accounting Firm is unable to resolve the dispute at least three Business Days prior to the filing due date of the Tax Return at issue, such Tax Return shall be filed as prepared by the Purchaser (or Parent), subject to subsequent amendment as may be necessary to reflect the decision of the Independent Accounting Firm and the obligations of the parties hereunder shall be appropriately adjusted. The fees and expenses of the Independent Accounting Firm shall be paid when one-half by the Seller and one-half by the Purchaser. (c) The Seller shall pay, or cause to be paid, all unpaid Taxes shown due and payable (as agreed to by the Seller and the Purchaser or as determined by the Independent Accounting Firm, as the case may be) on any Tax Returns prepared and filed by the Seller pursuant to Section 7.02(a) with respect to the Company and the Subsidiaries. The Purchaser shall pay, or cause to be paid, all unpaid Taxes shown due and payable (as agreed to by the Seller and the Purchaser or as determined by the Independent Accounting Firm, as the case may be) on Tax Returns prepared and filed by the Purchaser (or Parent) pursuant to Section 7.02(b) with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders Seller by the date set forth in Section 7.04 7.05 for Taxes attributable for a Pre-Closing Period or, in the case of a Straddle Period, allocable to the portion of any Tax the period that includes ending on the Closing Date pursuant to Sections Section 7.01(a) and Section 7.01(b), provided that the limitations of Section 7.01(c) shall not apply).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnishedfiled) in a timely manner all Tax returns, reports and forms ("Returns") relating Returns with respect to the Company and RFG Family Entities due after the Subsidiaries Closing Date (including any valid extensions of time). Tax Returns of the RFG Family Entities due after the Closing Date that are due on or before or relate to any taxable period ending on or beginning before the Closing Date (and such Tax Returns, the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date “Straddle Return”) shall be prepared in a manner reasonably consistent with past practices employed with respect to the Company and the Subsidiaries (RFG Family Entities, except to the extent counsel for the Stockholders or the Company render where a legal opinion that there contrary manner is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties)required by Law. With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives Sellers’ Representative with a copy of such each completed Straddle Return and a statement certifying (or, in the amount case of Tax shown on Returns filed for an affiliated group, the portion of such consolidated Tax Return that is allocable solely relating to such other party pursuant to Section 7.01(bthe RFG Family Entities), together with appropriate supporting information and schedules at least 20 Business Days fifteen days prior to the due date (including any extension extensions thereof) for the filing of such Straddle Return, and such other party and its authorized representatives the Sellers’ Representative shall have the right to review and comment on such Straddle Return and statement prior to the filing of such ReturnStraddle Return and Purchaser shall accept all reasonable comments provided by the Sellers’ Representative; provided, however, that for any Straddle Return required to be filed within ninety days of the Closing Date (taking into account any available extensions), Purchaser shall instead use commercially reasonable efforts to afford the Sellers’ Representative a reasonable opportunity (but in no event less than ten business days) to review and approve such Straddle Return prior to filing. The failure of the Sellers’ Representative to propose any changes to any such Straddle Return within fifteen days following the receipt thereof shall be deemed to constitute its approval thereof. Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Purchaser to receive indemnification pursuant to any provision in this Agreement. (b) Purchaser and the Sellers’ Representative agree that the Transaction Tax Benefit items, to the extent permitted by Law, shall be included as deductions of the RFG Family Entities in all Tax Returns for the Stub Period with respect to income taxes (“Stub Period Income Tax Returns”) and further agree that the “next day rule” of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) has no application with respect to such Transaction Tax Benefit items. For purposes of this Agreement, the “Stub Period” shall be any taxable year of the RFG Family Entities that ends on the Closing Date for U.S. federal income tax purposes or for purposes of any other taxing jurisdiction. The Stockholders shall pay RFG Family Entities will prepare or cause to be paid when due prepared and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date and the Purchaser shall so pay file or cause to be paid Taxes for any taxable period after filed, and cause their Affiliates to prepare or cause to be prepared and file or cause to be filed, all Tax Returns in a manner consistent with the Closing Date (subject to its right provisions of indemnification from the Stockholders by the date set forth in this Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))8.1.

Returns and Payments. (ai) From With respect to any Tax Return that has not yet been filed but is required to be filed by the date of this Agreement through and after Purchased Subsidiary prior to the Closing Date: (A) The Purchased Subsidiary shall, and the Stockholders Sellers shall cause the Purchased Subsidiary to, prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or Purchased Subsidiary and pay all Taxes shown to be due thereon; (B) Such Tax Returns shall be true, correct and complete in all material respects and items thereon shall be treated in a manner consistent with their treatment on prior Tax Returns in accordance with the Stockholders applicable law of the United Kingdom; and (C) The Sellers and their authorized representatives shall have the right to review such Tax Return and statement prior to the filing of such Tax Return and the parties agree to consult and to attempt in good faith to resolve any issues arising as a result of such review. (ii) With respect to any Tax Returns required to be filed with respect to the Company and Purchased Subsidiary after the Subsidiaries Closing Date and as to which an amount of Tax is allocable to the other party Sellers under Section 7.01(b)5.11(a): (A) The Purchased Subsidiary shall, and the filing party Purchaser shall provide cause the other party Purchased Subsidiary to, prepare and file in a timely manner all Tax Returns required to be filed by the Purchased Subsidiary after the Closing Date and pay all Taxes shown to be due thereon; (B) Such Tax Returns shall be true, correct and complete in all material respects and items thereon shall be treated in a manner consistent with their treatment on prior Tax Returns in accordance with the applicable law of the United Kingdom; and (C) The Purchaser and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives Representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) The Stockholders shall pay or cause to be paid when due and payable all Taxes with respect to the Company , and the Subsidiaries for parties agree to consult and to attempt in good faith to resolve any taxable period ending on or before the Closing Date and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right issues arising as a result of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))such review.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax returns, reports and forms Returns (each a "ReturnsConsolidated Return") that include Seller and (ii) Tax Returns relating to the Company and the Subsidiaries that are due on or before or relate attributable to any taxable period periods ending on or before the Closing Date (and the Purchaser Buyer shall do the same with respect to any taxable period non-Consolidated Return for the Company or the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders Seller or the Company render renders a legal opinion that there it is no reasonable basis in law therefor less likely than not that such practices would be sustained by the courts if challenged or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any non-Consolidated Return required to be filed by the Purchaser Buyer or the Stockholders Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b8.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b8.1(b), together with appropriate supporting information and schedules at least 20 Business Days forty-five (45) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) The Stockholders After the Closing Date, Seller shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before that are unpaid as of the Closing Date and the Purchaser shall so pay or cause are allocable to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date Seller pursuant to Sections 7.01(a8.1(a) and 7.01(b)8.1(b) (either directly to the appropriate Taxing Authority or as appropriate to Buyer, the Company or any Subsidiary as the case may be). (c) Buyer shall or shall cause the Company or the Subsidiaries to pay all Taxes that are allocable to Buyer pursuant to Section 8.1(d)(either directly to the appropriate Taxing Authority or to Seller).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Stockholder shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company Company, WW and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser Parent shall do the same with respect to any taxable period ending after the Closing Date). ; provided, however, that to the extent the Stockholder cannot file such Returns of under applicable law, the Company and the Subsidiaries not yet filed for any taxable period that begins Stockholder shall deliver (or cause to be delivered), within 20 days before the Closing Date due date (including extensions) for the filing of such Returns, to Parent all such Returns, and Parent shall sign and file or cause to be signed and filed such Returns no later than such due date. Any such Return that is prepared by the Stockholder shall be prepared in a manner consistent accordance with past practices employed with respect to the Company and the Subsidiaries (except practice to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties)permitted by applicable law. With respect to any Any Return required to be filed by Parent relating to any taxable year or period beginning on or before and ending after the Purchaser or Closing Date (the Stockholders "Straddle Period") shall be submitted (with respect copies of any relevant schedules, work papers and other documentation then available) to the Company and Stockholder for the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days Stockholder's approval not less than 30 days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives which approval shall have not be unreasonably withheld. Such Returns shall be prepared in accordance with past practice of the right Company or WW (or the Subsidiaries), if any, to review and comment on such Return and statement prior the filing of such Returnextent permissible under applicable law. (b) The Stockholders Stockholder shall pay or cause to be paid when due and payable all Taxes with respect to the Company Company, WW and the Subsidiaries for any taxable period ending on or before the Closing Date or otherwise described in Section 9.1(a)(i) through (iv) (except for Excluded Taxes) and the Purchaser Parent shall so pay or cause to be paid (i) Taxes for any taxable period ending after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 Stockholder for Taxes attributable to the pre-closing portion of any Tax period that includes the Closing Date Straddle Period pursuant to Sections 7.01(aSection 9.1(a)(ii) and 7.01(bSection 9.1(b) hereof) and (ii)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner: (i) all consolidated, unitary, combined or similar Tax Returns (each a “Consolidated Tax Return”) that include Seller, CLAC, FGWLA and the Seller Subsidiaries for any taxable period, (ii) all Tax Returns that include Seller, FGWLA or CLAC and (iii) all other Tax Returns that relate to or include the Seller Subsidiaries, the Business or the Transferred Assets for tax periods ending on or before the Closing Date. With respect to Tax Returns described in clause (i) or (ii) of this Section 12.02(a), such Tax Returns shall be prepared and filed in a manner consistent with past practice to the extent that doing so solely affects the Seller Subsidiaries, the Business or the Transferred Assets. With respect to Tax Returns described in clause (iii) of this Section 12.02(a), such Tax Returns shall be prepared and filed in a manner consistent with past practice. With respect to any Tax Return prepared by Seller pursuant to this Section 12.02(a) which includes the Seller Subsidiaries, Seller shall provide to Purchaser a copy of any such Tax Return that is filed by the Seller Subsidiaries (or in the event of a Consolidated Tax Return, a pro forma Tax Return for each includible Seller Subsidiary) no later than 30 days prior to the date such Tax Return is required to be filed. Purchaser shall have the right to comment with respect to any such Tax Return to the extent such comment relates to a matter which is reasonably likely to result in a material adverse affect for Purchaser or its Affiliates (determined as if Purchaser will file an Election for each Seller Subsidiary); provided, that such comments does not cause Seller or its Affiliates to take any positions that are either contrary with law. Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner all other Tax returns, reports and forms ("Returns") relating Returns of or that include the Seller Subsidiaries. At least 15 days prior to the Company and the Subsidiaries Closing Date, Seller shall provide written notice to Purchaser of any Tax Return that are due on Purchaser is required to file (or before or relate cause to any taxable period ending on or before be filed) within 45 days of the Closing Date pursuant to this Section 12.02(a). (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). b) With respect to any Tax Return required to be filed (or caused to be filed) by Purchaser, or Seller pursuant to Section 12.02(a) (the Purchaser or party with the Stockholders with respect obligation to file a Tax Return shall hereinafter be referred to as the Company and the Subsidiaries “Filing Party”) and as to which an amount of Tax is allocable to the other party under Section 7.01(b12.01 (the “Tax Indemnifying Party”), the filing party Filing Party shall provide the other party and its authorized representatives Tax Indemnifying Party with a copy of such completed Tax Return or in the case of a Consolidated Tax Return, a pro forma Tax Return for the Seller Subsidiaries (prepared on a separate company basis) and a statement certifying and setting forth the calculation of the amount of Tax shown on any such Tax Return that is allocable to such other party Tax Indemnifying Party pursuant to Section 7.01(b)12.01, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives . Such Tax Indemnifying Party shall have the right to review and comment on any such Tax Return and statement prior to the filing of such Tax Return. (bc) The Stockholders Subject to Section 12.01 and except as otherwise specifically provided in an Ancillary Agreement, Seller shall pay or cause to be paid when due and payable all Taxes with respect properly shown on a Tax Return that Seller is required to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date and the Purchaser shall so pay file (or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable filed) pursuant to the portion terms of any paragraph (a) above and Purchaser shall do the same with respect to all Taxes properly shown on a Tax period Return that includes the Closing Date Purchaser is required to file (or cause to be filed) pursuant to Sections 7.01(athe terms of paragraph (a) and 7.01(b))above.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("ReturnsRETURNS") relating to the Company Sellers, Century CP and the Subsidiaries Business that are is due on or before or relate relates to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same for Returns relating to Century CP and the Business with respect to any taxable period ending after the Closing Date). Returns of the Company Century CP and the Subsidiaries Business not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to Century CP, but only if the Company and preparation of such Returns in a manner inconsistent with past practices would have a Material Adverse Effect on the Subsidiaries non-preparing party (except (i) to the extent counsel for the Stockholders or the Company render Sellers renders a legal opinion stating that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penaltiespenalties or (ii) with the consent of the Purchaser, which shall not be unreasonably withheld). With respect to any Return required to be filed by the Purchaser or the Stockholders Sellers with respect to the Company Century CP and the Subsidiaries Business and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return. . The Sellers and the Purchaser agree to consult and resolve in good faith any issue arising out of the review of any such Tax Return. In the event the parties are unable to resolve any dispute within thirty (b30) The Stockholders shall pay or cause to be paid when due and payable all Taxes with respect days following the delivery of such Tax Return by the filing party to the Company and non-filing party, the Subsidiaries for parties shall resolve their dispute by jointly requesting that a mutually acceptable accounting firm which is not the past or then current principal auditors of the Purchaser or the Sellers resolve any taxable period ending on or issue before the Closing Date due date of such Tax Return, in order that such Tax Return may be timely filed. The scope of the accounting firm's review shall be limited to the disputed items. The Sellers and the Purchaser shall so each pay or cause to be paid Taxes for any taxable period after one-half of the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) accounting firm's fees and 7.01(b))expenses.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders UHC shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority party (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("ReturnsRETURNS") relating with respect to the Company and the Subsidiaries that are due on or before or relate to for any taxable period ending on or before the Closing Date (Date, and the Purchaser ActaMed shall do the same with respect to for any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and after the Subsidiaries Closing Date and as to which an amount of Tax is allocable to the other party UHC under Section 7.01(b10.01(c), the filing party ActaMed shall provide the other party UHC and its authorized representatives with a copy of such completed Return and a statement certifying (including all necessary supporting schedules and information required to support such statement) that certifies and sets forth the calculation of the amount of Tax shown on such Return that is allocable to such other party UHC pursuant to Section 7.01(b), together with appropriate supporting information and schedules 10.01(c) at least 20 Business Days 30 days prior to the due date (including any extension thereof) for the filing of such Return, and such other party UHC and its authorized representatives shall have the right to review and comment on such Return and statement (including any supporting Schedules or other documents relevant thereto) prior to the filing of such Return. UHC and ActaMed agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Return and statement by UHC or its authorized representatives. (b) The Stockholders UHC and ActaMed shall each pay or cause to be paid when due and payable all Taxes that have not been paid as of the Closing Date that are allocable to them pursuant to the provisions of Section 10.01. (c) Payment of any amounts due under this Article 10 shall be made (i) with respect to the Company and the Subsidiaries for any taxable period ending on or agreed amounts, at least three calendar days before the Closing Date payment of any such Tax is due, provided that no such payment shall be due prior to 10 business days following receipt of written notice that payment of such Tax is due, or (ii) within 10 business days following either an agreement between UHC and the Purchaser shall so pay ActaMed that an amount is payable by UHC or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable ActaMed to the portion other or within 10 business days of any Tax period that includes a "determination" as defined in section 1313(a) of the Closing Date pursuant to Sections 7.01(a) and 7.01(b))Internal Revenue Code.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared prepared, and filed file or so furnished) in cause to be filed, on a timely manner basis, all consolidated, unitary, combined, or similar Tax returns, reports and forms ("Returns") relating to the Returns that include any Acquired Company and Seller or any Affiliate of Seller (other than the Subsidiaries that are due on or before or relate to Acquired Companies) (the “Consolidated Tax Returns”) for any taxable period (or portion thereof, determined in accordance with Section 13.2) ending on or before the Closing Date (and shall pay all Taxes reflected on such Consolidated Tax Returns. Except as required by Applicable Law and except as relates to the transactions contemplated by this Agreement, all such Consolidated Tax Returns shall be prepared in accordance with the past custom and practice of Seller and the Purchaser Acquired Companies. The Acquired Companies shall do furnish Tax information to Seller and the same appropriate Affiliates of Seller and shall cooperate with Seller and the appropriate Affiliates of Seller as reasonably necessary to prepare and file the Consolidated Tax Returns in accordance with Seller’s and the Acquired Companies’ past custom and practice. (b) Purchasers shall prepare or cause to be prepared and file or cause to be filed on a timely basis all Tax Returns with respect to any taxable period ending the Acquired Companies that are due after the Closing DateDate other than the Consolidated Tax Returns, and, subject to the indemnity for Taxes as provided in Section 12.2(a)(iv), Purchasers shall pay all Taxes reflected on such Tax Returns. Except as required by Applicable Law, all such Tax Returns which reflect a liability subject to indemnification pursuant to Section 12.2(a)(iv) shall be prepared in accordance with the past custom and practice of the Company and the Subsidiaries not yet filed Acquired Companies. (c) Purchasers shall provide Seller with a copy of each income Tax Return required to be prepared (or caused to be prepared) by Purchasers pursuant to Section 13.1(b) hereof for any a taxable period that begins beginning before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 thirty (30) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives Seller shall have the right to review and comment on such Return and statement Tax Returns prior to the filing of such Tax Return. (b) The Stockholders , and Seller shall pay or cause to be paid when due and payable all Taxes provide Purchasers written notice of any objections they have with respect to such Tax Returns (a “Tax Dispute”) within ten (10) Business Days of the Company delivery of such Tax Return. In the event of any such objections, the parties shall in good faith attempt to resolve such dispute for a period of five (5) Business Days following the date on which Purchasers were notified of the Tax Dispute; provided, that if such dispute is not settled within such time period, the parties shall promptly submit all such remaining disputed matters to the Neutral Auditors for resolution in a timely manner so that such Tax Return may be timely filed. If the Neutral Auditors are unable to make a determination with respect to any disputed issue within five (5) Business Days before the due date (including extensions) for the filing of the Tax Return in question, then Purchasers may file such Tax Return on the due date (including extensions) therefor without such determination having been made and without the consent of Seller; provided, however, that such Tax Return shall incorporate such changes as have at the time of such filing been agreed to by the parties pursuant to this Section 13.1(c). Notwithstanding the filing of such Tax Return, the Neutral Auditors shall make a determination with respect to any disputed issue, and the Subsidiaries for any taxable period ending on amount of Taxes, if any, with respect to which Seller or before the Closing Date Purchasers may be responsible pursuant to this Article XIII and the Purchaser Section 12.2(a)(iv) shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders calculated consistently with such determination. The decision by the date set forth Neutral Auditors shall be final and binding on the parties with respect to how any such Tax Return should be filed. Notwithstanding anything in Section 7.04 for Taxes attributable this Agreement to the portion of any Tax period that includes contrary, the Closing Date fees and expenses relating to the Neutral Auditors pursuant to Sections 7.01(athis Section 13.1(c) and 7.01(b))shall be borne in inverse proportion to the degree that each party prevails on the Tax Dispute, which proportionate allocation will also be determined by the Neutral Auditors.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated federal income Tax returnsReturns for the affiliated group of which the Seller is common parent, reports and forms ("Returns"ii) relating the separate and combined state income Tax Returns of the Seller. The Seller Subsidiaries shall be included in such consolidated federal income Tax Return through the close of business on the Closing Date. The results of operations of the Seller Subsidiaries shall be included, to the Company extent consistent with past practice, in such combined state income Tax Returns through the close of business on the Closing Date. (b) The Seller shall prepare and file or otherwise furnish in proper form to the Subsidiaries appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all other state or local Tax Returns of each Seller Subsidiary that are due on or before or relate to any is not a Joint Venture for taxable period periods ending on or before the Closing Date Date. (and the c) Purchaser shall do prepare and file or otherwise furnish in proper form to the same with respect appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all separate or combined state or local Tax Returns or each Seller Subsidiary for any taxable period periods ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries . (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). d) With respect to any Tax Return required to be filed by the Purchaser or the Stockholders Seller with respect to the Company and the Seller Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)SECTION 6.02, the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b)SECTION 6.02, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior the filing of such Tax Return. (be) The Stockholders Seller shall pay or cause to be paid when due and payable all Taxes (other than Taxes addressed under SECTION 2.07(a)(iv) and Transfer and Gains Taxes allocated to the Purchaser under SECTION 5.07) with respect to the Company Seller and the Seller Subsidiaries for any taxable period ending on or before the Closing Date and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))Date.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority Body (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to Returns of the Company and Companies after the Subsidiaries Closing Date that are due on or before (including extensions thereof) or relate to any taxable period ending on or before the Closing Date (Date, and which have not been filed on or before the Closing Date. The Purchaser shall do the same for the Tax Returns of the Companies after the Closing Date with respect to any taxable period beginning before the Closing Date and ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Tax Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Companies, the filing party Purchaser shall provide the other party Seller and its authorized representatives Representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party Seller pursuant to Section 7.01(b6.3(b), together with appropriate supporting information and schedules at least 20 Business Days fifty (50) days prior to the due date (including any extension thereofextensions) for the filing of such Tax Return, and the Seller shall pay to the Purchaser the amount of Tax shown on such other party Tax Return that is allocable to the Seller pursuant to Section 6.3(b) in immediately available funds in order that the Tax shown on such Tax Return will be timely paid. The Seller and its authorized representatives Representatives shall have the right to review and comment on such Tax Return and statement prior the filing of such Tax Return. . The Seller and the Purchaser agree to consult and resolve in good faith any issue arising out of the review of any such Tax Return. In the event the parties are unable to resolve any dispute within twenty (b20) The Stockholders days following the delivery of such Tax Return by the filing party to the non-filing party, the parties shall pay resolve their dispute by jointly requesting that a mutually acceptable accounting firm (the "Accounting Firm") which is not the past or cause then current principal auditor of the Purchaser or the Seller to resolve any issue at least five (5) days before the due date of such Tax Return, in order that such Tax Return may be timely filed and the Tax shown on such Tax Return to be paid when due timely paid. The scope of the Accounting Firm's review shall be limited to the disputed items. The fees and payable all Taxes disbursements of the Independent Accounting Firm shall be allocated between Seller and Purchaser in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally -74- 80 determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. With respect to any Tax Return required to be filed by the Purchaser with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date and Companies, the Purchaser shall so pay or cause to be provide the Seller and its Representatives with a statement certifying the amount of tax preparation fees paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable Purchaser that is allocable to the portion of any Tax period that includes the Closing Date Seller pursuant to Sections 7.01(aSection 6.3(b), and the Seller shall pay to the Purchaser the amount of such tax preparation fees that is allocable to the Seller pursuant to Section 6.3(b) and 7.01(b))in immediately available funds within five (5) days of the receipt of such statement.

Returns and Payments. (a) From Seller shall cause the date of this Agreement through and after the Closing Date, the Stockholders shall Company to prepare and timely file or otherwise furnish in proper form to the appropriate Governmental Authority party (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating Returns with respect to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending (taking into account all available extensions) on or before the Closing Date (and the Purchaser shall do the same all Tax Returns with respect to the Company which are required to be filed on a combined, consolidated, unitary or similar group basis for any taxable tax period ending after of the Company that ends on or before the Closing Date), which returns shall be prepared in a manner consistent with past practice employed by the Company. Purchaser shall prepare and timely file (or cause the Company to prepare and timely file) all Tax Returns in respect of the Company that are not required to be, or caused to be, prepared and the Subsidiaries not yet filed by Seller hereunder. Tax Returns prepared by Purchaser for any Straddle Period or for any taxable period that begins before ends on or prior to the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries by Seller (except to the extent counsel for the Stockholders or the Company render a legal opinion that Purchaser determines there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penaltiestherefor). With respect to any Tax Return required to be filed prepared by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries hereunder and as to which an amount of Tax is allocable to the other party Seller under Section 7.01(b8.01(b), the filing party Purchaser shall provide the other party Seller and its authorized representatives with a copy of such completed Tax Return (with which Purchaser will make available supporting schedules and information), and a statement and supporting schedules certifying the amount of Tax shown on such Tax Return that is allocable to such other party Seller pursuant to Section 7.01(b8.01(b), together with appropriate supporting information and schedules at least 20 Business Days days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party Seller and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. Seller and Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by Seller or its authorized representatives; provided that such consultation does not delay the timely filing of the Tax Return. In the event of a dispute, the party that is responsible hereunder for the greater amount of Taxes, taking into account on a net present value basis all open taxable periods affected by the issue (including future periods in the case of recurring issues), shall have the right to make the final determination as to any such disputed issue. (b) The Stockholders Seller shall pay or cause to be paid to the appropriate Tax authority when due and payable all Taxes with respect that are required to be reported on Tax Returns which are required to be filed by Seller pursuant to subsection (a) but subject to the Company right of Seller to be paid amounts in respect of Taxes and to be indemnified by the Subsidiaries for any taxable period ending on or before Purchaser pursuant to Section 8.01(a). From and after the Closing Date and Date, the Purchaser shall so pay or cause to be paid to the appropriate tax authority when due and payable all Taxes which accrue with respect to the Company for any other taxable period after the Closing Date (subject to its right of indemnification from Seller for the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the Pre-Closing Date portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a8.01(a) and 7.01(b(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority Entity (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the US Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser Buyers shall do the same for the US Company with respect to any taxable period ending after the Closing Date). Tax Returns of the US Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the US Company and the Subsidiaries (except to the extent counsel for the Stockholders Sellers or the US Company render renders a legal opinion that there is no reasonable basis in law therefor therefore or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any Tax Return required to be filed by the Purchaser Buyers or the Stockholders Sellers with respect to the US Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b8.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b8.1(b), together with appropriate supporting information and schedules at least 20 twenty (20) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior the filing of such Tax Return. (b) The Stockholders Sellers shall pay or cause to be paid when due and payable all Taxes with respect to the US Company and the Subsidiaries for any taxable period ending on or before the Closing Date to the extent such Taxes exceed the amount, if any, accrued for such Taxes as current Taxes payable on the Closing Balance Sheets (subject to Section 11.6(f)), and the Purchaser Buyers shall so pay or cause to be paid Taxes for any taxable period ending after the Closing Date (subject to its right of indemnification from the Stockholders Sellers by the date set forth in Section 7.04 8.5 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a8.1(a) and 7.01(b8.1(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders The Company shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries Subsidiary that are due on or before or relate to any taxable Tax period ending on or before the Closing Date (date of the Effective Time and any other Returns of the Company and the Purchaser shall do the same with respect to Subsidiary, including any taxable period Returns for any Tax periods beginning before but ending after the Closing Date)date of the Effective Time. Returns of the Company and the Subsidiaries Subsidiary not yet filed for any taxable Tax period that begins on or before the Closing Date date of the Effective Time ("Pre-Effective Time Return") shall be prepared prepared, and each item thereon treated, in a manner consistent with past practices employed with respect to the Company and the Subsidiaries Subsidiary (except to the extent counsel for the Stockholders or the Company render a legal opinion that determines there is no reasonable basis in law therefor therefore or determines that a Return cannot be so prepared and filed or an item so reported without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Pre-Effective Time Return, the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date Shareholders' Representative (including any extension thereofas hereinafter defined) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. (b) The Stockholders Return and the Company agrees to discuss in good faith the items reflected on such Return and any adjustments reasonably requested by the Shareholders' Representative. In the event there is a dispute regarding any adjustment requested by the Shareholders' Representative that cannot be resolved by the parties within 30 days after receipt by the Company of such requested adjustments, the Shareholders' Representative and the Company shall pay or cause submit the items remaining in dispute for resolution to be paid when due and payable all Taxes with respect an Independent Accounting Firm, which shall, within 30 days after such submission, deliver a report to the Company and the Subsidiaries for Shareholders' Representative setting forth the resolution of such disputed items and the adjustment, if any, to be made to the Return, and such report shall be final, binding and conclusive on the Shareholders' Representative and the Company. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Shareholders' Representative and the Company in the same proportion that the aggregate amount of such disputed items submitted to the Independent Accounting Firm that are unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. The Shareholders and Parent agree that any taxable Tax deduction arising from the exercise of Company Stock Options on or before the Effective Time shall be allocable to the appropriate Tax period (or portion thereof) ending on or before the Closing Date date of the Effective Time. For the avoidance of doubt, the Shareholders and Parent agree that the federal income tax period of the Company shall end as of the end of the day of the date of the Effective Time. The Shareholders and the Purchaser Parent agree that the Company shall so pay claim the deductions arising from the exercise of the Company Stock Options in the taxable year that includes the Effective Time and any unused deductions or cause loss that are not used in the taxable year that includes the Effective Time shall be carried back to prior taxable years, to the extent permissible under law. The Shareholders shall be paid Taxes entitled to any Tax refunds in accordance with Section 8.03. If for any state or local income or franchise tax purposes the taxable period after year that includes the Closing Date (subject Effective Time does not end as of the end of the day of the Effective Time, then in addition to its right the Tax refund in accordance with Section 8.03, Parent shall pay to the Shareholders the amount of indemnification from the Stockholders any actual state or local tax savings realized by the date set forth in Section 7.04 Company or members of its consolidated or combined group for Taxes attributable such taxable year that includes the Effective Time to the extent such deductions offset income allocable to the portion of any Tax period that includes such taxable year after the Closing Date Effective Time pursuant to Sections 7.01(aSection 8.01(b) and 7.01(b))such deductions could have otherwise been claimed as a refund if the taxable year had ended on the day of the Effective Time. If (i) the Effective Time is on or after January 1, 2004 and (ii) the Company is not entitled under such state or local income or franchise tax law to carry back the deductions or losses to prior taxable years, then Parent shall pay to the Shareholders the amount of any actual tax savings realized by the Company or members of its consolidated or combined group for taxable years beginning after the Effective Time to the extent the Company would have been entitled to a refund of such state or local taxes had the exercise of Company Stock Options and the date of the Effective Time both occurred on December 31, 2003.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate United States and non-United States Governmental Authority Entity (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Companies and each Company and the Subsidiaries Subsidiary that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Companies and each Company and the Subsidiaries Subsidiary not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Companies and each Company and the Subsidiaries Subsidiary (except to the extent counsel for the Stockholders Seller or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders Seller with respect to the Companies and each Company and the Subsidiaries Subsidiary and as to which an amount of Tax is allocable to the other party under Section 7.01(b)party, the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b)party, together with appropriate supporting information and schedules at least 20 Business Days thirty (30)business days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return. (b) The Stockholders Seller shall pay or cause to be paid when due and payable all Taxes with respect to the Companies and each Company and the Subsidiaries Subsidiary for any taxable period ending on or before the Closing Date to the extent such Taxes exceed the amount, if any, accrued for such Taxes as current Taxes payable on the Closing Date Balance Sheet, and the Purchaser shall so pay or cause to be paid Taxes for (i) any taxable period after the Closing Date, and (ii) periods prior to the Closing Date (to the extent the Taxes were accrued in the Closing Date Balance Sheet. Purchaser's obligation to pay Taxes will be subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 Seller for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))Date.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall cause the Company to prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority party (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating Returns with respect to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending (taking into account all available extensions) on or before the Closing Date and all Tax Returns with respect to the Company which are required to be filed on a combined, consolidated, unitary or similar group basis for any tax period of the Company that ends on or before the Closing Date, which returns shall be prepared in a manner consistent with past practice employed by the Company. The Purchaser shall prepare (or cause the Company to prepare) all Tax Returns in respect of the Company that are not required to be, or caused to be, prepared and filed by the Seller hereunder including all other Tax Returns required to be filed by the Company for taxable periods ending on or before December 31, 1998, it being understood and agreed that the Purchaser shall do not be responsible for the same with respect to accuracy or completeness of any taxable period ending after the Closing Date). Returns of the Company and information contained therein. Tax Returns prepared by the Subsidiaries not yet filed Purchaser for any Straddle Period or for any taxable period that begins before ends on or prior to the Closing Reference Date shall be prepared in a manner consistent with past practices employed with respect to by the Company and the Subsidiaries Seller (except to the extent counsel for the Stockholders or the Company render a legal opinion that Purchaser determines there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penaltiestherefor). With respect to any Tax Return required to be filed prepared by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries hereunder and as to which an amount of Tax is allocable to the other party Seller under Section 7.01(b)7.01, the filing party Purchaser shall provide the other party Seller and its authorized representatives with a copy of such completed Tax Return (with which the Purchaser will make available supporting schedules and information), and a statement and supporting schedules certifying the amount of Tax shown on such Tax Return that is allocable to such other party the Seller pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party the Seller and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) . The Stockholders shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date Seller and the Purchaser shall so pay or cause agree to be paid Taxes for consult and to attempt in good faith to resolve any taxable period after issues arising as a result of the Closing Date (subject to its right review of indemnification from the Stockholders such Tax Return and statement by the date set forth Seller or its authorized representatives; provided that such consultation does not delay the timely filing of the Tax Return. In the event of a dispute, the party that is responsible hereunder for the greater amount of Taxes, taking into account on a net present value basis all open taxable periods affected by the issue (including future periods in Section 7.04 for Taxes attributable the case of recurring issues), shall have the right to make the portion of final determination as to any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))such disputed issue.

Returns and Payments. (ai) From the date of this Agreement through and after the Closing DateThe Seller shall include, the Stockholders shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared included, both Direct and filed or so furnished) its Subsidiaries in a timely manner all Tax returnsthe consolidated federal tax return and in any consolidated, reports and forms ("Returns") relating to the Company and extent allowable by law) any combined or unitary, state, local, or foreign Tax return to be filed by the Subsidiaries that are due on Seller for all tax periods, or before or relate to any taxable period portions thereof, ending on or before the Closing Date (and the Purchaser Date. Seller shall do the same with respect cause to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner prepared, consistent with past practices employed practice, and file, or cause to be filed, all such consolidated and combined tax returns. The Buyer agrees to cooperate with respect the Seller in preparation of all such Tax Returns and agrees to take no position inconsistent with both Direct and its Subsidiaries' being a member of such consolidated, combined, or unitary group. The Seller shall cause to be timely paid all Taxes to which such Tax Returns relate for all periods covered by such Tax Returns including as they relate to both Direct and its Subsidiaries. (ii) Seller shall cause to be prepared, consistent with past practice, and shall file or submit to the Company Buyer for filing, all required Tax Returns of both Direct and the its Subsidiaries (except to the extent counsel described in Section 8(a)(i)) for any period which ends on or before the Stockholders Closing Date, for which Tax Returns are not required to have been filed as of the Closing Date. The Seller shall pay or shall pay to the Company render a legal opinion that there is no reasonable basis Buyer and upon receipt the Buyer shall cause to be timely paid, in law therefor or determines that a Return cannot each instance to the appropriate authorities, all Taxes to which such Tax Returns relate for all periods covered by such Tax Returns. (iii) The Buyer shall cause to be so prepared prepared, consistent with past practice and timely filed without being subject to penaltiesall required Tax Returns for taxable periods beginning before and ending after the Closing Date (the "Straddle Returns"). With respect At least fifteen (15) days prior to the filing of any Straddle Return required to be filed by the Purchaser or the Stockholders with respect Buyer pursuant to the Company and preceding sentence, the Subsidiaries and as to which an amount Buyer shall submit copies of Tax is allocable such returns to the other party under Section 7.01(b)Seller for its approval, which shall not be unreasonably withheld. The Buyer shall pay all Taxes reflected on the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior Straddle Returns. Such taxes to the due date (including extent attributable to any extension thereof) for the filing period or portion of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return. (b) The Stockholders shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable a period ending on or before the Closing Date shall be referred to herein as "Pre-Closing Taxes". Pre-Closing Taxes shall be calculated on the basis of the activities of both Direct and its Subsidiaries as though the Purchaser shall so pay or cause to be paid Taxes for any taxable period after for the Company terminated at the close of business on the Closing Date; provided, however, that in the case of a Tax not based on income, Pre-Closing Taxes shall be equal to the tax imposed with respect to the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period on or preceding the Closing Date (subject to its right and the denominator of indemnification from which is the Stockholders by number of days in the date set forth in Section 7.04 taxable period. The Seller shall reimburse the Buyer for Pre-Closing Taxes attributable to at such time as the portion of any Tax period that includes Straddle Return is filed with the Closing Date pursuant to Sections 7.01(a) and 7.01(b))appropriate taxing authority.

Returns and Payments. (a) From the date of this Agreement through and after the Closing DateClosing, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company Companies and the Subsidiaries Subsidiaries, as applicable, that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing DateStraddle Period). Tax Returns of the Company Companies and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company Companies and the Subsidiaries (except to the extent that counsel for the Stockholders Sellers, the Companies or the Company render Subsidiaries renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any such Tax Return required to be filed by the Purchaser or the Stockholders with respect to Sellers, for a taxable period that ends on or before, or includes, the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Closing Date, the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and and, if applicable, a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b6.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such ReturnTax Return (which comments the filing party shall consider in good faith). (b) The Stockholders Sellers shall pay pay, or cause to be paid paid, when due and payable all Taxes with respect to the Company Companies and the Subsidiaries Subsidiaries, as applicable, for any taxable period ending on or before the Closing Date Date, and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date Straddle Period (subject to its right of indemnification from the Stockholders Sellers by the date set forth in Section 7.04 6.05 for Taxes attributable to the portion of any Tax period Straddle Period that includes ends on the Closing Date pursuant to Sections 7.01(a6.01(a) and 7.01(b6.01(b)). Notwithstanding the foregoing, the Sellers shall only be liable for a particular Tax of a Company or any Subsidiary for any Pre-Closing Period or portion of a Straddle Period that ends on the Closing Date to the extent that the amount of such Tax exceeds the amount specifically identified and reserved for purposes of, and taken into account in computing, Net Working Capital.

Returns and Payments. (a) From The Sellers shall be responsible for preparing and filing (or causing to be prepared and filed) all Tax Returns of the date of this Agreement through and after Transferred Companies for all taxable periods ending on or before the Closing Date, the Stockholders and Buyer shall prepare be responsible for preparing and file or otherwise furnish in proper form to the appropriate Governmental Authority filing (or cause causing to be prepared and filed or so furnishedfiled) in a timely manner all other Tax returns, reports and forms ("Returns") relating Returns of the Transferred Companies. With respect to the Company and the Subsidiaries all such Tax Returns that are due on or before or relate to any taxable period periods ending on or before the Closing Date (and or the Purchaser shall do portion of the same with respect to any taxable period Straddle Periods ending after on the Closing Date). , (i) such Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared filed in a manner consistent with past practices employed practice and no position shall be taken, election made, or method adopted that is inconsistent with respect positions taken, elections made, or methods used in prior periods in filing such Tax Returns (including inconsistent positions which would have the effect of accelerating income to periods for which the Sellers are liable or deferring deductions to periods for which Buyer is liable) unless required by Law, and (ii) such Tax Returns shall be submitted to the Company and the Subsidiaries (except other party not later than *** prior to the extent counsel due date for filing such Tax Returns (or, if such due date is within *** following the Stockholders Closing Date, as promptly as practicable following the Closing Date) for review and approval by such other party, which approval may not be unreasonably withheld, delayed or conditioned. (b) In any case where a party is required to file a Tax Return (the Company render a legal opinion that “Filing Party”) on which there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which shown an amount of Tax that is allocable to the other party under Section 7.01(b(the “Non-Filing Party”), the filing party Non-Filing Party shall provide pay to the other party and its authorized representatives with a copy of such completed Return and a statement certifying Filing Party the amount of Tax shown on such Return that is allocable so allocated to such other party it pursuant to Section 7.01(b), together 11.1 in accordance with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing provisions of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such ReturnSection 11.5. (b) The Stockholders shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority taxing authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company and the Subsidiaries Parties (i) that are due on or before or the Closing Date and (ii) that relate to any taxable period ending on or before through the Closing Date Date, and pay or cause to be paid all Taxes shown as due thereon (and the Purchaser Buyer Parties shall do the same same, including making or causing to be made payments shown as due, with respect to any taxable period ending Tax Return for the Company Parties due after the Closing Date). Tax Returns of the Company and the Subsidiaries Parties not yet filed for any taxable Taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries Parties (except to the extent counsel for the Stockholders Seller or counsel for the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return Tax return cannot be so prepared and filed without being subject to penalties). With respect to any Tax Return required to be filed by the Purchaser Buyer or the Stockholders Seller with respect to the Company and the Subsidiaries Parties and as to which an amount of Tax is allocable to the other party under Section 7.01(b12.1(c), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b12.1(c) (the "Tax Allocation Statement"), together with appropriate supporting information and schedules at least 20 Business Days 45 days (or such other time period as is agreed by the parties, such agreement not to be unreasonably withheld) prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement Tax Allocation Statement prior to the filing of such Tax Return. (b) The Stockholders shall pay . If after such review, the reviewing party disagrees with any item on such Tax Return or cause to be paid when due Tax Allocation Statement and payable all Taxes with respect the parties cannot agree as to the Company and appropriate treatment or calculation thereof, the Subsidiaries for any taxable period ending on or before issue in dispute shall be reviewed by an independent nationally recognized accounting firm (the Closing Date and the Purchaser shall so pay or cause "Tax Referee") agreed to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to parties. If the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b)).parties are unable

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner: (i) all consolidated, unitary, combined or similar Tax Returns (each a “Consolidated Tax Return ”) that include Seller, CLAC, FGWLA and the Seller Subsidiaries for any taxable period, (ii) all Tax Returns that include Seller, FGWLA or CLAC and (iii) all other Tax Returns that relate to or include the Seller Subsidiaries, the Business or the Transferred Assets for tax periods ending on or before the Closing Date. With respect to Tax Returns described in clause (i) or (ii) of this Section 12.02(a), such Tax Returns shall be prepared and filed in a manner consistent with past practice to the extent that doing so solely affects the Seller Subsidiaries, the Business or the Transferred Assets. With respect to Tax Returns described in clause (iii) of this Section 12.02(a), such Tax Returns shall be prepared and filed in a manner consistent with past practice. With respect to any Tax Return prepared by Seller pursuant to this Section 12.02(a) which includes the Seller Subsidiaries, Seller shall provide to Purchaser a copy of any such Tax Return that is filed by the Seller Subsidiaries (or in the event of a Consolidated Tax Return, a pro forma Tax Return for each includible Seller Subsidiary) no later than 30 days prior to the date such Tax Return is required to be filed. Purchaser shall have the right to comment with respect to any such Tax Return to the extent such comment relates to a matter which is reasonably likely to result in a material adverse affect for Purchaser or its Affiliates (determined as if Purchaser will file an Election for each Seller Subsidiary); provided, that such comments does not cause Seller or its Affiliates to take any positions that are either contrary with law. Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner all other Tax returns, reports and forms ("Returns") relating Returns of or that include the Seller Subsidiaries. At least 15 days prior to the Company and the Subsidiaries Closing Date, Seller shall provide written notice to Purchaser of any Tax Return that are due on Purchaser is required to file (or before or relate cause to any taxable period ending on or before be filed) within 45 days of the Closing Date pursuant to this Section 12.02(a). (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). b) With respect to any Tax Return required to be filed (or caused to be filed) by Purchaser, or Seller pursuant to Section 12.02(a) (the Purchaser or party with the Stockholders with respect obligation to file a Tax Return shall hereinafter be referred to as the Company and the Subsidiaries “Filing Party”) and as to which an amount of Tax is allocable to the other party under Section 7.01(b12.01 (the “ Tax Indemnifying Party”), the filing party Filing Party shall provide the other party and its authorized representatives Tax Indemnifying Party with a copy of such completed Tax Return or in the case of a Consolidated Tax Return, a pro forma Tax Return for the Seller Subsidiaries (prepared on a separate company basis) and a statement certifying and setting forth the calculation of the amount of Tax shown on any such Tax Return that is allocable to such other party Tax Indemnifying Party pursuant to Section 7.01(b)12.01, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives . Such Tax Indemnifying Party shall have the right to review and comment on any such Tax Return and statement prior to the filing of such Tax Return. (bc) The Stockholders Subject to Section 12.01 and except as otherwise specifically provided in an Ancillary Agreement, Seller shall pay or cause to be paid when due and payable all Taxes with respect properly shown on a Tax Return that Seller is required to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date and the Purchaser shall so pay file (or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable filed) pursuant to the portion terms of any paragraph (a) above and Purchaser shall do the same with respect to all Taxes properly shown on a Tax period Return that includes the Closing Date Purchaser is required to file (or cause to be filed) pursuant to Sections 7.01(athe terms of paragraph (a) and 7.01(b))above.

Returns and Payments. (a) From the date of this Agreement through and after the Closing DateClosing, the Company and the Principal Stockholders shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company and the Subsidiaries that are due on or before the Closing Date; provided, however, that Parent and/or the Surviving Corporation will bear all costs and expenses associated with the preparation and filing of any Tax Return required to be prepared with respect to the period beginning on November 1, 2006, and ending on the Closing Date, including all accountants' and auditors' fees. The Company shall cause such Tax Returns to be prepared and filed, in a manner consistent with past practice of the Company (subject to any departure required to comply with any Applicable Law). The Parent shall cause to be prepared and filed all Tax Returns relating to the Company and the Subsidiaries that are due after the date of the Closing; provided, however, that the Parent (or the Surviving Corporation, as applicable) shall be entitled to reimbursement from the amounts set aside therefor in the Escrow Account for its out of pocket costs and expenses associated with the preparation and filing of income Tax Returns of the Company and the Subsidiaries which relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with October 31, 2006. With respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect such Tax Return relating to the Company and the Subsidiaries (except to that include any period ending on or before the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Closing Date, the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b)Return, together with appropriate supporting information and schedules at least 20 Business Days schedules, as soon as reasonably practicable prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) The Principal Stockholders shall pay or cause the Company to be paid when due and payable pay all Taxes with respect to the Company and the Subsidiaries for any taxable period ending due and payable on or before the Closing Date Date, and the Purchaser Parent shall so pay or cause to be paid all Taxes due and payable after the Closing Date. The Principal Stockholders will promptly reimburse Parent for any taxable period income Taxes paid by Parent after the Closing Date (subject but which relate to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable periods ending on or prior to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))Date.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders Sellers or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party Sellers under Section 7.01(b)7.01, the filing party Purchaser shall provide the other party Sellers and its their authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party the Sellers pursuant to Section 7.01(b)7.01, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and the Sellers and their authorized representatives shall have the right to review and comment on such other party Return and statement prior to the filing of such Return. With respect to any Return required to be filed by any Seller with respect to the Company, the Sellers shall provide the Purchaser and its authorized representatives with a copy of such completed Return, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and the Purchaser and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. (b) The Stockholders Sellers shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date to the extent such Taxes exceed the amount, if any, accrued for such Taxes as current Taxes payable on the Closing Date, and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders Sellers by the date set forth in Section 7.04 7.05 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b)Section 7.01).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax returns, reports Returns (each a “Consolidated Return”) that include Seller and forms ("Returns"ii) Tax Returns relating to the Company and the Subsidiaries that are due on or before or relate attributable to any taxable period periods ending on or before the Closing Date (and the Purchaser Buyer shall do the same with respect to any taxable period non-Consolidated Return for the Company and the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders Seller or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any non-Consolidated Return required to be filed by the Purchaser Buyer or the Stockholders Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b7.1(b), together with appropriate supporting information and schedules at least 20 Business Days forty-five (45) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) The Stockholders After the Closing Date, Seller shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before that are unpaid as of the Closing Date and the Purchaser shall so pay or cause are allocable to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date Seller pursuant to Sections 7.01(a7.1(a) and 7.01(b)7.1(b) (either directly to the appropriate Taxing Authority or as appropriate to Buyer, the Company or any Subsidiary as the case may be). (c) All Taxes with respect to the Company and the Subsidiaries not allocated to Seller pursuant to Section 7.1(a) and 7.1(b) shall be allocated to Buyer. Buyer shall indemnify and hold harmless Seller against, and shall or shall cause the Company or the Subsidiaries to pay, all Taxes that are allocable to Buyer pursuant to the preceding sentence (either directly to the appropriate Taxing Authority or, as appropriate, to Seller). Buyer shall indemnify and hold harmless Seller against any and all Taxes allocated to Buyer pursuant to the first sentence of this Section 7.3(c) and against any loss, damage, liability or expense, including reasonable fees for attorneys and other outside consultants, in connection with such Taxes.

Returns and Payments. (a) From the date of this Agreement through -------------------- and after the Closing Date, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority governmental authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries or HPI that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser Buyer shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries or HPI not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries or HPI (except to the extent counsel for the Stockholders or Sellers, the Company render or HPI renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders Buyer with respect to the Company and the Subsidiaries or HPI and as to which an amount of Tax is allocable to the other party Sellers under Section 7.01(b)15.1, the filing party Buyer shall provide the other party Sellers and its their authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party the Sellers pursuant to Section 7.01(b)15.1, together with appropriate supporting information and schedules at least 20 Business Days thirty (30) days prior to the due date (including any extension thereof) for the filing of such Return, and the Sellers and their authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. Each such Return shall separately identify and reserve to the account of Buyer any Taxes attributable to the exercise of any tax election, transfer, liquidation or other party event occurring or deemed to have occurred at or after the Closing Date and made or effectuated by Buyer. With respect to any Return required to be filed by any Seller with respect to the Company or HPI, the Sellers shall provide the Buyer and its authorized representatives with a copy of such completed Return, together with appropriate supporting information and schedules at least thirty (30) days prior to the due date (including any extension thereof) for the filing of such Return, and the Buyer and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. Each party shall timely file any Return for which it is responsible. (b) The Stockholders Sellers shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries or HPI for any taxable period ending on or before the Closing Date Date, and the Purchaser Buyer shall so pay or cause to be paid all Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders Sellers by the date set forth in Section 7.04 15.5 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b)Section 15.1).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any Return that relates to any taxable period ending that ends after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render Seller renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b6.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b6.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return. (b) The Stockholders Seller shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date and to the extent such Taxes exceed the amount, if any, reserved for such Taxes as current tax payable on the Closing Date Balance Sheet; anti the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders Seller by the date set forth in Section 7.04 6.05 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a6.01(a)(ii) and 7.01(b6.01(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall cause the Company to prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority party (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating Returns with respect to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending (taking into account all available extensions) on or before the Closing Date and all Tax Returns with respect to the Company which are required to be filed on a combined, consolidated, unitary or similar group basis for any tax period of the Company that ends on or before the Closing Date, which returns shall be prepared in a manner consistent with past practice employed by the Company. The Purchaser shall prepare (or cause the Company to prepare) all Tax Returns in respect of the Company that are not required to be, or caused to be, prepared and filed by the Seller hereunder including all other Tax Returns required to be filed by the Company for taxable periods ending on or before December 31, 1998, it being understood and agreed that the Purchaser shall do not be responsible for the same with respect to accuracy or completeness of any taxable period ending after the Closing Date). Returns of the Company and information contained therein. Tax Returns prepared by the Subsidiaries not yet filed Purchaser for any Straddle Period or for any taxable period that begins before ends on or prior to the Closing Reference Date shall be prepared in a manner consistent with past practices employed with respect to by the Company and the Subsidiaries Seller (except to the extent counsel for the Stockholders or the Company render a legal opinion that Purchaser determines there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penaltiestherefor). With respect to any Tax Return required to be filed prepared by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries hereunder and as to which an amount of Tax is allocable to the other party Seller under Section 7.01(b)7.01, the filing party Purchaser shall provide the other party Seller and its authorized representatives with a copy of such completed Tax Return (with which the Purchaser will make available supporting schedules and information), and a statement and supporting schedules certifying the amount of Tax shown on such Tax Return that is allocable to such other party the Seller pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party the Seller and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representatives; provided that such consultation does not delay the timely filing of the Tax Return. In the event of a dispute, the party that is responsible hereunder for the greater amount of Taxes, taking into account on a net present value basis all open taxable periods affected by the issue (including future periods in the case of recurring issues), shall have the right to make the final determination as to any such disputed issue. (b) The Stockholders Seller shall pay or cause to be paid to the appropriate Tax authority when due and payable all Taxes with respect that are required to be reported on Tax Returns which are required to be filed by the Seller pursuant to subsection (a) to the Company extent such Taxes exceed the Tax Reserve (but subject to the right of the Seller to be paid amounts in respect of Taxes and to be indemnified by the Subsidiaries for any taxable period ending on or before Purchaser pursuant to Section 7.01(a)). From and after the Closing Date and Date, the Purchaser shall so pay or cause to be paid to the appropriate Tax authority when due and payable all Taxes which accrue with respect to the Company for any other taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by Seller for the date set forth in Section 7.04 for Taxes attributable to the pre-Reference Date portion or Pre-Closing Date portion of any Tax period that includes the Reference Date or Closing Date pursuant to Sections 7.01(a) and 7.01(b(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing DateClosing, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Purchased Assets, the Business, the Company and the Company Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Tax Returns of the Company and the Company Subsidiaries or relating to the Purchased Assets or the Business not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Seller, the Company and the Company Subsidiaries (except to the extent that counsel for the Stockholders Seller or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any such Tax Return required to be filed prepared by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Seller, the filing preparing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and and, if applicable, a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b) and/or payable to such other party pursuant to Section 7.02(c), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, for all Taxes with the exception of payroll taxes and five Business Days for such Tax Return that is for payroll taxes and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) The Stockholders Seller shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Company Subsidiaries or relating to the Purchased Assets or the Business for any taxable period ending on or before the Pre-Closing Date Period (subject to its rights set forth in Section 7.02(c)), and the Purchaser shall so pay or cause to be paid all Taxes for any taxable period after the Post-Closing Date Period (subject to its right of indemnification from the Stockholders Seller by the date set forth in Section 7.04 7.05 for Taxes attributable to the portion of any Tax period that includes the Closing Date Straddle Period pursuant to Sections Section 7.01(a) and Section 7.01(b)). (c) The Purchaser shall pay or cause to be paid to the Seller at least three Business Days before the due date of the applicable estimated or final Tax Return required to be filed by the Seller, without regard to whether the Tax Return shows overall net income or loss for such period, an amount equal to the lesser of (i) the amount of Excluded Taxes shown as unpaid and owed on such Tax Return and (ii) the amount of the reserves for Taxes of the Company and the Company Subsidiaries which is used in the calculation of the Net Working Capital calculated in reference to the Closing Balance Sheet for such Excluded Tax reduced by any amount previously paid by Purchaser either to the Seller or an appropriate Governmental Authority, in each case in respect of Excluded Taxes. The Seller shall be entitled to recover professional fees and related costs that it may reasonably incur to enforce the provisions of this Section 7.02(c). (d) The Purchaser shall file or otherwise furnish all such Tax Returns that it is required to furnish (including Tax Returns for Pre-Closing Periods that are not due until after the Closing Date that relate to payroll taxes) in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner and shall provide proof of such timely filing to the Seller promptly after the filing of any Pre-Closing Period or Straddle Period Tax Returns and the Seller shall file or otherwise furnish all such tax Returns that it is required to furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner and shall provide proof of such timely filing to the Seller promptly after the filing.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Holders shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries Tax Affiliates that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser Issuer shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries Tax Affiliates not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries Tax Affiliates (except to the extent counsel for the Stockholders Holders or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser Issuer or the Stockholders Holders with respect to the Company and the Subsidiaries Tax Affiliates and as to which an amount of Tax is allocable to the other party under Section 7.01(b6.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b6.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return. (b) The Stockholders Holders shall pay or cause to be paid when due and payable all Taxes with respect for which they are liable pursuant to the Company terms of this Article VI and the Subsidiaries for any taxable period ending on or before the Closing Date and the Purchaser Issuer shall so pay or cause to be paid Taxes when due and payable all Taxes for which it is liable pursuant to the terms of this Article VI. (c) The Issuer shall describe the transactions in connection with the transfer and cancellation of the Company Equity Assets in the Return for 1998 filed with the French Tax authorities. If the 1998 Return is filed by the Company with the French Tax authorities without a description of such transactions, the Holders shall not be liable for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders penalty due by the date set forth Company that could have been avoided if the Company had filed such description together with its 1998 Return. (d) The Issuer shall timely file form RFIBEU No. 5053 or any other appropriate form for a refund of any precompte paid by the Company (the "Form") upon distribution of profits or other amounts, whether or not in Section 7.04 for Taxes attributable the context of a winding up of the Company. The Holders shall bear the costs incurred in connection with the payment of any precompte by the Company at a rate not exceeding 1.0 percentage point over 3 months PIBOR (plus any fees paid to the portion bank) from and including the date of any Tax period the payment of the precompte to and excluding the date of repayment of the precompte by the French Treasury; provided, however, that includes the Closing Date pursuant Issuer files the Form through a bank with whom the Holders 25 20 shall have negotiated the terms of refund of the precompte to Sections 7.01(a) and 7.01(b))be paid as soon as practicable. Notwithstanding the foregoing, no indemnity shall be due with respect to the precompte by the Holders in the event that the precompte is not refunded to the Issuer by reason of negligence of the Issuer or the Issuer or an affiliate, tax resident in the United States, holding less than 100% of the capital stock of the Company.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax returns, reports and forms Returns (each a "ReturnsConsolidated Return") that include Seller and (ii) Tax Returns relating to the Company and the Subsidiaries its Subsidiary that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser Buyer shall do the same with respect to any taxable period ending non-Consolidated Return for the Company and its Subsidiary due after the Closing Date). Tax Returns of the Company and the Subsidiaries its Subsidiary not yet filed for any taxable period Taxable Period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries its Subsidiary (except to the extent counsel for the Stockholders Seller or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any non-Consolidated Return required to be filed by the Purchaser Buyer or the Stockholders Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b7.1(b), together with appropriate supporting information and schedules at least 20 Business Days forty-five (45) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) The Stockholders Seller shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period Taxable Period ending on or before the Closing Date and to the Purchaser shall so pay or cause to be paid extent such Taxes exceed the amount, if any, accrued for any taxable period after such Taxes on the December 31, 2001 Unaudited Financial Statement. (c) After the Closing Date (subject to its Buyer's right of indemnification from the Stockholders Seller by the date set forth in Section 7.04 7.5 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a7.1(a) and 7.01(b7.1(b)), Buyer shall pay or cause to be paid any Taxes for any Taxable Period or portion thereof that begins after the Closing Date.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating Returns required to be filed by or with respect to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the USIS for a Pre-Closing Date Tax Period (and Buyer shall (or shall cause the Purchaser shall Company) to do the same with respect to any taxable period ending Tax Return required to be filed by or with respect the Company or USIS for a Post-Closing Tax Period or, if required to be filed after the Closing Date, a Straddle Period), and shall timely pay (or cause to be timely paid) any Taxes due in respect of such Tax Returns. Tax Returns of required to be filed by or with respect to the Company and the Subsidiaries not yet filed or USIS for any taxable period that begins before the Pre-Closing Date Tax Period or Straddle Period shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (USIS, as applicable, except to the extent counsel for the Stockholders or that Buyer, the Company render a legal opinion or USIS determines, with the written advice of independent Tax counsel (to be delivered to Seller as an addressee thereof), that there is no reasonable basis in law therefor not at least a “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code, for a particular position or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any Tax Return required of the Company or USIS which is to be filed prepared (or caused to be prepared) by the Purchaser Buyer pursuant to this Section 9.2, but which (i) could reasonably be expected to result in an indemnity obligation of Seller pursuant to Section 9.1(a) or the Stockholders with respect (ii) relates to a Straddle Period, the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party Seller and its authorized representatives Representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable required to such other party be paid by Seller pursuant to Section 7.01(b9.1(a), together with appropriate supporting information and schedules at least 20 Business Days thirty (30) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives . Seller shall have the right to review such Tax Return, schedule and comment on such Return and statement additional information, if any, prior to the filing of such Tax Return. , and Buyer shall reflect on such Tax Return any reasonable comments submitted by Seller at least fifteen (b15) The Stockholders days prior to the due date of such Tax Return. Neither Buyer nor any of its Affiliates (including, after the Closing Date, the Company and USIS) shall pay file an amended Tax Return, or cause agree to be paid when due and payable all any waiver or extension of the statute of limitations relating to Taxes with respect to the Company and or USIS for a Pre-Closing Tax Period or Straddle Period without the Subsidiaries for any taxable period ending on prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or before the Closing Date and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b)delayed).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority party (or cause to be prepared and filed or so furnished) in a timely manner all Tax returnsReturns, reports and forms ("Returns") relating with respect to the Company and the Subsidiaries that are due on or before or relate to for any taxable period ending on or before the Closing Date (Date, and the Purchaser shall do the same with respect to for any taxable period ending after the Closing Date). Returns of filed by the Company and the Subsidiaries not yet filed Purchaser for any taxable period that begins before includes the Closing Date shall be prepared in a manner consistent with past practices employed by the Seller with respect to the Company and or by the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties)Company. With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and after the Subsidiaries Closing Date and as to which an amount of Tax is allocable to the other party Seller under Section 7.01(b7.01(c), the filing party Purchaser shall provide the other party Seller and its authorized representatives with a copy of such completed Return and a statement certifying (including all necessary supporting schedules and information required to support such statement) that certifies and sets forth the calculation of the amount of Tax tax shown on such Return that is allocable to such other party the Seller pursuant to Section 7.01(b), together with appropriate supporting information and schedules 7.01(c) at least 20 Business Days 30 days prior to the due date (including any extension thereof) for the filing of such Return, and such other party the Seller and its authorized representatives shall have the right to review and comment on approve (which approval shall not be unreasonably withheld) such Return and statement (including any supporting Schedules or other documents relevant thereto) prior to the filing of such Return. The Seller and the 'Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review and approval of such Return and statement by the Seller or its authorized representatives. If the Seller and Purchaser cannot resolve any such issues, such issues shall be resolved by an independent accounting firm selected by the Purchaser's and Seller's accounting firms and such resolution shall be final and binding on the Purchaser and the Seller. (b) The Stockholders Seller and the Purchaser shall each pay or cause to be paid when due and payable all Taxes that have not been paid as of the Closing Date that are allocable to them pursuant to the provisions of Section 7.01. (c) Payment of any amounts due under this Article VII shall be made (i) with respect to the Company and the Subsidiaries for any taxable period ending on or agreed amounts, at least three calendar days before the Closing Date payment of any such Tax is due, provided that no such payment shall be due prior to 15 Business Days following receipt of written notice that payment of such Tax is due, or (ii) within 15 Business Days following either an agreement between the Seller and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders that an amount is payable by the date set forth in Section 7.04 for Taxes attributable Seller or the Purchaser to the portion other or within 15 Business Days of any Tax period that includes a "determination" as defined in section 1313(a) of the Closing Date pursuant to Sections 7.01(a) and 7.01(b))Internal Revenue Code.

Returns and Payments. (a) From After the date of this Agreement through and after the Closing DateClosing, the Stockholders Seller shall prepare and file or otherwise furnish in proper form form, in a manner consistent with past practice of SGF and FSE (subject to any departure required to comply with applicable Law) to the appropriate Governmental Authority Entity at its own cost (or cause to be prepared and filed or so furnished) in a timely manner all income Tax returns, reports and forms ("Returns") Returns relating to the Company SGF and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same FSE with respect to any taxable period ending Pre-Closing Tax Period. Purchaser shall cause to be prepared and filed all (i) Tax Returns, other than income Tax Returns, with respect to any Pre-Closing Period that are due after the Closing Date). , and (ii) Tax Returns of the Company relating to SGF and the Subsidiaries not yet filed FSE for any taxable period that begins before the Straddle Tax Periods and Post-Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties)Tax Periods. With respect to any such income Tax Return required relating to be filed by the Purchaser or the Stockholders with respect to the Company SGF and the Subsidiaries and as to which an amount of FSE that include any Pre-Closing Tax is allocable to the other party under Section 7.01(b)Period, the filing party Seller shall provide the other party Purchaser and its authorized representatives with a copy of such completed Tax Return (or portions thereof relating to SGF and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(bFSE), together with appropriate supporting information and schedules at least 20 Business Days schedules, as soon as reasonably practicable prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, and such other party Purchaser and its authorized representatives shall have the right to review review, comment, and comment consent (which consent may not be unreasonably withheld) on such Tax Return (or portion thereof) and statement prior to the filing of such Tax Return. (b) The Stockholders Seller shall pay all Taxes with respect to SGF and FSE due and payable for any Pre-Closing Tax Period and the portion of any Straddle Tax Period which includes the period that ends on the Closing Date, and Purchaser shall pay or cause to be paid when all Taxes due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Post-Closing Date and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))Period.

Returns and Payments. (a) From Following the date of this Agreement through Closing, Sellers shall cause Integral Analytics to file, on a basis consistent with past practice (except as required by applicable Law), any and after all Tax Returns for Pre-Closing Tax Periods (other than Straddle Periods), (including, without limitation, all Income Tax Returns for the Company’s taxable year that will end on the Closing Date) (collectively, the Stockholders “Seller Prepared Returns”) provided that Sellers will supply a copy of the Seller Prepared Returns to Buyer thirty (30) days prior to the due date for filing for the review and consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Sellers and Buyer agree that all Transaction Tax Deductions shall be included in the Seller Prepared Returns to the extent permitted by Law. Buyer shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and file or cause to be filed or so furnished) in a timely manner all Tax returnsReturns other than the Seller Prepared Returns that are filed after the Closing Date (collectively, reports and forms ("the “Buyer Prepared Returns"”) relating provided that Buyer will supply a copy of any Buyer Prepared Return that includes Pre-Closing Taxes to the Company Sellers’ Representative, along with supporting workpapers, for the review and approval of the Subsidiaries Sellers’ Representative at least ten (10) days prior to the due date for filing of the Buyer Prepared Return. Buyer shall cause the Buyer Prepared Returns to incorporate any changes reasonably requested by Sellers’ Representative that are due on consistent with the past practices and customs of Integral Analytics (unless otherwise required by applicable Tax law). The Sellers’ Representatives and Buyer shall attempt in good faith to resolve any disagreements regarding the Buyer Prepared Returns subject to the dispute resolution procedures of Section 8.1(c). In no event shall the provision of comments by the Sellers’ Representatives prevent Buyer from timely filing any Buyer Prepared Return, subject to amendment to reflect the resolution when rendered by the Accounting Referee. (b) Buyer shall not, and shall not cause or before or relate permit Integral Analytics to, (i) amend any Tax Returns filed with respect to any taxable period tax year ending on or before the Closing Date (and the Purchaser shall do the same or with respect to any taxable period ending Straddle Period or (ii) make any Tax election that has retroactive effect to any such year or to any Straddle Period, in each such case without the prior written consent of the Sellers (not to be unreasonably withheld). (c) Notwithstanding any other provision of this Agreement, any dispute, controversy or claim arising out of or relating to this Article VIII (a “Tax Dispute”) that Buyer and the Sellers’ Representatives through reasonable best efforts are not able to resolve through direct good-faith negotiation, shall be resolved through binding arbitration administered by tax experts of the Accounting Referee. The Accounting Referee shall be instructed to resolve the Tax Dispute and such resolution shall be (A) set forth in writing and signed by the Accounting Referee, (B) delivered to each party involved in the Tax Dispute as soon as practicable after the Closing Date)Tax Dispute is submitted to the Accounting Referee but no later than the fifteenth (15th) day after the Accounting Referee is instructed to resolve the Tax Dispute, (C) made in accordance with this Agreement, and (D ) final, binding and conclusive on the parties involved in the Tax Dispute on the date of delivery of such resolution. Returns The Accounting Referee shall only be authorized on any one issue to decide in favor of and choose the position of either of the Company parties involved in the Tax Dispute or to decide upon a compromise position between the ranges presented by the parties to the Accounting Referee. The Accounting Referee shall base its decision solely upon the presentations of the parties to the Accounting Referee at a hearing held before the Accounting Referee and upon any materials made available by either party and not upon independent review. The fees and expenses of the Accounting Referee shall be borne equally by Sellers’ Representatives, on the one hand, and Buyer, on the other hand. Buyer and the Subsidiaries not yet filed for any taxable period that begins before Sellers’ Representatives shall keep the Closing Date shall be prepared in a manner consistent with past practices employed with respect to decision of the Company and the Subsidiaries (Accounting Referee confidential, except to the extent counsel for the Stockholders required by Law or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject pursuant to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount disclosure of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such ReturnReturns. (b) The Stockholders shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority Entity (or cause to be prepared and filed or so furnished) in a timely manner manner: (i) all consolidated, unitary, combined or similar Tax returnsReturns (the “Consolidated Tax Returns”) that include or would include the Company or Dxxxx for any Pre-Closing Tax Period, reports and forms ("Returns"ii) relating all other Tax Returns not including the Consolidated Tax Returns that relate to the Company and the Subsidiaries Dxxxx that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser Buyer shall do the same with respect to any all Tax Returns that relate to a taxable period ending after the Closing Date. (The party with the obligation to file a Tax Return as determined under the preceding sentence shall hereinafter be referred to as the “Filing Party”). Tax Returns of the Company and the Subsidiaries not yet filed Dxxxx for any taxable period that begins before the Closing Date and that ends after the Closing Date shall be prepared by the Company and Dxxxx in a manner consistent with past practices employed with respect to the Company and the Subsidiaries Dxxxx (except to the extent counsel for the Stockholders or the Company render Filing Party renders a legal opinion that there is no reasonable basis substantial authority in law therefor as that standard is defined pursuant to Treasury Regulation 1.6662-4(d)(3) or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). . (b) With respect to any Tax Return required to be filed by Buyer or Seller (as required by the Purchaser or the Stockholders first sentence of Section 6.02(a)) with respect to the Company and the Subsidiaries or Dxxxx and as to which an amount of Tax is allocable to the other party under Section 7.01(b6.01 (the “Tax Indemnifying Party”), the filing party Filing Party shall provide the other party Tax Indemnifying Party and its authorized representatives with with: (i) a copy of such completed Tax Return or in the case of a Consolidated Tax Return, (A) the pro-forma Consolidated Tax Return, if any, filed by Seller, and (B) a pro forma Tax Return for the Company and Dxxxx (prepared on a separate company basis), and (ii) a statement certifying and setting forth the calculation of the amount of Tax shown on such Tax Return or Consolidated Tax Return (as the case may be) that is allocable to such other party Tax Indemnifying Party pursuant to Section 7.01(b)6.01, together with appropriate supporting information and schedules at least 20 Business Days 45 days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party . Such Tax Indemnifying Party and its authorized representatives shall have the right to review and comment on all such Return applicable Tax Returns and statement related Statements prior to the filing of such Tax Return. The parties agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Tax Returns and the allocation of taxable income and the related liability for Taxes with respect thereto and to mutually agree to the filing of such Tax Return as promptly as possible. In the event the parties cannot reach a mutual agreement with respect to any dispute regarding such Tax Returns, the dispute shall within thirty (30) days prior to the filing of such Tax Return, be referred to the Settlement Auditor to arbitrate the dispute. The parties shall equally share the fees and expenses of the Settlement Auditor and its determination shall be binding on both parties. Notwithstanding anything to the contrary in the Agreement, the Settlement Auditor shall attempt to settle any such disputes no later than five (5) days prior to the date when such Tax Return must be filed; provided, however, that in all events not later than five (5) days before the due date for the payment of Taxes with respect to any Tax Return which is in dispute, the Tax Indemnifying Party shall pay to the Filing Party an amount equal to the portion of the Taxes allocable to such party that is shown on such Tax Return. In the event a determination by the Settlement Auditor occurs after the date on which such Tax Return is filed the appropriate party shall pay the other party any amount which is determined by such Settlement Auditor to be owed the Filing Party shall make any amendments to such Tax Return that are necessary to properly reflect the determination of the Settlement Auditor. (bc) The Stockholders Seller shall pay or cause to be paid when due and payable all Taxes allocated to Seller pursuant to the provisions of Section 6.01 to the extent that such Tax is shown on a Tax Return that Seller is required to file (or caused to be filed) pursuant to the terms of paragraph (a) above and Buyer shall do the same with respect to Tax Returns Buyer is required to file. Except in the case of a dispute with respect to the amount of Taxes allocated to a Tax Indemnifying Party the payment of which is addressed in Section 6.02(b) above, in any case where a Filing Party files (or causes to be filed) a Tax Return on which there is an amount of Tax that is allocable to a Tax Indemnifying Party, the Tax Indemnifying Party shall pay the Filing Party the amount so allocated to it pursuant to Section 6.01 at least three Business Days before the due date of the Tax Return required to be filed by the Filing Party (pursuant to Section 6.02(a)) or within three Business Days following an agreement between Seller and Buyer that an indemnity amount is payable by the other, or within three days of (i) an assessment of a Tax by a Governmental Entity, or (ii) a “determination” as defined in Section 1313(a) of the Code has been made. If liability under this Article VI is in respect of costs or expenses other than Taxes, payment by the Tax Indemnifying Party of any amounts due under this Article VI shall be made within five Business Days after the date when the Tax Indemnifying Party has been notified by the Filing Party that the Tax Indemnifying Party has a liability for a determinable amount under this Article VI and is provided with calculations and all other materials reasonably necessary to support such liability. (d) Except as provided in Section 6.02(e) and notwithstanding any other provision to the contrary in this Agreement, (i) Seller shall not file or cause to be filed any amended Tax Return if such return results in a Tax detriment to Buyer or any Affiliate of Buyer, including without limitation, the Company and Dxxxx, unless Buyer provides Seller with its consent (the Subsidiaries granting of such consent to be at Buyer’s sole discretion) or Seller pays to Buyer prior to the filing of such amended return the full amount of the Tax Detriment Buyer and Buyer’s Affiliates reasonably expect to suffer as determined as of the time such amended return is filed and agrees in writing to indemnify Buyer and Buyer’s Affiliates against any other Tax Detriments suffered by Buyer or any Affiliate of Buyer as a direct result from the filing of such amended return and (ii) neither the Company nor Dxxxx shall file or cause to be filed any amended Tax Return if such return results in a Tax Detriment to Seller for any taxable period ending Pre-Closing Tax Period, unless Seller first provides its consent (the granting of such consent to be at Seller’s sole discretion) or the Company or Dxxxx, as the case may be, pays to Seller prior to the filing of such amended return the full amount of the Tax detriment Seller reasonably expects to suffer as determined as of the time such amended return is filed and agrees in writing to indemnify Seller against any other Tax Detriments suffered by Seller as a direct result from the filing of such amended return. (e) Notwithstanding any provision of this Agreement to the contrary, Buyer, the Company and Dxxxx shall (to the extent allowed by Applicable Law) have the right to carry back any Tax Attributes of the Company or Dxxxx (or any Affiliate thereof) to Tax periods that end on or before the Closing Date and Seller shall take all reasonable steps to allow Buyer, the Purchaser Company and Dxxxx to carry back such Tax Attributes, provided, however, that any such right shall so pay or cause be conditioned on Seller first providing its written consent (the granting of such consent to be paid Taxes at Seller’s sole discretion), provided further, however, that no such consent shall be required if, pursuant to Applicable Law, Buyer, the Company or Dxxxx must first carryback any such Tax Attribute to Pre-Closing Tax Periods before such Tax Attributes can be carried forward into Post-Closing Tax Periods and Buyer agrees to indemnify and compensate Seller for any taxable period after the Closing Date (subject to its right Tax Detriment incurred by Seller as a direct result of indemnification carrying back any such Tax Attributes. Any Tax refunds or any other Tax-related benefits resulting from the Stockholders or generated by the date set forth in Section 7.04 such carry back shall be solely for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))Buyer’s account.

Returns and Payments. (a) From Seller shall prepare or cause to be prepared, and file or cause to be filed, on a timely basis, all consolidated, unitary, combined, or similar Tax Returns that include any Company or any Subsidiary and Seller or any Affiliate of Seller (other than the date of this Agreement through and after Companies or the Subsidiaries) (the “Consolidated Tax Returns”) for any taxable period (or portion thereof, determined in accordance with Section 10.1(b)) ending on or before the Closing Date, and shall, except as set forth below for the Stockholders HLIC Illinois Return, pay all Taxes reflected on such Tax Returns. To the extent that any portion of the Tax due with respect to any HLIC Illinois Return prepared by Seller pursuant to this Section 10.2(a) is reflected in Disclosed Taxes, Buyer shall, or shall cause HLIC DE to, pay the amount of such Tax to Seller promptly upon request by Seller. The Companies and the Subsidiaries shall furnish Tax information to Seller and the appropriate Affiliates of Seller and shall cooperate with Seller and the appropriate Affiliates of Seller as reasonably necessary to prepare and file or otherwise furnish the Consolidated Tax Returns in proper form to accordance with Seller’s, the appropriate Governmental Authority Companies’ and the Subsidiaries’ past custom and practice. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed or so furnished) in on a timely manner basis all Tax returns, reports and forms ("Returns") relating Returns with respect to the Company and Companies and/or the Subsidiaries that are due on or before or relate to for any taxable period (or portion thereof, determined in accordance with Section 10.1(b)) ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending that are due after the Closing Date, other than the Consolidated Tax Returns, and, subject to any potential indemnity for Taxes as provided in Section 10.1(a), pay all Taxes reflected on such Tax Returns. All such Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent accordance with the past practices employed with respect to custom and practice of the Company Companies and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion Buyer determines that there is no reasonable basis in law therefor or determines that substantial authority therefor). (c) Buyer shall provide Seller with a Return cannot be so prepared and filed without being subject to penalties). With respect to any copy of each Tax Return required to be filed prepared (or caused to be prepared) by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party Buyer pursuant to Section 7.01(b), together with appropriate supporting information and schedules 10.2(b) hereof at least 20 thirty (30) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives Seller shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) The Stockholders , and Seller shall pay or cause to be paid when due and payable all Taxes provide Buyer written notice of any objections it has with respect to such Tax Returns (a “Tax Dispute”) within ten (10) Business Days of the Company delivery of such Tax Return. In the event of any such objections, the parties shall in good faith attempt to resolve such dispute for a period of five (5) Business Days following the date on which Buyer was notified of the Tax Dispute; provided, that if such dispute is not settled within such time period, the parties shall promptly submit all such remaining disputed matters to the Independent Accounting Firm for resolution in a timely manner so that such Tax Return may be timely filed. If the Independent Accounting Firm is unable to make a determination with respect to any disputed issue within five (5) Business Days before the due date (including extensions) for the filing of the Tax Return in question, then Buyer may file such Tax Return on the due date (including extensions) therefor without such determination having been made and without the consent of Seller; provided, however, that such Tax Return shall incorporate such changes as have at the time of such filing been agreed to by the parties pursuant to this Section 10.2(c). Notwithstanding the filing of such Tax Return, the Independent Accounting Firm shall make a determination with respect to any disputed issue, and the Subsidiaries for any taxable period ending on amount of Taxes, if any, with respect to which Seller or before the Closing Date and the Purchaser Buyer may be responsible pursuant to this ARTICLE X shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders calculated consistently with such determination. The decision by the date set forth Independent Accounting Firm shall be final and binding on the parties with respect to how any such Tax Return should be filed. Notwithstanding anything in Section 7.04 for Taxes attributable this Agreement to the portion of any Tax period that includes contrary, the Closing Date fees and expenses relating to the Independent Accounting Firm pursuant to Sections 7.01(athis Section 10.2(c) and 7.01(b))shall be borne in inverse proportion to the degree that each party prevails on the Tax Dispute, which proportionate allocation will also be determined by the Independent Accounting Firm.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company Partnership and the Subsidiaries that are due on or before the Closing Date. The Sellers shall pay or relate cause the Partnership to pay Taxes prior to the Closing Date in such amounts and at such times as are consistent with past practices employed with respect to the Partnership and the Subsidiaries. In the event that the Closing Date does not occur prior to the due date (including any extension thereof) for the filing of the Federal, state or local Partnership income tax returns for the Partnership's 1996 taxable year, the Sellers will provide the Purchaser and its authorized representative a copy of such completed returns at least 10 Business Days prior to the earlier of the due date (including any extension thereof) for the filing of such returns or the date of filing. The Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Tax authority (or cause to be prepared and filed or so furnished) in a timely manner all Returns relating to the Partnership and the Subsidiaries that are due after the Closing Date. With respect to Returns filed by the Purchaser for any period ending on or before the Closing Date (and 47 42 Date, the Purchaser shall do pay the same with respect to any taxable period ending after the Closing Date)Taxes shown as due and owing on such Returns. Returns of the Company Partnership and the Subsidiaries prepared by the Sellers and not yet filed for any taxable period that begins ends on or before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company Partnership and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render Sellers renders a legal opinion that there is no reasonable basis in law therefor therefore or determines that a Return cannot be so prepared and filed without being subject to penalties). (b) With respect to Returns filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall pay the Taxes shown as due and owing on such Returns. The Purchaser will notify the Sellers of any position it will take on a Return which would be inconsistent with that taken by the Sellers on prior Returns. If the Purchaser and the Sellers disagree on the position taken and the position would in any way alter the balance of Taxes owing or Tax refunds or credits obtainable with respect to (i) any Tax period of the Partnership or the Subsidiaries ending on or prior to the Closing Date or (ii) in the case of Tax refunds or credits, any period up to and including the Closing Date which is part of a Tax period of the Partnership or the Subsidiaries beginning prior to and ending after the Closing Date, then the parties shall submit the matter to a mutually selected independent nationally recognized accounting firm, other than KPMG Peat Marwick and its affiliates and Arthxx Xxxexxxx xxx its affiliates (the "Independent Firm"), and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Sellers. (c) With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company Partnership and the Subsidiaries and as to which an amount of Tax is allocable to the other party Sellers under Section 7.01(b6.02(b), the filing party Purchaser shall provide the other party Sellers and its their authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party the Sellers pursuant to Section 7.01(b6.02(b), together with appropriate supporting information and schedules at least 20 10 Business Days prior to the due date (including any extension thereof) for the filing of such Return, in the case of Taxes other than payroll and sales and use Taxes, or five (5) days prior to the date on which such other party Return is required to be filed (taking into account any extensions) in the case of payroll and its sales and use Taxes, and the Sellers and their authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. (bd) The Stockholders sum of the Purchase Price and any Partnership Liabilities that are part of the Purchaser's Federal income tax basis for its partnership interest shall pay or cause to be paid when due and payable all Taxes with respect to allocated among the Company and the Subsidiaries for any taxable period ending on or before assets as of the Closing Date in accordance with a schedule to be mutually agreed upon by the Purchaser and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after Sellers within 90 days following the Closing Date (subject the "Purchase Price Allocation Schedule"). If the Purchaser and the Sellers cannot agree on the Purchase Price Allocation Schedule, then the parties shall submit the matter to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b)).the

Returns and Payments. (a) From the date of this Agreement through and after the Closing DateClosing, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date including the short period S corporation return ending at 11:59 pm (Central time) on the day before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing DateEffective Time). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that counsel for the Stockholders Sellers or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any such Tax Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Sellers, the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and and, if applicable, a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b8.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) The Stockholders Sellers shall pay pay, or cause to be paid paid, when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Pre-Closing Date Period, and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Post-Closing Date Period (subject to its right of indemnification from the Stockholders Sellers by the date set forth in Section 7.04 8.05 for Taxes attributable to the portion of any Tax period that includes Straddle Period ending on or before the Closing Date pursuant to Sections 7.01(a8.01(a) and 7.01(b8.01(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending Tax Returns due after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins are due on or before the Closing Date or that relate to periods ending before the Closing Date for Tax Returns that are due after the Closing Date, shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders Sellers or the Purchaser, as the case may be, or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any Tax Return required to be filed by the Purchaser or the Stockholders Sellers with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules schedules, at least 20 twenty (20) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return. (b) The Stockholders Sellers shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date to the extent such Taxes exceed the amount, if any, accrued for such Taxes as current Taxes payable on the Reference Balance Sheet, and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders Sellers by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("ReturnsRETURNS") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date July 31, 1999 (and the Purchaser shall do the same with respect to any taxable period ending after the Closing DateJuly 31, 1999). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins ends before the Closing Date July 31, 1999 shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders Sellers or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders Sellers with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b6.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b6.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return. (b) The Stockholders Sellers shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before June 30, 1999 to the extent such Taxes exceed the amount, if any, accrued for such Taxes as current Taxes payable on the Closing Date Balance Sheet, and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date June 30, 1999 (subject to its right of indemnification from the Stockholders Sellers by the date set forth in Section 7.04 6.05 for Taxes attributable to the portion of any Tax period that includes the Closing Date June 30, 1999 pursuant to Sections 7.01(a6.01(a) and 7.01(b6.01(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing DateClosing, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company and the Subsidiaries Company, as applicable, that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing DateStraddle Period). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that counsel for the Stockholders Sellers or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any such Tax Return required to be filed by the Purchaser or the Stockholders with respect to Sellers, for a taxable period that ends on or before, or includes, the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Closing Date, the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and and, if applicable, a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b6.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such ReturnTax Return (which comments the filing party shall consider in good faith). (b) The Stockholders Sellers shall pay pay, or cause to be paid paid, when due and payable all Taxes with respect to the Company and the Subsidiaries Company, as applicable, for any taxable period ending on or before the Closing Date Date, and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date Straddle Period (subject to its right of indemnification from the Stockholders Sellers by the date set forth in Section 7.04 6.05 for Taxes attributable to the portion of any Tax period Straddle Period that includes ends on the Closing Date pursuant to Sections 7.01(a6.01(a) and 7.01(b6.01(b)). Notwithstanding the foregoing, the Sellers shall only be liable for a particular Tax of the Company for any Pre-Closing Period or portion of a Straddle Period that ends on the Closing Date to the extent that the amount of such Tax exceeds the amount specifically identified and reserved for purposes of, and taken into account in computing, Net Working Capital.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax returns, reports Returns (each a “Consolidated Return”) that include Seller and forms ("Returns"ii) Tax Returns relating to the Company and the Subsidiaries that are due on or before or relate attributable to any taxable period periods ending on or before the Closing Date (and the Purchaser Buyer shall do the same with respect to any taxable period non-Consolidated Return for the Company attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders Seller or the Company render renders a legal opinion that there it is no reasonable basis in law therefor less likely than not that such practices would be sustained by the courts if challenged or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any non-Consolidated Return required to be filed by the Purchaser Buyer or the Stockholders Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b7.1(b), together with appropriate supporting information and schedules at least 20 Business Days forty-five (45) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) The Stockholders After the Closing Date, Seller shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before that are unpaid as of the Closing Date and the Purchaser shall so pay or cause are allocable to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date Seller pursuant to Sections 7.01(a7.1(a) and 7.01(b))7.1(b) or Section 7.9, either directly to the appropriate Taxing Authority or, as appropriate, to Buyer or the Company. (c) Buyer shall or shall cause the Company to pay all Taxes that are allocable to Buyer pursuant to Section 7.1(d) or Section 7.9 either directly to the appropriate Taxing Authority or to Seller.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnishedfiled) in a timely manner all Tax returns, reports and forms ("Returns") relating Returns with respect to the Company and its Subsidiaries due after the Closing Date (including any valid extensions of time). Tax Returns of the Company and its Subsidiaries due after the Closing Date that are due on or before or relate to any taxable period ending on or beginning before the Closing Date (and such Tax Returns, the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date “Straddle Returns”) shall be prepared in a manner reasonably consistent with past practices employed with respect to the Company and its Subsidiaries, except where a contrary manner is required by Law. Purchaser shall provide the Subsidiaries Securityholders’ Representative with a copy of each completed Straddle Return (except to or, in the extent counsel case of Tax Returns filed for an affiliated group, the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a portion of such consolidated Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect solely relating to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(bSubsidiaries), together with appropriate supporting information and schedules at least 20 Business Days fifteen days prior to the due date (including any extension extensions thereof) for the filing of such Straddle Return, and such other party and its authorized representatives the Securityholders’ Representative shall have the right to review and comment on such Straddle Return and statement prior to the filing of such ReturnStraddle Return and Purchaser shall accept all reasonable comments provided by the Securityholders’ Representative; provided, however, that for any Straddle Return required to be filed within 90 days of the Closing Date (taking into account any available extensions), Purchaser shall instead use commercially reasonable efforts to afford the Securityholders’ Representative a reasonable opportunity (but in no event less than ten Business Days) to review and approve such Straddle Return prior to filing. The failure of the Securityholders’ Representative to propose any changes to any such Straddle Return within fifteen days following the receipt thereof shall be deemed to constitute its approval thereof. Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Purchaser to receive indemnification pursuant to any provision in this Agreement. (b) The Stockholders Purchaser and the Securityholders’ Representative agree that the Transaction Tax Benefit items, to the extent permitted by Law, shall pay or cause to be paid when due included as deductions of the Company and payable its Subsidiaries in all Taxes Tax Returns for the Stub Period with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b)).income

Returns and Payments. (a) From After the date of this Agreement through and after the Closing DateClosing, the Stockholders Sellers, at their sole expense, shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Income Tax returns, reports and forms ("Returns") Returns relating to the Company Acquired Companies and the Subsidiaries that are due on or before or relate to for any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Except as otherwise required by applicable Law, or to the extent the Acquired Companies determine that a Tax Return cannot be so prepared and filed without being subject to penalties, such Income Tax Returns of the Company Acquired Companies and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company Sellers, the Acquired Companies and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties)Subsidiaries. With respect to such Income Tax Return that is a Stand-Alone Return and the portion of any such Income Tax Return required to be filed by the Purchaser or the Stockholders with respect that is not a Stand-Alone Return that pertains to the Company Acquired Companies and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Subsidiaries, the filing party Sellers shall provide the other party Purchaser and its authorized representatives with a copy of such completed Tax Return and (or portion thereof, in the case of a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(bnot a Stand-Alone Return), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party Purchaser and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Sellers shall take into account the comments of the Purchaser in good faith. (b) The Stockholders Except as otherwise provided in Section 7.02(a), Purchaser, at its sole expense, shall pay prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be paid when due prepared and payable filed or so furnished) in a timely manner all Taxes with respect other Tax Returns relating to the Company Acquired Companies and the Subsidiaries for any taxable period ending on Pre-Closing Period or before any Straddle Period that are required to be filed after the Closing Date Date. Except as otherwise required by applicable Law or to the extent the Acquired Companies determine that a Tax Return cannot be so prepared and filed without being subject to penalties, such Tax Returns of the Acquired Companies and the Subsidiaries shall be prepared in a manner consistent with past practices employed with respect to the Acquired Companies and the Subsidiaries. Purchaser shall so pay provide Sellers and their authorized representatives with a copy of such completed Tax Returns that are Income Tax Returns and, if applicable, a statement certifying the amount of Tax shown on such Income Tax Return that is allocable to Sellers pursuant to Section 7.01, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Income Tax Return, and Sellers and their authorized representatives shall have the right to review and comment on such Income Tax Return and statement prior to the filing of such Income Tax Return. The Purchaser shall take into account the comments of the Sellers in good faith. With respect to any Non-Income Tax Returns prepared by Purchaser, Purchaser shall provide Sellers and their authorized representatives with a copy of such Non-Income Tax Returns if such Non-Income Tax Returns show a Tax due and owing allocable to Seller under Section 7.01 (along with a statement certifying the amount of Tax shown on such Non-Income Tax Return that is allocable to Sellers pursuant to Section 7.01), together with appropriate supporting information and schedules at least 20 Business Days, if practical, prior to the due date (including any extension thereof) for the filing of such Tax Return, and, in no event, later than 10 days after such Tax Return has been filed. (c) The Sellers shall pay, or cause to be paid paid, all unpaid Taxes for shown due and payable on any taxable period after Tax Returns prepared and filed by Sellers pursuant to Section 7.02(a) with respect to the Closing Date Acquired Companies and the Subsidiaries, except to the extent that such unpaid Taxes were included in the determination of Net Working Capital. Purchaser shall pay, or cause to be paid, all unpaid Taxes shown due and payable on Tax Returns prepared and filed by Purchaser pursuant to Section 7.02(b) with respect to the Acquired Companies and the Subsidiaries (subject to its right of indemnification from the Stockholders Sellers under Section 7.01 by the date set forth in Section 7.04 7.05 for Taxes for a Pre-Closing Period or attributable to the pre-Closing portion of any Tax period that includes the Closing Date Straddle Period pursuant to Sections 7.01(a) and 7.01(b), provided that the limitations of Section 7.01(c) shall not apply).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority Taxing authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") returns relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date and cause to be paid all Taxes shown as due thereon (and the Purchaser Buyer shall do the same same, including making or causing to be made payments shown as due, with respect to any taxable period ending Tax return for the Company or the Subsidiaries due after the Closing Date). Returns Tax returns of the Company and the Subsidiaries not yet filed for any taxable Taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders Sellers or counsel for the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return Tax return cannot be so prepared and filed without being subject to penalties). With respect to any Return Tax return required to be filed by the Purchaser Buyer or the Stockholders Sellers with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b9.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return Tax return and a statement certifying the amount of Tax shown on such Return Tax return that is allocable to such other party pursuant to Section 7.01(b9.1(b) (the "Tax Allocation Statement"), together with appropriate supporting information and schedules at least 20 Business Days 45 days (or such other time period as is agreed by the parties, such agreement not to be unreasonably withheld) prior to the due date (including any extension thereof) for the filing of such ReturnTax return, and such other party and its authorized representatives shall have the right to review and comment on such Return Tax return and statement Tax Allocation Statement prior to the filing of such Return. Tax return. If after such review, the reviewing party disagrees with any item on such Tax return or Tax Allocation Statement and the parties cannot agree as to the appropriate treatment or calculation thereof, the issue in dispute shall be reviewed by an independent internationally recognized accounting firm (bthe "Tax Referee") The Stockholders agreed to by the parties. If the parties are unable to agree upon an independent internationally recognized accounting firm, Buyer and Sellers shall pay or cause each have the right to be paid when due and payable all Taxes request that the American Arbitration Association appoint such a firm (provided that such firm has not performed any services for any party with respect to the Company transaction contemplated by this Agreement and is not the customary Tax advisor to any party). Each party agrees to execute, if requested by the Tax Referee, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Tax Referee shall be borne pro rata by Sellers and Buyer in proportion to the allocation of the dollar amount of the items as to which there is a disagreement between Sellers and Buyer made by the Tax Referee such that the prevailing party pays a lesser proportion of the fees and expenses. The Tax Referee shall determine in accordance with the terms of this paragraph the appropriate treatment or calculation of any items as to which there is a disagreement. The findings of the Tax Referee shall be binding on all parties, and the Subsidiaries Tax return shall be completed and filed in a manner consistent with such findings. For purposes of this Section 9.2, all Taxes for any taxable period ending on Taxable periods or before portions thereof beginning after August 31, 2000 up and including the Closing Date and shall be treated as being allocable to Buyer but shall be paid by the Purchaser shall so pay Company or cause its Subsidiaries. Any amounts allocated to the non-filing party on the Tax Allocation Statement that are required to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable non-filing party shall be paid to the portion filing party in accordance with the provisions of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))Section 9.6 hereof.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("“Returns"”) relating to the Company Seller and the Subsidiaries Business that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same for Returns relating to the Business with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries Business not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render Purchaser reasonably acceptable to such Seller renders a legal opinion that there is no reasonable basis in law Law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders Seller with respect to the Company and the Subsidiaries Business and as to which an amount of Tax is allocable to the other party under Section 7.01(b7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b7.1(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return. If the parties disagree regarding the contents of such Return, the Return shall not be filed until the matter is resolved (or, if earlier, the last date for filing without penalty, taking into account extensions of time to file), and the matter shall be submitted promptly to a firm of certified public accountants, mutually acceptable to the parties, for final resolution. If such Return is filed prior to the submission to such accounting firm, such Return shall be amended to comply with the determination of such accounting firm. The fees for such accounting firm shall be borne equally by Seller, on one hand, and Purchaser, on the other hand. Neither party shall have a right to amend any Return that was the subject of review by the other party without that other party’s consent, not to be unreasonably withheld. (b) The Stockholders Seller shall pay or cause to be paid when due and payable all Taxes required to be paid with respect to the Company Seller and the Subsidiaries Business for any taxable period ending on or before the Closing Date to the extent Seller is responsible for such Taxes pursuant to Section 7.1(a) and the 7.1(b), and Purchaser shall so pay or cause to be paid Taxes for the Business for any taxable period ending after the Closing Date (subject to its right of indemnification from the Stockholders Seller by the date set forth in Section 7.04 7.5 for Taxes attributable to the pre-Closing Date portion of any Tax taxable period that includes the Closing Date pursuant to Sections 7.01(a7.1(a) and 7.01(b7.1(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority party (or cause to be prepared and filed or so furnished) in a timely manner and at Seller’s expense, all Tax returns, reports and forms ("“Returns"”) relating to Seller or the Company and the Subsidiaries that are due on or before or relate to for any taxable period ending on or before the Closing Date (and the Purchaser Seller or Buyer shall do the same with respect to for any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders Seller or the Company render a legal opinion determines, and given prior notice to Buyer, that there is no reasonable basis in law therefor or determines determines, and given prior notice to Buyer, that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser Buyer or the Stockholders Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)9.2 of this Agreement, the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b)9.2, together with appropriate supporting information and schedules at least 20 Business Days twenty (20) business days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. (b) The Stockholders . Seller shall timely pay or cause to be paid when due and payable reimburse the Company for all Taxes with respect to the Company and the Subsidiaries for any taxable period or any portion of any taxable period ending on or before the Closing Date Date, and the Purchaser Buyer shall so pay or cause to be paid Taxes for any taxable period or any portion thereof commencing after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))Date.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to members of the Company and the Subsidiaries Target Group that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to all other Tax Returns). In doing so, to the extent that any taxable period ending after jurisdiction allows an election to file Tax Returns by closing the books as of the Closing Date), the parties shall agree to make, and to take all required action to cause, such election. Tax Returns of members of the Company and the Subsidiaries Target Group not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and relevant member of the Subsidiaries Target Group (except to the extent that counsel for the Stockholders or the Company render Seller renders a written legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any such Tax Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Seller, the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and and, if applicable, a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 twenty (20) Business Days prior to the due date (including any extension hereof) for the filing of such Tax Return for such party’s review and consent, which review and consent shall be timely and shall not be unreasonably withheld, delayed, or conditioned. (b) The Seller, shall (i) timely file, or cause to be timely filed, all information and Tax Returns that are due under PRC Law (including, without limitation, pursuant to Circular 698) in connection with the transactions contemplated under this Agreement, (ii) timely pay, or cause to be timely paid, all Taxes due and payable with respect to such information and Tax Returns, and (iii) provide the Purchaser with a copy of such completed information and Tax Returns for their review and consent at least twenty (20) Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have Tax Returns for the right to Purchaser’s review and comment on such Return consent, which review and statement prior the filing of such Returnconsent shall be timely and shall not be unreasonably withheld, delayed, or conditioned. (bc) The Stockholders Subject to (d) below, the Seller shall pay pay, or cause to be paid paid, when due and payable all Taxes with respect to the Company and members of the Subsidiaries Target Group for any taxable period ending on or before Pre-Closing Period other than Taxes that are included as part of the Closing Date Liabilities reflected on the Closing Statement, and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Post-Closing Date Period (subject to its right of indemnification from the Stockholders Seller by the date set forth in Section 7.04 7.05 for Taxes attributable to the portion of any Tax period that includes the Closing Date Straddle Period pursuant to Sections Section 7.01(a) and Section 7.01(b)).

Returns and Payments. (a) From Except as provided for in Section 10.7 of this Agreement, from the date of this Agreement through and after the First Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner manner: (i) all consolidated, unitary, combined or similar Tax returns, reports and forms Returns (the "Consolidated Tax Returns") relating that include or would include the Company or the Company's Subsidiaries, and (ii) all other Tax Returns not including the Consolidated Tax Returns that relate to the Company and the Company's Subsidiaries that are due on or before or relate to any taxable period ending on or before the First Closing Date (Date; and the Purchaser Buyer shall do the same with respect to any all Tax Returns that include or relate to a taxable period ending after the First Closing Date). (The party with the obligation to file a Tax Return as determined under the preceding sentence shall hereinafter be referred to as the "Filing Party".) Tax Returns of the Company and the Company's Subsidiaries not yet filed for any taxable period that begins before the First Closing Date and that ends after the First Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Company's Subsidiaries (except to the extent counsel for the Stockholders or the Company render Filing Party renders a legal opinion that there is no reasonable basis substantial authority in law therefor as that standard is defined pursuant to Treasury Regulation 1. 6662-4(d)(3) or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any Tax Return required to be filed by Buyer or Seller (as required by the Purchaser or the Stockholders first sentence of this Section 10.2(a)) with respect to the Company and the Company's Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b10.1 (the "Tax Indemnifying Party"), the filing party Filing Party shall provide the other party Tax Indemnifying Party and its authorized representatives with with: (1) a copy of such completed Tax Return or in the case of a Consolidated Tax Return, (i) the pro-forma Consolidated Tax Return, if any, filed by the Insurance Subsidiaries that does not include the Company, and (ii) a pro forma Tax Return for the Company and the Company's Subsidiaries (prepared on a separate company basis), and (2) a statement certifying and setting forth the calculation of the amount of Tax shown on such Tax Return or Consolidated Tax Return (as the case may be) that is allocable to such other party Tax Indemnifying Party pursuant to Section 7.01(b)10.1, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party . Such Tax Indemnifying Party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) The Stockholders Seller shall pay or cause to be paid when due and payable all Taxes allocated to Seller pursuant to the provisions of Section 10.1 to the extent that such Tax is shown on a Tax Return that Seller is required to file (or caused to be filed) pursuant to the terms of paragraph (a) above and Buyer shall do the same with respect to Tax Returns Buyer is required to file. (c) In any case where a Filing Party files (or causes to be filed) a Tax Return on which there is an amount of Tax that is allocable to a Tax Indemnifying Party, the Company and Tax Indemnifying Party shall pay the Subsidiaries for any taxable period ending on or Filing Party the amount so allocated to it pursuant to Section 10.1 at least three Business Days before the Closing Date and due date of the Purchaser shall so pay or cause Tax Return required to be paid Taxes for filed by the Filing Party (pursuant to Section 10.2(a)) or within three Business Days following an agreement between Seller and Buyer that an indemnity amount is payable by the other, or within 3 days of (i) an assessment of a Tax by a Tax Authority, or (ii) a "determination" as defined in Section 1313(a) of the Code has been made. If liability under this Article X is in respect of costs or expenses other than Taxes, payment by the Tax Indemnifying Party of any taxable period amounts due under this Article X shall be made within five Business Days after the Closing Date (subject to its right of indemnification from date when the Stockholders Tax Indemnifying Party has been notified by the date set forth in Section 7.04 Filing Party that the Tax Indemnifying Party has a liability for Taxes attributable a determinable amount under this Article X and is provided with calculations and all other materials reasonably necessary to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))support such liability.

Returns and Payments. (a) From the date of this Agreement through and after the Closing DateClosing, the Stockholders shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser Parent shall do the same with respect to any taxable period ending after the Closing DateClosing). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders Parent with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party Stockholders under Section 7.01(b)8.01, the filing party Parent shall provide the other party Stockholders and its their authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party the Stockholders pursuant to Section 7.01(b)8.01, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and the Stockholders and their authorized representatives shall have the right to review and comment on such other party Return and statement prior to the filing of such Return. With respect to any Return required to be filed by any Stockholder with respect to the Company, the Stockholders shall provide Parent and its authorized representatives with a copy of such completed Return, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return and Parent and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. (b) The Stockholders shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date to the extent such Taxes exceed the amount, if any, accrued for such Taxes as current Taxes payable on the Closing, and the Purchaser Parent shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 8.05 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b)Section 8.01).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company Partnership and the Subsidiaries that are due on or before the Closing Date. The Sellers shall pay or relate cause the Partnership to pay Taxes prior to the Closing Date in such amounts and at such times as are consistent with past practices employed with respect to the Partnership and the Subsidiaries. In the event that the Closing Date does not occur prior to the due date (including any extension thereof) for the filing of the Federal, state or local Partnership income tax returns for the Partnership's 1996 taxable year, the Sellers will provide the Purchaser and its authorized representative a copy of such completed returns at least 10 Business Days prior to the earlier of the due date (including any extension thereof) for the filing of such returns or the date of filing. The Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Tax authority (or cause to be prepared and filed or so furnished) in a timely manner all Returns relating to the Partnership and the Subsidiaries that are due after the Closing Date. With respect to Returns filed by the Purchaser for any period ending on or before the Closing Date (and Date, the Purchaser shall do pay the same with respect to any taxable period ending after the Closing Date)Taxes shown as due and owing on such Returns. Returns of the Company Partnership and the Subsidiaries prepared by the Sellers and not yet filed for any taxable period that begins ends on or before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company Partnership and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render Sellers renders a legal opinion that there is no reasonable basis in law therefor therefore or determines that a Return cannot be so prepared and filed without being subject to penalties). (b) With respect to Returns filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall pay the Taxes shown as due and owing on such Returns. The Purchaser will notify the Sellers of any position it will take on a Return which would be inconsistent with that taken by the Sellers on prior Returns. If the Purchaser and the Sellers disagree on the position taken and the position would in any way alter the balance of Taxes owing or Tax refunds or credits obtainable with respect to (i) any Tax period of the Partnership or the Subsidiaries ending on or prior to the Closing Date or (ii) in the case of Tax refunds or credits, any period up to and including the Closing Date which is part of a Tax period of the Partnership or the Subsidiaries beginning prior to and ending after the Closing Date, then the parties shall submit the matter to a mutually selected independent nationally recognized accounting firm, other than KPMG Peat Marwick and its affiliates and Arthxx Xxxexxxx xxx its affiliates (the "Independent Firm"), and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Sellers. (c) With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company Partnership and the Subsidiaries and as to which an amount of Tax is allocable to the other party Sellers under Section 7.01(b6.02(b), the filing party Purchaser shall provide the other party Sellers and its their authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party the Sellers pursuant to Section 7.01(b6.02(b), together with appropriate supporting information and schedules at least 20 10 Business Days prior to the due date (including any extension thereof) for the filing of such Return, in the case of Taxes other than payroll and sales and use Taxes, or five (5) days prior to the date on which such other party Return is required to be filed (taking into account any extensions) in the case of payroll and its sales and use Taxes, and the Sellers and their authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. (bd) The Stockholders sum of the Purchase Price and any Partnership Liabilities that are part of the Purchaser's Federal income tax basis for its partnership interest shall pay or cause to be paid when due and payable all Taxes with respect to allocated among the Company and the Subsidiaries for any taxable period ending on or before assets as of the Closing Date in accordance with a schedule to be mutually agreed upon by the Purchaser and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after Sellers within 90 days following the Closing Date (subject to its right of indemnification from the Stockholders by "Purchase Price Allocation Schedule"). If the date set forth in Section 7.04 for Taxes attributable Purchaser and the Sellers cannot agree on the Purchase Price Allocation Schedule, then the parties shall submit the matter to the portion Independent Firm, and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Sellers. Any subsequent adjustments to the sum of the Purchase Price and such Partnership Liabilities shall be reflected in the allocation in a manner consistent with Treas. Reg. 1.1060-1T(f). For all Tax purposes (including, without limitation, the Purchaser's statement filed pursuant to Treas. Reg. 1.743-1(b)(3)), the Purchaser and the Seller agree to report the transactions contemplated in this Agreement in a manner consistent with the Purchase Price Allocation Schedule and agree that none of them will take any position inconsistent therewith in any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b))return, in any refund claim, in any litigation, or otherwise.

Returns and Payments. (a) From the date of this Agreement Effective Date through and after the Closing Date, the Stockholders Shareholders shall prepare and file file, subject to the Purchaser’s prior review and approval, which approval will not be unreasonably withheld or delayed, or otherwise furnish in proper form to the appropriate Governmental Authority governmental authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company and the Subsidiaries April that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Tax Returns of the Company and the Subsidiaries April not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries April (except to the extent counsel for SHOC, the Stockholders Principals, or the Company render April renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any Tax Return required to be filed by the Purchaser or the Stockholders Shareholder with respect to the Company April and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b4.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b4.1(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and during such 20 Business Day period such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior the filing of such Returnstatement. (b) The Stockholders Principals shall pay pay, or cause the Shareholders to be paid pay, when due and payable all Taxes with respect to the Company and the Subsidiaries April for any taxable period ending on or before the Closing Date to the extent such Taxes exceed the amount, if any, accrued for such Taxes as current Taxes payable on the Closing Balance Sheets, and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders SHOC and Principals by the date set forth in Section 7.04 4.5 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(bSection 4.1(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Covance shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner (taking into account all Tax returns, reports and forms ("Returns"applicable extensions) all Returns relating to the Company and the Subsidiaries that are due on or before or relate to for any taxable period ending on or before the Pre-Closing Date (and the Tax Period. The Purchaser shall do the same for Returns relating to the Company with respect to any taxable period ending after the Post-Closing Date)Tax Period and for any Straddle Periods. Returns of or including the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed practice (including with respect to elections) with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that Law for a Return cannot be so prepared and filed without being subject to penaltiesposition taken in such Return). With respect to any Return required to be filed by the Purchaser or the Stockholders Covance with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other non-filing party under Section 7.01(b8.01(d), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b8.01(d), together with appropriate supporting information and schedules at least 20 Business Days thirty (30) days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. . Covance and the Purchaser agree to consult and resolve in good faith any dispute arising out of any such Return. In the event the parties are unable to resolve any dispute within twenty (b20) days following the delivery of such Return to the other party, the parties shall resolve their dispute by jointly requesting that an Independent Accounting Firm that is not the past or then current principal auditors of the Purchaser or Covance or any of their respective Affiliates resolve any issue before the due date of such Return, in order that such Return may be timely filed. The Stockholders scope of the Independent Accounting Firm's review shall be limited to the disputed items. Covance shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date one-half, and the Purchaser shall so pay one-half, of the Independent Accounting Firm's fees and expenses for this purpose. As to any other Return for or cause including the Company to be paid Taxes for any taxable period after the Closing Date filed by Covance, Covance shall deliver to Purchaser such Return (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable or portions thereof which relate to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(aCompany) and 7.01(b))supporting information for the Purchaser's review and consent, which consent shall not to be withheld unless there is no reasonable basis for taking one or more positions in such Return, at least twenty (20) days prior to the due date (including any applicable extensions thereof) for the filing of such Return, provided, however, that in no event shall the Purchaser have any rights to inspect or review the books, records, Returns or any other proprietary documents (including work papers) of Covance that do not involve the Company.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Shareholders shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner (with extensions) all Tax returnsReturns required to be filed by the Company, reports and forms ("Returns") relating to the Company Subsidiary and the Subsidiaries LLC Subsidiary that are due on or before the 10th day after the Effective Time (or relate to any taxable period ending on or before if later, the Closing Date Date) (and the Purchaser Parent shall do the same with respect to any taxable period ending Tax Return required to be filed after the 10th day after the Effective Time (or if later, the Closing Date)). None of the Parent, the Parent Sub, the Company, the Subsidiary or the LLC Subsidiary or their employees or agents shall have any liability to the Shareholders with respect to the preparation and filing of Returns for periods ending on or prior to the Effective Time (or if later, the Closing Date) (other than by reason of gross negligence); the Shareholders shall indemnify each such Person against any liability or cost by reason of a claim by a Tax authority under Section 6694 of the Code, or any corresponding provision of any other law, to the extent relating to such preparation; and the Shareholders shall reimburse the Company, the Parent Sub and the Subsidiary against third-party professional fees, if any, incurred in connection with such preparation. Returns of the Company Company, the Subsidiary and the Subsidiaries LLC Subsidiary not yet filed for any taxable period that begins before the Effective Time (or if later, the Closing Date Date) shall be prepared in a manner consistent with past practices employed with respect to the Company Company, the Subsidiary and the Subsidiaries LLC Subsidiary (except to the extent present counsel for the Stockholders Shareholders or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser Parent or the Stockholders Shareholders with respect to the Company Company, the Subsidiary and the Subsidiaries LLC Subsidiary and as to which an amount of Tax is allocable to the other party under Section 7.01(b7.05(b) or as to which the other party is responsible for an amount of tax under Section 7.05(a), the filing party shall provide the other party and its such party's authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b7.05(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its such other party's authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. (b) The Stockholders . Such other party shall pay have the right to dispute the amount of Taxes allocated to such party by the filing party, and any dispute that cannot be resolved between the parties shall be resolved by an independent certified public accountant reasonably acceptable to all parties or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date and the Purchaser shall so pay or cause to be paid Taxes for any taxable period by binding arbitration as described in Section 7.03(c). Any objections not raised at least 10 Business Days after the Closing Date (subject to its right of indemnification from date the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) filing party provides a draft completed Return and 7.01(b))accompanying statement shall be deemed waived.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders ISI shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company ISC and the Subsidiaries that are due on or before or relate to any taxable period ending on at or before the Closing Date (and the Purchaser ISC shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company ISC and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company ISC and the Subsidiaries (except to in the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis case of an intervening change in law therefor or determines that a Return cannot be so prepared and filed without being subject to penaltieslaw). With respect to any Return required to be filed by the Purchaser ISI or the Stockholders ISC with respect to the Company ISC and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying indicating the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. In the event that ISI pays any Taxes for which a reserve or allowance was made on the Closing Balance Sheet, ISC within 10 days of a receipt of proof of such payment shall reimburse ISI for such payment. (b) The Stockholders ISI shall pay or cause to be paid when due and payable all Taxes with respect to the Company ISC and the Subsidiaries for any taxable period ending on at or before the Closing Date Date, and the Purchaser ISC shall so pay or cause to be paid Taxes for any taxable period ending after the Closing Date (subject to its right of indemnification from the Stockholders ISI by the date set forth in Section 7.04 7.05 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating Returns with respect to the Company and the Subsidiaries that are due on or before or relate to any taxable period for Taxable Periods ending on or before the Closing Date (and the Date. Purchaser shall do the same prepare and file (or cause to be prepared and filed) all Tax Returns with respect to the Company for any taxable period Taxable Period ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date with respect to Straddle Period Taxes shall be prepared in a manner reasonably consistent with past practices employed with respect to the Company and the Subsidiaries (Company, except to the extent counsel for the Stockholders or the Company render where a legal opinion that there contrary manner is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties)required by law. With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party Seller and its authorized representatives with a copy of such completed Tax Return and a statement certifying presenting the amount of Tax shown on such Tax Return that is allocable to such other party Seller pursuant to Section 7.01(b6.1(b), together with appropriate supporting information and schedules at least 20 Business Days thirty (30) days prior to the due date (including any extension extensions thereof) for the filing of such Tax Return, and such other party Seller and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) The Stockholders Seller shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period Taxable Period (or portion thereof) ending on or before the Closing Date and to the Purchaser shall so pay or cause to be paid extent such Taxes exceed the amount, if any, accrued for any taxable period after such Taxes on the Closing Date Balance Sheet. (subject c) Seller shall be entitled to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion any refund or credit of any Tax period that includes arising in Taxable Periods ending (or deemed to end pursuant to Section 6.1(b) hereof) on or before the Closing Date pursuant to Sections 7.01(a) and 7.01(b))Date, other than any refund or credit reflected in the Closing Balance Sheet.

Returns and Payments. (a) To the extent that any jurisdiction allows an election to file Tax Returns by closing the books as of the end of the Closing Date, the Purchaser and the Sellers agree to make, and shall take all required action to cause, such election. From the date of this Agreement through and after the Closing DateClosing, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company and the Subsidiaries Companies that are due on or before or after the Closing Date relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date)date of Closing. Tax Returns of the Company and the Subsidiaries Companies not yet filed for any taxable period that begins ends on or before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries Companies (except to the extent that counsel for the Stockholders or the Company render Sellers renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any such Tax Return required to be filed prepared by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Sellers, the filing party Sellers shall provide the other party Purchaser and its authorized representatives with a copy draft of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b)Return, together with appropriate supporting information and schedules at least 20 10 Business Days prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, and such other party the Purchaser and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Purchaser shall prepare any Tax Return of any of the Companies that relates to any Straddle Period. With respect to any such Tax Return for a Straddle Period, the Purchaser shall provide the Sellers and their authorized representatives with a draft of such completed Tax Return and, if applicable, a statement certifying the amount of Tax shown on such Tax Return that is allocable to the Sellers pursuant to Section 6.01(b), together with appropriate supporting information and schedules at least 10 Business Days prior to the due date (including any extension hereof) for the filing of such Tax Return, and the Sellers and their authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (b) The Stockholders Sellers shall pay pay, or cause to be paid paid, when due and payable all Taxes with respect to the Company and the Subsidiaries Companies for any taxable period ending on or before the Pre-Closing Date Period, and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Post-Closing Date Period (subject to its right of indemnification from the Stockholders Sellers by the date set forth in Section 7.04 6.05 for Taxes attributable to the portion of any Tax period that includes the Closing Date Straddle Period pursuant to Sections 7.01(a6.01(a) and 7.01(b6.01(b)).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority party (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating Returns with respect to the Company and the Subsidiaries that are due on or before or relate to Dialysis Companies for any taxable period ending on or before the Closing Date (and the Purchaser pay all Taxes as shown as due thereon, and RCG shall do the same with respect to for any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Tax Return required to be filed by the Purchaser or the Stockholders with respect to the Company and Dialysis Companies after the Subsidiaries Closing Date and as to which an amount of Tax is allocable to the other party Sellers under Section 7.01(b3.2(b), the filing party RCG shall provide the other party Sellers and its authorized representatives with a copy of such completed Tax Return and a statement certifying (including all necessary supporting schedules and information required to support such statement) that certifies and sets forth the calculation of the amount of Tax shown on such Tax Return that is allocable to such other party the Sellers pursuant to Section 7.01(b), together with appropriate supporting information and schedules 3.2(b) at least 20 Business Days 30 days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party the Sellers and its authorized representatives shall have the right to review and comment on such Tax Return and statement (including any supporting Schedules or other documents relevant thereto) prior to the filing of such Tax Return. The Sellers and RCG agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Sellers or its authorized representatives. (b) The Stockholders Sellers and RCG shall each pay or cause to be paid when due and payable all Taxes that have not been paid as of the Closing Date that are allocable to them pursuant to the provisions of Section 3.2. (c) Payment of any amounts due under this Article 3 shall be made (i) with respect to the Company and the Subsidiaries for any taxable period ending on or agreed amounts, at least three calendar days before the Closing Date payment of any such Tax is due, provided that no such payment shall be due prior to 10 business days following receipt of written notice that payment of such Tax is due, or (ii) within 10 business days following either an agreement between the Sellers and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders RCG that an amount is payable by the date set forth in Section 7.04 for Taxes attributable Sellers or RCG to the portion other or within 10 business days of any Tax period that includes a "determination" as defined in section 1313(a) of the Closing Date pursuant to Sections 7.01(a) and 7.01(b))Code.