Common use of Straddle Period Tax Returns Clause in Contracts

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser shall prepare and timely file or cause to be prepared and timely filed, all Tax Returns required to be filed by or that include the Transferred Entities. In the case of any such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), the Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the Transferred Entities, except as otherwise required by applicable Law. The Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Period Separate Tax Returns at least thirty (30) days prior to the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date); provided, that the Purchaser shall not file such Straddle Period Tax Separate Return without the prior written consent of the Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i)Parent shall prepare, the Purchaser shall prepare and timely file or cause to be prepared and timely filedprepared, all any Tax Returns Return (a “Straddle Period Tax Return”) required to be filed by the Company, the Surviving Corporation or that include the Transferred Entitiesany Company Subsidiary for any Straddle Period. In the case of any Except as required by applicable Law, such Straddle Period Tax Returns shall be prepared by treating items on such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), the Purchaser shall prepare or cause to be prepared such Tax Return Returns in a manner consistent with the past practices of the Transferred EntitiesCompany or the Company Subsidiaries with respect to such items, except as otherwise but only to the extent such items would impact any payment required to be made by applicable Lawthe Stockholders’ Representatives under this Section 9.1(c). The Purchaser Parent shall deliver to Seller for its reviewthe Stockholders’ Representatives, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Period Separate Tax Returns at least thirty (30) days prior to the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (1520) days before the due date thereof (taking into account any extensions) for filing each Straddle Period Tax Return (or as soon as reasonably practicable or, in the case of any Straddle Period Separate Tax Returns due within thirty which are Non-Income Tax Returns, ten (3010) days before such due date), a draft of the Principal Closing Date); provided, that the Purchaser shall not file such Straddle Period Tax Separate Return for the Stockholders’ Representatives’ review. Parent shall consider in good faith any reasonable comment that the Stockholders’ Representatives submits to Parent no less than ten (10) days (or, in the case of Straddle Period Tax Returns which are Non-Income Tax Returns, five (5) days) prior to the due date of such Straddle Period Tax Return and Parent shall not file any such Straddle Period Tax Return without the Stockholders’ Representatives’ prior written consent of the Seller (which consent shall not to be unreasonably withheld, conditioned or delayed). The Stockholders’ Representatives shall be responsible for all Taxes due with respect to any Straddle Period Tax Return to the extent allocable to the Pre-Closing Tax Period, other than any such Taxes that (A) were specifically reflected in the Closing Working Capital or (B) are Buyer Closing Date Taxes (each of which shall be the responsibility of Parent). The Stockholders’ Representatives shall pay to Parent any Taxes for which it is responsible under this Section 9.1(c) not later than two (2) Business Days prior to the due date for paying the Taxes in question. Parent shall timely file, or shall cause to be timely filed, with the relevant Governmental Entity each Straddle Period Tax Return and shall timely pay to the relevant Governmental Entity all Taxes due with respect to each Straddle Period Tax Return.

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser shall prepare and timely file prepare, or cause to be prepared prepared, and timely file, or cause to be timely filed, all Tax Returns required to be filed by of the Acquired Entities for taxable periods which begin on or that include before, and end after, the Transferred Entities. In the case of any Closing Date (each such period, a “Straddle Period”, and each such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), the Purchaser . The Straddle Period Tax Returns are set forth on Schedule 6.04(a)(ii). Any such Straddle Period Tax Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the Transferred Entities, except as practice (unless otherwise required by applicable Law. The Purchaser shall deliver to Seller for its review, comment ) and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Period Separate Tax Returns at least thirty (30other than Tax Returns relating to sales, use, payroll, or other Taxes that are required to be filed contemporaneously with, or promptly after, the close of a taxable period, which shall be provided promptly after filing) shall be submitted by Purchaser to Sellers (together with schedules, statements and, to the extent reasonably requested by Sellers, supporting documentation) no later than fifteen (15) days prior to the due date thereof (taking into account any including extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date); provided, that the Purchaser shall not file such Straddle Period Tax Separate Returns. Sellers shall provide any comments no later than five (5) days after delivery of such Straddle Period Tax Return, and Purchaser shall consider such comments in good faith. In the event that Sellers and Purchaser disagree regarding any revision requested by Sellers, Purchaser shall engage a Resolution Accounting Firm to render an opinion regarding Sellers’ requested revision and the relevant Straddle Period Tax Return without shall be filed in accordance with such opinion. Purchaser and Sellers shall equally share the prior cost of any such engagement. Purchaser shall timely remit, or cause to be timely remitted, all Taxes due in respect of such Straddle Period Tax Returns. Sellers shall pay to Purchaser, within ten (10) days following any written consent demand by Purchaser (which demand shall include a computation of the Seller amount owed by Sellers), with respect to each such Straddle Period Tax Returns, an amount equal to the sum of (which consent shall 1) the portion of the Taxes due in respect of the Pre-Closing Period (as determined pursuant to Section 6.04(a)(iv)), to the extent (a) such Tax was not be unreasonably withheldincluded as a Current Liability in the final calculation of Net Working Capital used in the determination of Net Working Capital Adjustment, conditioned or delayedand (b) there was no corresponding Tax asset in the Company’s reserves actually utilizable in such Tax period (other than any amount included in Current Assets in the final calculation of Net Working Capital used in the determination of Net Working Capital Adjustment), and (2) fifty (50) percent of any reasonable, documented third party costs (if any) incurred by Purchaser in the preparation of such Straddle Period Tax Returns.

Straddle Period Tax Returns. Except for 5.1 Straddle Period Tax Returns. With respect to any Tax Return required to returns that may be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser shall prepare and timely file or cause to be prepared and timely filed, all Tax Returns required to be filed by or that include any of the Transferred Entities. In the case of Purchased Entities for any such Tax Return for a Straddle Period (a “Straddle Period Separate Tax ReturnReturns”), the Purchaser shall prepare prepare, or cause to be prepared prepared, such Straddle Period Tax Return Returns in a manner consistent with past the prior practices of the Transferred Entitiesapplicable Purchased Entity, except as to the extent required otherwise required by applicable Lawlaw. The In connection with Purchaser’s preparation of Straddle Period Tax Returns, Seller shall promptly cause the applicable Purchased Entity to provide to Purchaser all Tax information reasonably requested by Purchaser to enable Purchaser to prepare such Straddle Period Tax Returns. Purchaser shall deliver provide each such Straddle Period Tax Return to Seller at least 15 days prior to the date on which such Straddle Period Tax Return is required to be filed by Purchaser (taking into account all extensions properly obtained), for its reviewSeller’s review and approval, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of . Purchaser shall provide or shall cause to be provided promptly to Seller all Tax information reasonably requested by Seller to enable Seller to review such Straddle Period Separate Tax Returns at least thirty (30) days prior and shall reasonably cooperate with Seller to the cause such Straddle Period Tax Returns to be modified as necessary to incorporate Seller’s reasonable comments to such Straddle Period Tax Returns. Purchaser shall file or cause to be filed when due date thereof (taking into account any extensionsall extensions properly obtained) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date); provided, that the Purchaser shall not file such all Straddle Period Tax Separate Return without the prior written consent Returns. The provisions of the Seller (which consent this Section 5.1 shall not be unreasonably withheld, conditioned or delayed)survive Closing.

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i)Buyer shall prepare, the Purchaser shall prepare and timely file or cause to be prepared and timely filedprepared, all any Tax Returns Return (a “Straddle Period Tax Return”) required to be filed by or that include the Transferred EntitiesCompany for any Straddle Period. In the case of any Except as required by applicable Law, such Straddle Period Tax Returns shall be prepared by treating items on such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), the Purchaser shall prepare or cause to be prepared such Tax Return Returns in a manner consistent with the past practices of the Transferred EntitiesCompany with respect to such items, except as otherwise but only to the extent such items would impact any payment required to be made by applicable LawSeller under this Section 7.4(b)(iii). The Purchaser Buyer shall deliver to Seller for its reviewSeller, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Period Separate Tax Returns at least thirty (30) days prior to the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (1520) days before the due date thereof (taking into account any extensions) for filing each Straddle Period Tax Return (or as soon as reasonably practicable or, in the case of any Straddle Period Separate Tax Returns due within thirty which are Non-Income Tax Returns, ten (3010) days before such due date), a draft of the Principal Closing Date); provided, that the Purchaser shall not file such Straddle Period Tax Separate Return for Seller’s review. Buyer shall consider in good faith any reasonable comment that Seller submits to Buyer no less than ten (10) Business Days (or, in the case of Straddle Period Tax Returns which are Non-Income Tax Returns, five (5) days) prior to the due date of such Straddle Period Tax Return and Buyer shall not file any such Straddle Period Tax Return without the Seller’s prior written consent of the Seller (which consent shall not to be unreasonably withheld, conditioned withheld or delayed). Seller shall be responsible for all Taxes due with respect to any Straddle Period Tax Return to the extent allocable to the pre-Closing portion of such Straddle Period; provided, however, that Seller shall have no liability for any such Taxes to the extent such Taxes (A) were specifically reflected in Final Working Capital or (B) are Buyer Closing Date Taxes. Seller shall pay to Buyer any Taxes for which it is responsible under this Section 7.4(b)(iii) not later than two (2) Business Days prior to the due date for paying the Taxes in question. Buyer shall timely file, or shall cause to be timely filed, with the relevant Tax Authority each Straddle Period Tax Return and shall timely pay to the relevant Tax Authority all Taxes due with respect to each Straddle Period Tax Return.

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i)Buyer shall prepare, the Purchaser shall prepare and timely file or cause to be prepared prepared, and timely filedfile, or cause to be timely filed (taking into account applicable extensions of time to file), all Tax Returns of the Company and its Subsidiaries for all Straddle Periods that are required to be filed by within twelve (12) months after the Closing Date (or that include such other time as Buyer is entitled to indemnification in respect of such Tax Returns under Article X (taking into account the Transferred Entitieslimitations set forth therein)). In the case The portion of any such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), Returns ending on or before the Purchaser Closing shall prepare or cause to be prepared such Tax Return and filed in a manner consistent with the past practices practice of the Transferred EntitiesCompany and its Subsidiaries, except as otherwise required by applicable Law; provided further that, with respect to the preparation of the Tax Returns under this Section 6.08(b), such Tax Returns shall, to the extent permitted by applicable Law, reflect all applicable Transaction Tax Deductions and the parties agree that the Company and its Subsidiaries shall (x) elect to carry back any net operating losses from the tax period ending on the Closing Date to prior taxable years to the fullest extent permitted by law (using any available short-form or accelerated procedures for carrybacks (including filing IRS Form 1139) and any corresponding form for applicable state, local and foreign tax purposes) and (y) file amended Tax Returns with respect to carrybacks to the extent necessary to obtain any potential Tax refunds related thereto, in each case at the expense of the Representative (on behalf of the Stockholders and Optionholders). The Purchaser Buyer shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) provide the Representative a copy of each such Straddle Period Separate Tax Returns Return that relates to income Taxes or, in the case of a material non-income Tax Return, reflects an amount for which Buyer is entitled to indemnification under Article X (taking into account the limitations set forth therein) at least thirty (30) days prior to the due date for filing thereof (taking into account any extensionsapplicable extensions of time to file) (or in the case of an income Tax Return, and as soon as reasonably practicable in the case of a material non-income Tax Return, for the Representative’s (x) review and approval with respect to the portion of any Straddle Period Separate such Tax Returns due within thirty (30) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) days ending on or before the due date thereof Closing Date which may result in an indemnity obligation under Article X (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Datelimitations set forth therein); provided, that the Purchaser shall such approval not file such Straddle Period Tax Separate Return without the prior written consent of the Seller (which consent shall not to be unreasonably withheld, conditioned or delayeddelayed and (y) review and comment with respect to other Tax Returns or portions thereof. Buyer shall consider in good faith any reasonable comments to the extent such comments relate to the portion of any such Tax Returns ending on or before the Closing and are consistent with the past practice of the Company and its Subsidiaries. If the Representative withholds approval of a Tax Return or objects to any item on any such Tax Return that would increase the amount for which Buyer is not entitled to indemnification under Article X (taking into account the limitations set forth therein), (i) Buyer and the Representative shall endeavor in good faith to agree on such matter in dispute and (ii) if Buyer and the Representative are unable to agree on any such matters in dispute, such Tax Return shall be filed as prepared by Buyer, to the extent consistent with applicable Law, by the due date for filing thereof (taking into account applicable extensions of time to file), subject to amendment after such matters in dispute are submitted for resolution to the Firm, whose decision shall be final and binding on the parties.

Straddle Period Tax Returns. Except for In the case of any period with respect to a Tax Return required to be prepared by (a “Straddle Period Tax”) that includes but does not end on the Seller Group pursuant to Section 5.20(e)(iClosing Date (a “Straddle Period”), the Purchaser shall prepare and timely file or cause to be prepared and timely filedthe Tax Return for the Straddle Period. Except as otherwise required under the Tax Law, all Tax Returns required prepared pursuant to this Section 8.2 shall be filed prepared on a basis consistent with past practices of the Company and the Company Subsidiaries. Purchaser shall notify Seller in writing of the amount of the Straddle Period Tax for the Straddle Period, and Seller’s share of such Straddle Period Tax (the “Straddle Period Notice”), and shall provide Seller with a copy of the Tax Return for its approval (which shall not be unreasonably withheld or delayed). Seller’s share of the Straddle Period Tax shall be the product of (i) the Straddle Period Tax multiplied by or (ii) the ratio of the number of days in the Straddle Period that include precede the Transferred EntitiesClosing Date divided by the number of days in the Straddle Period, and shall be reduced by any accrual for such Straddle Period Tax on the Closing Date Balance Sheet. In the case of any such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”)based upon income or receipts and payroll Taxes, the Purchaser portion allocable to the pre-Closing Date Tax period shall prepare or cause include operations and payroll through the Closing Date (i.e., with respect to be prepared such Tax Return in a manner consistent with past practices operations and payroll, based on an interim closing of the Transferred Entities, except as otherwise required by applicable Lawbooks on the Closing Date). The Purchaser shall deliver to Seller for its review, comment and approval Within ten (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Period Separate Tax Returns at least thirty (30) days prior to the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (3010) days of the Principal Closing Datereceipt of the Straddle Period Notice, Seller shall pay to Purchaser the amount shown on the Straddle Period Notice as allocable to Seller, unless it notifies Purchaser of any disagreement in writing, within such ten-day period. If Seller timely delivers a notice, the parties will negotiate in good faith to resolve the disagreement. If the parties have not reached an agreement within ten (10) days of Purchaser’s receipt of the notice, the issues of disagreement shall be submitted to the Accounting Firm for determination, with the Accounting Firm using the procedures set forth in Section 2.6(b)(ii). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days fees of the Principal Closing Date); provided, that the Purchaser Accounting Firm shall not file such Straddle Period Tax Separate Return without the prior written consent of the be borne equally by Seller (which consent shall not be unreasonably withheld, conditioned or delayed)and Purchaser.

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser shall prepare and timely file or cause to be prepared and timely filed, all Tax Returns required to be filed by or that include the Transferred Entities. In the case of any such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), the Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Purchased Subsidiaries for Straddle Periods. All such Tax Return Returns shall be prepared in a manner consistent with past practices the prior practice of the Transferred EntitiesPurchased Subsidiaries, except as otherwise required by applicable Tax Law and except that, to the extent permitted by applicable Tax Law, Purchaser may cause the Purchased Subsidiaries to change the date on which their taxable years end to a date prior to March 31, 2003 (and, to the extent the taxable year of any of Worcexxxx Xx Xxxxxx Xxxx, Worcester Controls France SARL or Canada Worcester Controls Limited is so changed, Section 17.3 shall be applied by substituting such earlier date for "March 31, 2003" in each place "March 31, 2003" appears in Section 17.3). The Purchaser shall deliver provide to Seller for its review, comment Seller's review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each such Straddle Period Separate Tax Returns Return described in the preceding sentence at least thirty (30) days prior to the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) 30 calendar days before the due date thereof (including extensions) for the filing of such Tax Return. Purchaser shall timely pay or cause to be timely paid all Taxes of the Purchased Subsidiaries to which such Tax Returns relate for all taxable periods covered by such Tax Returns. Seller shall pay to Purchaser, at least two calendar days prior to the date such Taxes are due to the applicable Tax authority, the amount of such Taxes owed by Seller pursuant to Section 17.1(a) with respect to the taxable period covered by such Tax Returns determined in accordance with Section 17.6 and taking into account the amounts of any extensionsestimated Taxes or prepaid Taxes paid on or before the Closing Date and the amount of such Taxes owed by Purchaser pursuant to Section 17.1(b) with respect to the taxable period covered by such Tax Returns. Seller shall pay or cause to be paid to Purchaser an amount equal to the product of (i) the out-of-pocket professional fees that Purchaser or as soon as its Affiliates reasonably practicable and properly incur to prepare such Tax Returns and (ii) a fraction, the numerator of which is the number of calendar days in the case portion of any the Straddle Period Separate Tax Returns due within thirty (30) days ending on the Closing Date and the denominator of which is 365, no later than 10 Business Days after Seller's receipt of invoices and other materials describing in reasonable detail the Principal Closing Date); providednature, that the Purchaser shall not file amount and calculation of such Straddle Period Tax Separate Return without the prior written consent of the Seller (which consent shall not be unreasonably withheld, conditioned or delayed)fees.

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser shall prepare and timely file or cause to be prepared and timely filed, all Tax Returns required to be filed by or that include the Transferred Entities. In the case of any such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), the Purchaser Buyer shall prepare or cause to be prepared such and file or cause to be filed any Tax Return Returns of each Acquired Company for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). All Straddle Period Tax Returns shall be prepared in a manner consistent with the past practices practice of the Transferred Entities, Acquired Companies except as otherwise required by applicable Applicable Law. The Purchaser Buyer shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy provide Shareholder Representative with completed drafts of such Straddle Period Separate Tax Returns for Shareholder Representative’s review and comment at least thirty forty-five (3045) days prior to the due date thereof for filing thereof, and will consider in good faith changes reasonably and timely requested by Shareholder Representative. Buyer and Shareholder Representative will attempt in reasonable good faith to resolve any disagreements regarding such Straddle Period Tax Returns prior to the due date for filing. To the extent that Buyer and Shareholder Representative are unable to reach an agreement regarding any such Straddle Period Tax Returns, the dispute will be submitted to the Independent Accounting Firm for resolution, with the costs of the Independent Accounting Firm to be paid fifty percent (taking into account any extensions50%) by the Shareholders (or as soon as reasonably practicable from the Shareholder Representative Expense Fund) and fifty percent (50%) by Buyer. The Shareholders shall pay to the relevant Acquired Company within ten (10) days of its receipt of notice from Buyer that such Taxes have been paid to the appropriate Governmental Authority by the Acquired Company an amount equal to the portion of such Taxes that relate to the Pre-Closing Tax Period portion of such Straddle Period (except to the extent that such Tax Liabilities were reflected in the calculation of Aggregate Cash Consideration). For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax which relates to the Pre-Closing Tax Period Separate Tax Returns due within thirty shall (30i) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Taxes other than Taxes based upon or related to income, receipts, or payroll, be deemed to be the amount of such Tax for the entire Straddle Period Separate Tax Returns due within thirty (30) multiplied by a fraction the numerator of which is the number of days in the portion of the Principal Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Taxes based upon or related to income, receipts, or payroll, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date); provided, that the Purchaser shall not file such . Any credits relating to a Straddle Period Tax Separate Return without shall be taken into account as though the prior written consent of relevant Straddle Period ended on the Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Closing Date.

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser Buyer shall timely prepare and timely file file, or shall cause to be prepared and timely filed, all Tax Returns required of the Company and the Subsidiaries with respect to be filed by or that include the Transferred Entities. In the case of any such Tax Return for a Straddle Period (a “Straddle Period Separate Tax ReturnReturns”), at the Purchaser expense of Buyer; and Buyer shall prepare or cause to be prepared such provide each Straddle Period Tax Return in a manner consistent with past practices of to the Transferred Entities, except as otherwise required by applicable Law. The Purchaser shall deliver to Seller Sellers for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Period Separate Tax Returns their review at least thirty (30) 45 calendar days prior to the due date thereof (taking into account consideration extensions to file). Sellers will provide any extensionswritten comments to Buyer no later than twenty (20) (or calendar days after receiving any such Straddle Period Tax Return and, if Sellers do not provide any written comments within such 20-day period, Sellers will be deemed to have accepted such Straddle Period Tax Return. Buyer shall make such changes to such Straddle Period Tax Returns as soon as are reasonably practicable requested by the Sellers. Bxxxx and Sxxxxxx will attempt in the case of good faith to resolve any dispute with respect to any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date). The Purchaser shall revise Return; provided, however, if Buyer and Sellers are unable to resolve any such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than dispute at least fifteen (15) calendar days before the due date thereof (taking into account any with applicable extensions) (or as soon as reasonably practicable in the case of for any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date); provided, that the Purchaser shall not file such Straddle Period Tax Separate Return without Return, Buyer and the prior written consent Sellers will jointly engage the Independent Accountant to resolve such dispute. Buyer and the Sellers will share equally the fees and expenses of the Seller Independent Accountant. If the Independent Accountant is unable to resolve any such dispute prior to the due date (which consent with applicable extensions) for any such Straddle Period Tax Return, such Straddle Period Tax Return will be filed as prepared by Buyer subject to amendment, if necessary, to reflect the resolution of the dispute by the Independent Accountant. Buyer shall not be unreasonably withheldpresent the Sellers with a computation of Taxes on such Straddle Period Tax Returns that Sellers are responsible for pursuant to Section 7.8(e) and Section 6.2(a)(iv). Sellers shall pay to Buyer, conditioned or delayed)the amount of Tax, if any, attributable to the portion of such Straddle Period ending on the day immediately prior to the Closing Date in the amount determined under Section 7.8(e) no later than five (5) calendar prior to the due date of such Straddle Period Tax Return.

Straddle Period Tax Returns. Except for any Tax Return required Acquiror shall cause the Surviving Corporation, at the expense of the Surviving Corporation, to be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser shall prepare and timely file file, or cause to be prepared and timely filed, all any Tax Returns required to be filed by or that the Company for any taxable periods which include (but do not end on) the Transferred Entities. In the case of any Closing Date (“Straddle Periods”) (such Tax Return for a Straddle Period (a Returns, “Straddle Period Separate Tax ReturnReturns”), . Acquiror shall cause the Purchaser shall prepare Surviving Corporation to pay or cause to be prepared paid all Taxes with respect to such Straddle Period Tax Return in a manner consistent with past practices of Returns, subject to the Transferred Entities, except as otherwise required by applicable Law. The Purchaser shall deliver to Seller Shareholders’ responsibility for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy the Taxes of such Straddle Period Separate attributable to the portion of the Straddle Period ending on the Closing Date (“Pre-Closing Taxes”) as determined in accordance with Section 5.9(c). Acquiror shall provide a copy of each Straddle Period Tax Returns Return and a statement certifying the amount of Pre-Closing Taxes shown on such Straddle Period Tax Return, if any, that are chargeable to the Shareholders (the “Tax Statement”) to the Shareholder Representative for review and comment at least thirty (30) days prior to the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date); provided, that the Purchaser shall not file such Straddle Period Tax Separate Return without is required to be filed and shall consider in good faith any objections from the prior written consent Shareholder Representative. If the Shareholder Representative and the Acquiror are unable to resolve any such objections within five (5) Business Days, it shall be promptly submitted to the Arbiter for prompt resolution. The Shareholders shall pay to the Surviving Corporation an amount equal to the Pre-Closing Taxes due with any Straddle Period Tax Return and payable by the Shareholders pursuant to this Section 5.9(b) at least three (3) Business Days before the Surviving Corporation is required to pay or cause to be paid the related Tax Liability or if later, within three (3) Business Days following resolution of the Seller (which consent shall not be unreasonably withheld, conditioned or delayed)any objection.

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser (i) The Company shall prepare and timely file or cause to be prepared and timely filed, all Tax Returns required to be filed by or that include the Transferred Entities. In the case of any such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), the Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent accordance with past practices of ECC) the Transferred Entities, except as otherwise required by applicable Law. The Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy initial draft of such all Straddle Period Separate Tax Returns at least (other than Estimated Tax Returns due on or prior to the Distribution Date) and shall submit such Tax Returns, along with a calculation of ECC’s portion of any Pre-Distribution Taxes (reduced by any Prepaid Taxes) set forth on such Tax Returns, to ECC for approval no later than thirty (30) days prior to the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date)thereof. The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not No later than fifteen (15) days before after the due date thereof (taking into account receipt of such Tax Return from the Company, ECC shall notify the Company of any extensions) (or as soon as reasonably practicable reasonable objections ECC may have to items set forth in such draft Tax Returns and/or the calculation of such Taxes for which ECC is responsible. The Company and ECC agree to consult and resolve in good faith any such objection, it being understood and agreed that in the case absence of any Straddle Period Separate Tax Returns due within thirty (30) days of such resolution, any and all such objections shall be resolved in a manner consistent with the Principal Closing Date); providedpast practices with respect to such items unless otherwise required by law. If ECC and the Company cannot resolve such matter, that then the Purchaser Parties shall submit the disagreement to an independent public accounting firm following the procedure set forth in Section 8.3. The Company shall not file such Straddle Period Tax Separate Return Returns without the prior written consent of the Seller (which ECC, such consent shall not to be unreasonably withheld, conditioned withheld or delayed. (ii) For purposes of this Agreement, Taxes related to a Straddle Period shall be apportioned between the Pre-Distribution Tax Period and the Post-Distribution Tax Period as (A) in the case of Taxes other than income, sales and use and withholding Taxes, on a per-diem basis, and (B) in the case of income, sales and use and withholding Taxes, as determined from the books and records of ECC, the Company and/or the relevant Subsidiary as though the taxable year of ECC, the Company and/or the relevant Subsidiary terminated at the close of business on the Distribution Date. (b) ECC will pay to the Company ECC’s portion of the Pre-Distribution Taxes related to a Straddle Period Tax Return (as determined pursuant to Section 2.2(a)) no later than the later of: one (1) day prior to the due date of the Tax Return for which such Taxes relate to the extent ECC and the Company have reached an agreement on the amount of such Taxes by that date or the only dispute relates solely to the total amount of Tax shown on the Tax Return, and in the case of a dispute between ECC and the Company that solely relates to the percentage of the total amount of Tax shown on the Straddle Period Tax Return allocated to ECC, ECC shall pay (i) the amount it believes, in good faith, is its allocable portion of such Taxes within one (1) day prior to the due date of the Tax Return for which such Taxes relate, and (ii) the remainder, if any, determined to be owed by ECC by the independent accounting firm described in paragraph (a) above within two (2) days after such accounting firm has determined ECC’s liability with respect to such amounts. In the event a payment is made pursuant to this paragraph (b) with respect to amounts that are in dispute, such payment will be adjusted following the resolution of the dispute. (c) To the extent the Prepaid Taxes exceed the Taxes owed by ECC for such Straddle Period (as determined pursuant to Section 2.2(a)), the Company shall pay ECC such excess.

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser shall prepare and timely file or cause to be prepared and timely filed, all Tax Returns required to be filed by or that include the Transferred Entities. In the case of any such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), the Purchaser Buyer shall prepare or cause to be prepared such all Tax Return in Returns of the Companies for all Straddle Periods (“Straddle Tax Returns”). Such Tax Returns shall be prepared on a manner basis consistent with past practices of practice except to the Transferred Entities, except as extent otherwise required by applicable Law. The Purchaser Buyer shall deliver file, or cause to Seller for its reviewbe filed, comment and approval (which approval all Straddle Tax Returns. Buyer shall not be unreasonably withheld, conditioned or delayed) provide a copy of such each Straddle Period Separate Tax Returns Return, together with all supporting documentation and workpapers, to the Owner Representative at least thirty twenty (3020) days before the due date for such Tax Return. Prior to the filing of any Straddle Tax Return, Buyer shall make any revisions or adjustments reasonably requested by the Zephyr Owners. Not later than five (5) days prior to the due date thereof (taking into account for payment of Taxes with respect to any extensions) (or Straddle Tax Return, the Zephyr Owners shall pay to the Buyer the amount of any Zephyr Owner Taxes with respect to such Tax Return for the amounts owed by the Zephyr Owners as soon as reasonably practicable calculated in the case of any following sentence. Liability for Taxes attributable to a Straddle Period Separate Tax Returns due within thirty shall be apportioned between Buyer and Zephyr Owners as follows: (30i) days property and similar ad valorem Taxes shall be apportioned to the Zephyr Owners for the period up to and including the Closing Date and to the Buyer for the period after the Closing Date on a ratable daily basis; and (ii) all other Taxes shall be apportioned between Buyer and Zephyr Owners based on an interim closing of the Principal books of each of the Companies as of the Closing Date). The Purchaser For this purpose, any margin or franchise Tax paid or payable with respect to the Companies shall revise be allocated to the taxable period during which the income, receipts, operations, assets or capital comprising the base of such Straddle Period Separate Tax Return is measured, regardless of whether the right to reflect any reasonable comments received from Seller not later than fifteen (15) days before do business for another taxable period is obtained by the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case payment of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date); provided, that the Purchaser shall not file such Straddle Period Tax Separate Return without the prior written consent of the Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Tax.

Straddle Period Tax Returns. Except for any Tax Return required Parent shall prepare or cause to be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser shall prepare and timely file or cause to be prepared and timely filed, filed all Straddle Period Tax Returns required to be filed by or that include of the Transferred Entities. In the case of any such Surviving Corporation, which Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), the Purchaser Returns shall prepare or cause to be prepared such Tax Return in a manner consistent accordance with past practices of the Transferred Entities, except as and customs (unless otherwise required by any applicable LawLegal Requirement). The Purchaser Parent shall deliver provide to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy the Securityholders’ Agent drafts of such any Straddle Period Separate Tax Returns Returns, in each case at least thirty (30) days prior to filing, for the due date thereof (taking into account Securityholders’ Agent’s review and comment. Parent shall consider in good faith any extensions) (or as soon as reasonably practicable in the case of any reasonable changes to such Straddle Period Separate Tax Returns due proposed by the Securityholders’ Agent within thirty ten (3010) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case Securityholders’ Agent’s receipt of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date); provided, that the Purchaser shall not file such Straddle Period Tax Separate Return without the prior written consent Returns and shall not unreasonably withhold incorporation of the Seller (which consent Securityholders’ Agent’s comments. The Surviving Corporation shall timely pay all amounts shown as due on such Tax Returns and Parent or the Surviving Corporation may, in its sole discretion, seek reimbursement from either the Escrow Amount or directly from the Effective Time Holders. To the extent Parent or the Surviving Corporation seeks reimbursement from the OP Indemnifying Parties, the OP Indemnifying Parties shall reimburse the Surviving Corporation promptly upon Parent or the Surviving Corporation’s written request for any amounts shown as due on such Tax Returns when filed, to the extent such amounts are attributable to Pre-Closing Taxes, but only to the extent any such amounts were not be unreasonably withheld, conditioned included in the calculation of Working Capital or delayed)reflected in a claim for indemnification for a breach of a representation or warranty of the Company or a covenant or agreement of the OP Indemnifying Parties pursuant to Section 8.

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser shall Parent will timely prepare and timely file file, or cause to be timely prepared and timely filed, all Tax Returns for the Company or any Subsidiary of the Company for all periods beginning before, and ending after, the Straddle Date (a “Straddle Period”). Subject to the provisions of this Section 7.2, all such Tax Returns will be prepared in a manner consistent with past custom and practice of the Company or such Subsidiary unless otherwise required by Law; provided, that notwithstanding the foregoing or anything in this Agreement to the contrary, such Tax Returns will be filed by prepared in accordance with the Intended Tax Treatment. Parent will permit Sellers the opportunity to review and comment on each of such Tax Returns for at least 30 days prior to the due date (with applicable extensions) and filing of such Tax Returns, for any Tax Return that is not a 30-Day Return, and as soon as reasonably practicable prior to filing, for any Tax Return that is a 30-Day Return. Sellers may provide any written comments to Parent not later than 15 days after receiving any such Tax Return, for any Tax Return other than a 30-Day Return, or that include within a commercially reasonable amount of time after receiving any such Tax Return, for any 30-Day Return, and Parent will accept the Transferred Entitiesreasonable comments of Sellers. If Sellers do not provide any written comments within such period of review set forth in the immediately preceding sentence, Sellers will be deemed to have accepted such Tax Return. In the case of any such Tax Return for Taxes with respect to a Straddle Period (for which the Company or any Subsidiary of the Company is liable, Parent shall cause the Company to pay the amount of such Taxes allocated to a “Pre-Closing Straddle Period Separate Tax Return”), the Purchaser shall prepare or cause to be prepared such Tax Return calculated in a manner consistent accordance with past practices of the Transferred Entities, except as otherwise required by applicable Law. The Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayedSection 7.2(c) a copy of such Straddle Period Separate Tax Returns at least thirty (30) days prior to the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not no later than fifteen (15) five days before the due date thereof on which such Taxes are required to be paid to any Tax Authority out of the Cash of the Company (taking into account any extensions) such Taxes, together with the unpaid Company Transaction ​ ​ Expenses and the Taxes described in Section 7.2(a), shall not exceed the Expenses Cap). In the event that such Taxes exceed the Expenses Cap, such excess amount shall be paid by the Sellers’ Representative. Parent will timely remit such Taxes (or as soon as reasonably practicable in including the case amount of any Taxes allocated to the Post-Closing Straddle Period Separate Tax Returns due in accordance with Section 7.2(c)) unless otherwise required as a result of a determination within thirty (30the meaning of Section 1313(a) days of the Principal Closing Date); provided, that the Purchaser shall not file such Straddle Period Tax Separate Return without the prior written consent of the Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Code.

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by The Purchaser shall, at the Seller Group pursuant to Section 5.20(e)(i)Purchaser’s expense, the Purchaser shall prepare and timely file file, or cause to be prepared and timely filed, all any Tax Returns required to be filed by or that the Company and its Subsidiaries for any taxable periods which include (but do not end on) the Transferred Entities. In the case of any Closing Date (“Straddle Periods”) (such Tax Return for a Straddle Period (a Returns, “Straddle Period Separate Tax ReturnReturns”), the and Purchaser shall prepare pay, or cause to be prepared paid, all Taxes with respect to such Straddle Period Tax Return in a manner consistent with past practices Returns, subject to the Equity Holders’ responsibility (subject to the last sentence of this Section 6.15(b)) for the Taxes of such Straddle Period attributable to the portion of the Transferred Entities, except Straddle Period ending on the Closing Date (“Pre-Closing Taxes”) as otherwise required by applicable Lawdetermined in accordance with Section 6.15(c). The Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) provide a copy of each Straddle Period Tax Return and a statement (and work papers and documentation supporting such statement) calculating and certifying the amount of Pre-Closing Taxes shown on such Straddle Period Separate Tax Returns at least Return, if any, that are chargeable to the Equity Holders for review and comment a reasonable period of time (not to be less than thirty (30) days prior to the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any income Tax Returns) before such Straddle Period Separate Tax Returns due within thirty (30) days of Return is filed and shall consider in good faith any comments provided by the Principal Closing Date)Holder Representative. The Purchaser shall revise such and the Holder Representative agree to consult and resolve in good faith any objections from the Holder Representative or the Equity Holders with respect to the Straddle Period Separate Tax Return Returns or Pre-Closing Taxes. However, if the Purchaser and the Holder Representative cannot resolve any such objections, the matter shall be referred to reflect any reasonable comments received from Seller not later than fifteen the Arbitrator for prompt resolution. The Equity Holders will pay or cause to be paid all Pre-Closing Taxes for which the Equity Holders are responsible and that have been determined pursuant to this Section 6.15(b) at least five (155) days before the due date thereof (taking into account any extensions) (Company or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date); provided, that the Purchaser shall not file is required to cause to be paid the related Tax liability and will indemnify the Purchaser Indemnified Parties for all such Straddle Period Tax Separate Return without the prior written consent of the Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Pre-Closing Taxes.

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group Sellers pursuant to Section 5.20(e)(i5.15(b)(i), the Purchaser Buyers shall prepare and timely file file, or cause to be prepared and timely filed, all Tax Returns required to be filed by or that include the Transferred Entities. In the case of any such Tax Return Entities for a Straddle Period (a “Straddle Period Separate Tax Return”), the Purchaser . The Buyers shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the Transferred Entities, except as otherwise required by applicable Law. The Purchaser Buyers shall deliver to Seller Sellers for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Period Separate Tax Returns at least thirty (30) days prior to the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing DateDate or Straddle Period Separate Tax Returns with respect to VAT but no later than seven (7) Business Days prior to the due date for such filing). The Purchaser Buyers shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller the Sellers not later than fifteen (15) days before the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing DateDate or Straddle Period Separate Tax Returns with respect to VAT but no later than seven (7) Business Days prior to the due date for such filing); provided, that the Purchaser Buyers shall not file such Straddle Period Separate Tax Separate Return without the prior written consent of the Seller Sellers (which consent shall not be unreasonably withheld, conditioned or delayed).

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i)Parent shall prepare, the Purchaser shall prepare and timely file or cause to be prepared and timely filedprepared, all any Tax Returns Return (a “Straddle Period Tax Return”) required to be filed by the Company, the Surviving Corporation or that include the Transferred Entitiesany Company Subsidiary for any Straddle Period. In the case of any Except as required by applicable Legal Requirements, such Straddle Period Tax Returns shall be prepared by treating items on such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), the Purchaser shall prepare or cause to be prepared such Tax Return Returns in a manner consistent with the past practices of the Transferred EntitiesCompany or the Company Subsidiaries with respect to such items, except as otherwise but only to the extent such items would impact any payment required to be made by applicable Lawthe Stockholder Representatives under this Section 5.8(a)(iii). The Purchaser Parent shall deliver to Seller the Stockholder Representatives, at least (20) days before the due date (taking into account extensions) for its reviewfiling each Straddle Period Tax Return that is an Income Tax Return, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy draft of such Straddle Period Separate Tax Returns at least thirty Return for the Stockholder Representatives’ review. Parent shall consider in good faith any reasonable comment that the Stockholder Representatives submit to Parent no less than ten (3010) days prior to the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date); provided, that the Purchaser shall not file such Straddle Period Tax Separate Return and Parent shall not file any such Straddle Period Tax Return without the Stockholder Representatives’ prior written consent of the Seller (which consent shall not to be unreasonably withheld, conditioned or delayed). In the case of each Straddle Period Tax Return that is an Income Tax Return, at least two (2) Business Days prior to the due date for filing such Straddle Period Tax Return, the Stockholder Representatives shall make a cash payment to Parent equal to the Seller True-Up Xxxxxx, if any. If there has been an overpayment of Income Taxes allocable to the pre-Closing portion of any Straddle Period (treating any Warrant Tax Benefit actually realized with respect to such Tax Return as arising in the pre-Closing portion of such Straddle Period), Parent shall request that such overpayment be refunded (to the extent such overpayment is not applied against the Income Tax due with respect to the post-Closing portion of such Straddle Period) and, no later than five (5) Business Days after the later of the date such refund is received by the Company or any Company Subsidiary and the date such overpayment is applied against the Income Taxes due with respect to the post-Closing portion of such Straddle Period, Parent shall make a cash payment to the Stockholder Representatives equal to the Parent True-Up Amount. In the case of each Straddle Period Tax Return that is a Non-Income Tax Return, at least two (2) Business Days prior to the due date for filing such Straddle Period Tax Return, the Stockholder Representatives shall make a cash payment to Parent equal to the portion of the Taxes due with respect to such Straddle Period Tax Return that are allocable to the Pre-Closing Tax Period (other than any such Taxes (A) to the extent specifically reflected as a liability in the Net Working Capital finally determined pursuant to Section 1.8 or (B) that are Specified Closing Date Taxes, each of which shall be the responsibility of Parent). Parent shall timely file, or shall cause to be timely filed, with the relevant Governmental Entity each Straddle Period Tax Return and shall timely pay to the relevant Governmental Entity all Taxes due with respect to each Straddle Period Tax Return.

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i)Parent will, the Purchaser shall at its expense, prepare and timely file file, or cause to be prepared and timely filed, all Straddle Period Tax Returns required to be filed by or that include the Transferred Entities. In Company and shall cause the case of any Company to pay all Taxes showing as due on such Tax Return for a Straddle Period (a “Tax Returns. All Straddle Period Separate Tax Return”), the Purchaser shall prepare or cause to Returns will be prepared such Tax Return and filed in a manner that is consistent with past practices the prior practice of the Transferred EntitiesCompany, except as otherwise required by applicable Law. The Purchaser shall Parent will deliver or cause to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy delivered drafts of such all Straddle Period Separate Tax Returns to the Interested Holders Representative for his review at least thirty (30) days prior to the due date thereof (taking into account of any extensions) such Straddle Period Tax Return (or as soon as reasonably practicable at least ten (10) days prior to the due date for such Pre-Closing Period Tax Return in the case of any a Straddle Period Separate Tax Returns Return that is due within thirty less than forty-five (3045) days after the end of the Principal Closing Date). The Purchaser shall revise applicable taxable period) and will notify the Interested Holders Representative of the Parent’s calculation of the Interested Holders’ share of the Taxes of the Company for such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions) (or as soon as reasonably practicable determined in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Dateaccordance with Section 6.01(b)); provided, however, that the Purchaser shall not file such drafts of any such Straddle Period Tax Separate Return without the prior written consent Returns and such calculations of the Seller Interested Holders’ share of the Tax liability for such Straddle Period (which determined in accordance with Section 6.01(b)) will be subject to the Interested Holders Representative’s review and comment (and Parent shall consider in good faith and implement the reasonable comments of the Interested Holders Representative to such Straddle Period Tax Returns, to the extent such comments are consistent with the Company’s past practice and applicable Law) and consent shall to the filing of such Straddle Period Tax Returns, such consent not to be unreasonably withheld, conditioned or delayed. If the Interested Holders Representative has comments regarding any item on any such Straddle Period Tax Return, the Interested Holders Representative will notify Parent (by written notice within fifteen (15) days of receipt of such draft of such Straddle Period Tax Return) of such comments and the basis for such comment. If the Interested Holders Representative does not provide comments by written notice within such period, the amount of Taxes shown to be due and payable on such Straddle Period Tax Return will be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 6.01(a)(ii). If the Interested Holders Representative timely provides comments regarding a Straddle Period Tax Return and Parent and the Interested Holders Representative disagree with respect to such comments, then the Parent and the Interested Holders Representative will act in good faith to resolve any dispute prior to the due date of any such Straddle Period Tax Return. If Parent and the Interested Holders Representative cannot resolve any disputed item, the item in question will be resolved by the Accountants, whose determination will be final and conclusive for purposes of this Section 6.01(a)(ii). The fees and expenses of the Independent Accountants will be paid fifty percent (50%) by Parent and fifty percent (50%) by the Interested Holders Representative (on behalf of the Interested Holders). If the Accountants are unable to resolve any such matter prior to the due date (including extensions, which will be sought as necessary) for filing any Tax Return reflecting any such disputed matter, then such Tax Return will be timely filed by the appropriate Party on the basis proposed by Parent and will thereafter be amended as necessary to reflect the Accountants’ decision. Parent will pay or cause to be paid all Taxes due and payable in respect of all Straddle Period Tax Returns of the Company; provided, however, that Parent will be entitled to reimbursement from the Escrow Funds for all Taxes paid by Parent with respect to such Straddle Period Tax Returns to the extent such Taxes are properly allocable to the Pre-Closing Tax Period pursuant to Section 6.01(b).

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser shall prepare and timely file or cause to be prepared and timely filed, all Tax Returns required to be filed by or that include the Transferred Entities. In the case of any such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), the Purchaser Buyer shall prepare or cause to be prepared such all Separate Company Returns of the Acquired Entities and their Subsidiaries for all Straddle Tax Return in Periods (“Straddle Tax Returns”). Such Straddle Tax Returns shall be prepared on a manner basis consistent with past practices of practice except to the Transferred Entities, except as extent otherwise required by applicable Law. The Purchaser shall deliver to Seller for its review, comment and approval Not later than ten (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Period Separate Tax Returns at least thirty (3010) days prior to the due date thereof for filing any such Straddle Tax Return, Buyer shall deliver a copy of such Tax Return, together with supporting documentation, to Parent for Parent’s review and reasonable comment. Buyer will cause such Straddle Tax Return (taking into account any extensionsas revised to incorporate Parent’s reasonable comments) to be timely filed and will timely pay all Taxes shown as due and payable on such Straddle Tax Return and will provide a copy of such Straddle Tax Return, as filed, to Parent. Not later than three (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (303) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return prior to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in for the case filing of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date); provided, that the Purchaser shall not file such Straddle Period Tax Separate Return, Parent or the applicable Subsidiary Seller shall pay to Buyer or the applicable Affiliated Buyer the amount, if any, by which the Taxes shown as due and payable on such Straddle Tax Return without that are allocable to the Pre-Closing Tax Period (determined in accordance with subparagraph (iv), below) exceed the amount included as a current liability for such Taxes in Final Closing Working Capital. For the avoidance of doubt, (A) any Taxes that have been paid to the relevant Taxing Authority by Parent or an Affiliate of Parent (including the Acquired Entities) prior written consent to the Closing shall be taken into account and credited against the amount of Taxes that are allocable to the Seller Pre-Closing Tax Period with respect to such a Straddle Tax Return, (which consent B) Parent and its Affiliates shall not be unreasonably withheldliable for any interest, conditioned penalties or delayed)additions to Tax resulting from the failure of Buyer or its Affiliates (including the Acquired Entities) to timely pay any estimated or other Tax payments due after the Closing with respect to a Straddle Tax Period and (C) any transactions entered into by an Acquired Entity outside the ordinary course of business on the Closing Date but after the Closing (other than those actions required or contemplated by this Agreement) shall be treated as occurring in the Post-Closing Tax Period.

Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser Acquiror shall prepare and timely file file, or cause to be prepared and timely filed, at the cost and expense of the Company, all Income Tax Returns required to be filed by or that include of the Transferred Entities. In the case of Company and its Subsidiaries for any such Tax Return for a Straddle Period (a the “Straddle Period Separate Tax ReturnAcquiror Prepared Returns”). Except as otherwise required by applicable Law, the Purchaser each Acquiror Prepared Return shall prepare or cause to be prepared such Tax Return in a manner consistent with the Company’s past practices of the Transferred Entities, except as otherwise required by applicable LawLaw or this Agreement. The Purchaser Each Acquiror Prepared Return shall deliver be submitted to Seller the Equityholder Representative for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Period Separate Tax Returns at least thirty (30) days review no later than the 30th day prior to the due date thereof for filing such Tax Return (taking into account applicable extensions). If the due date of any extensions) (or such Acquiror Prepared Return is within 30 days following the Closing Date, such Acquiror Prepared Returns shall be submitted to the Equityholder Representative for review as soon promptly as reasonably practicable prior to filing. Acquiror shall consider in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any good faith all reasonable comments received from Seller not the Equityholder Representative in writing no later than fifteen (15) days before the 10th day prior to the due date thereof for filing any such Tax Return (taking into account any applicable extensions) (or as soon as reasonably practicable in ). No filed Acquiror Prepared Return may be amended after the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date); provided, that the Purchaser shall not file such Straddle Period Tax Separate Return without the prior written consent of the Seller (Equityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Each Tax Return for the Company or any of its Subsidiaries for any Straddle Period for which the interim closing method pursuant to Treasury Regulations Section 1.706-4 (or any similar provision of state, local or non-U.S. Law) is available shall be prepared in accordance with such method (with such interim closing occurring as of the Closing Date), and an election under Section 754 of the Code (or any similar provision of state, local or non-U.S. Law) shall be made for any Straddle Period (if not already in effect from a prior period, which election shall not be revoked). Notwithstanding the deadlines set forth in this Section 8.6(c) with respect to any Tax Return described therein, the Equityholder Representative (following the Closing Date), Acquiror and the Company, as applicable, shall reasonably cooperate to set later deadlines if it is reasonably necessary in order to allow sufficient time for preparation and review of such Tax Return prior to the due date of such Tax Return (including applicable extensions).