Common use of Tax Covenants Clause in Contracts

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED (and, prior to the Closing, each member of the Company Group, its Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company Group, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any liability for any Tax resulting from any action of Seller, SED, any member of the Company Group, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company Group) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 days prior to the due date (including extensions) of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED (and, prior to the Closing, each member of the Company GroupCompany, its Subsidiaries, their Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company Groupor its Subsidiaries, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer Buyer, the Company or any member of the Company Group Subsidiary in respect of any Post-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of Seller, SEDthe Company, any member of the Company Groupits Subsidiaries, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company Groupand its Subsidiaries) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne as set forth in Section 10.01 and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group or any Subsidiary after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 days prior to the due date (including extensions) of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten 10 days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection Buyer shall be duly delivered, Buyer and Seller shall negotiate take into account in good faith and use their reasonable best efforts to resolve any such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt objection raised by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, and Shareholders in finalizing any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellerfor filing. The preparation and filing of any Tax Return of any member of the Company Group or any Subsidiary that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

Tax Covenants. (a) Without The Company shall prepare and timely file with the appropriate Taxing Authority all Tax Returns required to be filed on or prior written consent to the Closing Date and shall timely pay all Taxes either: (i) required to be shown on any such Tax Returns or (ii) which are not required to be shown on such Tax Returns but which will be required to be paid by or with respect to the Company on or prior to the Closing Date. All such income Tax Returns that are filed after the date hereof through the Closing Date will be true, correct and complete when filed and all other Tax Returns that are filed after the date hereof through the Closing Date will be true, correct and complete in all material respects when filed. The Purchaser shall, on behalf of Buyerthe Company, Seller be responsible for filing all Tax Returns of the Company required to be filed after the Closing Date and SED paying all Taxes required to be shown on such Tax Returns. (andb) At least ten (10) days prior to the Closing Date, the Company shall provide Purchaser with copies of all Tax Returns of the Company filed or required to be filed during the period beginning on the date hereof and ending fifteen (15) days prior to the Closing Date. (c) If during the period beginning on the date hereof and ending on the Closing Date, the Company or the Semlers receive or file: (i) any notices, protests, or closing agreements relating to issues arising, or potentially arising, in any audit, litigation or similar proceeding with respect to the liability for Taxes of the Company; (ii) any elections or disclosures of any controversial positions filed by or on behalf of the Company with any Taxing Authority (whether or not filed with any Tax Return) or (iii) any letter rulings, determination letters or similar documents issued by any Taxing Authority with respect to the Company, prior to the Closing, each member of the Semlers shall provide or shall cause the Company Groupto provide Purchaser, its Affiliates and their respective Representatives) shall not, to the extent it may affect, with copies of those items that are received or relate to, any member of the Company Group, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any liability for any Tax resulting from any action of Seller, SED, any member of the Company Group, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company Group) against any such Tax or reduction of any Tax assetfiled. (bd) All transfer, documentary, sales, use, stamp, registration, value added registration and other such Taxes (including, but not limited to, all applicable real estate transfer or gains taxes but excluding any prospective increase in real property taxes of the Company as a result of a revaluation of real property as a result of the Merger), any penalties, interest and additions to Tax, and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents transactions contemplated hereby (including any real property transfer Tax and Taxes due as a result of the Merger but excluding any other similar TaxTaxes to the extent such Taxes arise from or result out of subsequent transactions involving the Company) shall be borne by the Shareholders. The Semlers and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (the Shareholders and Buyer Purchaser shall cooperate in the timely making of all filings, returns, reports and forms as may be required in connection therewith. At the Closing, Purchaser will provide the Company with respect thereto as necessary)a resale certificate relating to the Company's inventory. (ce) Buyer shall prepareThe Semlers and the Shareholders will provide such cooperation and information as the Purchaser or the Company reasonably may request in: (i) filing any Tax Return, amended return or cause claim for refund, (ii) determining a liability for Taxes or a right to be prepared, all Tax Returns required to be filed by a refund of Taxes or (iii) conducting any member audit or other proceeding in respect of Taxes of the Company. (f) Without the prior written consent of Purchaser, the Company Group after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election not, on or any accounting method and shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 days prior to the due date (including extensions) Closing Date, make or change any Tax election, adopt or change any method of such Tax accounting, file any amended return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitations period applicable to any Tax or Tax Return. If Seller objects . (g) For income Tax purposes and for purposes of this Agreement, the parties shall treat the Merger as a taxable purchase of the Stock by Purchaser and shall take no position or action inconsistent with such treatment. (h) For income Tax purposes, no portion of the Merger Consideration shall be allocable to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Return of any member of covenants set forth in the Company Group that does not relate to a PreNon-Closing Tax Period shall be exclusively within the control of BuyerCompetition Agreements.

Tax Covenants. (a) Without the prior written consent of BuyerInvestor, Seller and SED Company Parent (and, prior to the ClosingMSA Effective Date, each member of the Company GroupCompany, its Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company GroupCompany, make, change or rescind any Tax election, deduct any expenses in violation of Section 280E of the Code, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would reasonably be considered to have the effect of increasing the Tax liability or reducing any Tax asset of Buyer Investor or any member of the Company Group in respect of any PostPre-Closing Tax Period. Each of Seller Company Parent and SED agrees the Company agree that neither Buyer nor DSS Investor is to have any no liability for any Tax resulting from any pre-Agreement Date action of Sellerthe Company, SED, any member of the Company Group, their its Affiliates or any of their respective Representatives, and agrees agree to indemnify and hold harmless Buyer and DSS Investor (and, after the Initial Closing Date, any member of the Company GroupCompany) against any such Tax or reduction of any Tax asset. It is understood and agreed that no officers and Employees of the Company prior to the Initial Closing shall be “Responsible Persons” for purposes of New York Tax Law Section 1133 for any Pre- Closing Tax Periods. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the Investor’s purchase of Shares pursuant to this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller Investor when due. Seller Investor shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (subject to prior review and Buyer shall cooperate with respect thereto as necessaryapproval of Investor if such filing is prior to the Initial Closing). (c) Buyer Investor shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Initial Closing Date with respect to a Pre-Closing Agreement Tax Period. Any such Tax Return shall be prepared in a manner consistent with the memorandum provided in Section 6.1(c) of the Disclosure Schedules and otherwise consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer Investor to Seller Company Parent (together with schedules, statements and, to the extent requested by SellerCompany Parent, supporting documentation) for Company Parent’s approval at least 45 days prior to the due date (including extensions) of such Tax ReturnReturn or, if the due date is sooner than 45 days, as soon as practical prior to such due date. If Seller Company Parent objects to any item on any such Tax Return, it Company Parent shall, within ten days after delivery of such Tax Return, notify Buyer Investor in writing that it so objectsof such objection, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer Investor and Seller Company Parent shall negotiate in good faith and use their commercially reasonable best efforts to resolve such items. If Buyer Investor and Seller Company Parent are unable to reach such agreement within ten days after receipt by Buyer Investor of such notice, Buyer and Seller the disputed items shall appoint be resolved by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer Investor and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer Investor and SellerCompany Parent. The Subsequent to the Initial Closing, the preparation and filing of any Tax Return of any member of the Company Group that does not relate with respect to a Prethe Post-Closing Agreement Tax Period shall be exclusively within the control and responsibility of BuyerInvestor.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED (and, prior to the Closing, each member of the Company GroupAcquired Companies, its their Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of Acquired Company or the Company GroupPlant, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of Acquired Company or the Company Group Plant in respect of any Post-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of Seller, SED, any member of the Company GroupAcquired Company, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company GroupAcquired Companies) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Acquired Company Group after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 forty-five (45) days prior to the due date (including extensions) of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten (10) days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten (10) days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Return of any member of the Acquired Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED (and, prior to the Closing, each member of the Company GroupAcquired Company, its Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company Groupan Acquired Company, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the an Acquired Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action prior to the Closing Date of Seller, SEDan Acquired Company, any member of the Company Group, their its Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company GroupAcquired Companies) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer Seller shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the an Acquired Company Group or Seller and/or its Affiliates with respect to an Acquired Company after the Closing Date with respect relating to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Seller to Buyer to Seller (together with schedules, statements and, to the extent requested by SellerBuyer, supporting documentation) at least 45 calendar days prior to the due date (including extensions) of such Tax Return. If Seller Buyer objects to any item on any such Tax Return, it shall, within ten calendar days after delivery of such Tax Return, notify Buyer Seller in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Seller and Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Seller and Buyer and Seller are unable to reach such agreement within ten calendar days after receipt by Buyer Seller of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty 20 calendar days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer Seller and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer Seller and SellerBuyer. The preparation and filing of any Tax Return of any member of the an Acquired Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED (and, prior to the Closing, each member of the Company GroupCompany, its Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company GroupCompany, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of Seller, SEDthe Company, any member of the Company Group, their its Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company GroupCompany) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 days prior to the due date (including extensions) of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyermethod.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED Sellers (and, prior to the Closing, each member of the Company GroupCompany, its Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company GroupCompany, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED agrees Sellers agree that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of SellerSellers, SED, any member of the Company GroupCompany, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company GroupCompany) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller Sellers when due. Seller Sellers shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller Sellers (together with schedules, statements and, to the extent requested by SellerSellers, supporting documentation) at least 45 forty-five (45) days prior to the due date (including extensions) of such Tax Return. If Seller objects Sellers object to any item on any such Tax Return, it they shall, within ten ten(10) days after delivery of such Tax Return, notify Buyer in writing that it they so objectsobject, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller Sellers shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller Sellers are unable to reach such agreement within ten (10) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm selected by Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants reasonably acceptable to Sellers (the “Independent AccountantAccounting Referee”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant Accounting Referee shall be final. The Independent Accountant Accounting Referee shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant Accounting Referee is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s Accounting Referee's resolution. The costs, fees and expenses of the Independent Accountant Accounting Referee shall be borne equally by Buyer and SellerSellers. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED (and, prior to the Closing, each member of the Company GroupCompany, its Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company GroupCompany, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED agrees Sellers agree that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of Seller, SEDthe Company, any member of the Company Group, their its Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company GroupCompany) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller Sellers when due. Seller Sellers shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 days prior to the due date (including extensions) of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyermethod.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED the Shareholders (and, prior to the Closing, each member of the Company GroupGroup Companies, its their respective Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company GroupGroup Company, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Group Company Group in respect of any taxable period ending after the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period beginning on and including the Closing Date (“Post-Closing Tax Period”). Each of Seller Except to the extent otherwise agreed to between Buyer and SED the Shareholders, each Shareholder agrees that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of Seller, SEDsuch Shareholder, any member of the Company GroupGroup Company, their its Affiliates or any of their respective RepresentativesRepresentatives during the Pre-Closing Tax Period, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company GroupGroup Companies) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller the Shareholders when due. Seller The Shareholders shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer The Shareholders shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group Companies after the Closing Date with respect to a “taxable period” ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date (“Pre-Closing Tax Period. ”). (d) Any such Tax Return for a Pre-Closing Tax Period shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method (unless otherwise required by Law) and shall be submitted by the Shareholders to the Buyer to Seller (together with schedules, statements and, to the extent requested by Sellerthe Shareholders, supporting documentation) at least 45 forty-five (45) days prior to the due date (including extensions) of such Tax Return. If Seller Buyer objects to any item on any such Tax Return, it shall, within ten fifteen (15) days after delivery of such Tax Return, notify Buyer the Shareholders in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller Shareholders shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller the Shareholders are unable to reach such agreement within ten (10) days after receipt by Buyer the Shareholders of such notice, the disputed items shall be resolved by a nationally recognized accounting firm mutually selected the Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants Shareholders (the “Independent AccountantAccounting Referee”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant Accounting Referee shall be final. The Independent Accountant Accounting Referee shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant Accounting Referee is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer the Shareholders and then amended to reflect the Independent AccountantAccounting Referee’s resolutionresolution following the filing of the same (with the costs and expenses of such amended filing allocated pursuant to the sentence that follows). The costs, fees and expenses of the Independent Accountant Accounting Referee shall be borne equally by Buyer Buyer, on the one hand, and Sellerthe Shareholders, on the other hand, in such amount(s) as shall be determined by the Accounting Referee based on the proportion that the aggregate amount of disputed items submitted to the Accounting Referee that is unsuccessfully disputed by Buyer, on the one hand, or such Shareholder, on the other hand, as determined by the Accounting Referee, bears to the total amount of such disputed items so referred to the Accounting Referee for resolution. The preparation and filing of any Tax Return of any member of the Company Group Companies that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

Tax Covenants. (a) Without the prior written consent of BuyerPurchaser, Seller and SED (and, prior to the Closing, each member of the Company Group, its Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of to the Company GroupCompanies, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer Purchaser or any member of the Company Group Companies in respect of any Post-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any liability for any Tax resulting from any action of Seller, SED, any member of the Company Group, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company Group) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Seller and Purchaser when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer Purchaser shall cooperate with respect thereto as necessary). (c) Buyer Seller shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group Companies after the Closing Date with respect to a Pre-Closing Tax PeriodPeriod other than Tax Returns for Sales Taxes. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer Seller to Seller Purchaser (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 days prior to the due date (including extensions) of such Tax Return. If Seller Purchaser objects to any item on any such Tax Return, it shall, within ten 15 days after delivery of such Tax Return, notify Buyer Seller in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer Purchaser and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer Purchaser and Seller are unable to reach such agreement within ten 15 days after receipt by Buyer Seller of such notice, Buyer and Seller the disputed items shall appoint be resolved by mutual agreement the office of an impartial a nationally recognized accounting firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants selected by Seller and reasonably acceptable to Purchaser (the “Independent Accountant”"Accounting Referee") who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant Accounting Referee shall be final. The Independent Accountant Accounting Referee shall resolve any disputed items within twenty 20 days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant Accounting Referee is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer Seller objections and then amended to reflect the Independent Accountant’s Accounting Referee's resolution. The costs, fees and expenses of the Independent Accountant Accounting Referee shall be borne equally by Buyer Purchaser and Seller. The preparation and filing of any Tax Return of any member of the Company Group Companies that does not relate to a Pre-Closing Tax Period and any Tax Return for Sales Taxes shall be exclusively within the control of BuyerPurchaser, and Purchaser shall be solely responsible for the Taxes and Sales Taxes in respect of such Tax Returns.

Tax Covenants. (a) Without Prior to the Closing, without the prior written consent of Buyer, Seller and SED (and, prior to the Closing, each member of the Company GroupCompany, its Affiliates Affiliates, the Stockholders and their respective Representatives) Representatives shall not, to the extent it may affect, or relate to, any member of the Company GroupCompany, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED The Company agrees that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of Sellerthe Company, SED, any member of the Company Group, their its Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company GroupCompany) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid in equal proportions by Seller (i) Tenax, on the one hand, and (ii) jointly and severally by the Stockholders, on the other hand, when due. Seller The Stockholder Representative shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to a Pre-Closing Tax PeriodPeriod other than income Tax Returns with respect to periods for which the Company was classified as a “partnership” for federal income tax purposes. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller the Stockholder Representative (together with schedules, statements and, to the extent requested by Sellerthe Stockholder Representative, supporting documentation) at least 45 days prior to the due date (including extensions) of such Tax Return. If Seller the Stockholder Representative objects to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller the Stockholder Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller the Stockholder Representative are unable to reach such agreement within ten days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellerthe Stockholders. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer, other than an income Tax Return with respect to any period for which the Company was classified as a “partnership” for federal income tax purposes. (d) Buyer will continue at least one significant historic business line of the Company, or use at least a significant portion of the Company’s historic business assets in a business, each within the meaning of Treasury Regulation section 1.368-1(d), except that Buyer may transfer the Company’s historic business assets (i) to a corporation that is a member of Buyer’s “qualified group,” within the meaning of Treasury Regulation section 1.368-1(d)(4)(ii), or (ii) to a partnership if (A) one or more members of Buyer’s “qualified group” has active and substantial management functions as a partner with respect to the Company’s historic business or (B) members of Buyer’s “qualified group” in the aggregate own an interest in the partnership representing a significant interest in the Company’s historic business, in each case within the meaning of Treasury Regulation section 1.368-1(d)(4)(iii). (e) Each of Buyer and the Company will include a statement that complies with the requirements of Treasury Regulation section 1.368-3(a) with its federal income Tax Return for the year of the reorganization and will retain the information required to comply with Treasury Regulation section 1.368-3(d).

Tax Covenants. (a) Without the prior written consent of BuyerBuyer (which will not be unreasonably withheld, Seller and SED (andconditioned or delayed), prior to the Closing, each member of the Company Group, its Affiliates and their respective Representatives) Shareholders shall not, to the extent it may affect, or relate to, any member of the Company GroupCompany, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any liability for any Tax resulting from any action of Seller, SED, any member of the Company Group, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company Group) against any such Tax or reduction of any Tax asset. (b) Without the prior written consent of the Shareholder Representative (which consent will not be unreasonably withheld or delayed), Buyer shall not, and shall not cause or permit the Company or its Affiliates to (i) amend any Tax Returns filed with respect to any Tax year ending on or before the First Closing Date (or with respect to any Straddle Period) or (ii) make any Tax election that has retroactive effect to any such Tax year (or to any Straddle Period). (c) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller Shareholders when due. Seller Each Shareholder shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (cd) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the First Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller Shareholders (together with schedules, statements and, to the extent requested by Sellerthe Shareholders, supporting documentation) at least 45 days prior to the due date (including extensions) of such Tax Return. If Seller objects Shareholders object to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller Shareholders shall negotiate in good faith and use their commercially reasonable best efforts to resolve such items. If Buyer and Seller Shareholders are unable to reach such agreement within ten days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellerthe Shareholders. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED (and, prior to the Closing, each member of the Company GroupCompany, its Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company Groupeither Company, for a Pre-Closing Tax Period, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction other than as is consistent with past practice. Except with the prior written consent of Seller, such consent to not be unreasonably withheld, Buyer shall not and shall procure that would have the effect of increasing the Companies shall not file or cause to be filed any amended Tax liability or reducing Return for any Tax asset of Buyer or any member of the Company Group in respect of any PostPre-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any liability for period, or file any Tax resulting from any action of SellerReturn for a Pre-Closing Tax Period in a jurisdiction in which the Companies did not previously file a Tax Return, SED, any member except as otherwise required pursuant to a Third-Party Claim (as defined in the Indemnification Agreement) conducted in accordance with the terms of the Company Group, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company Group) against any such Tax or reduction of any Tax assetIndemnification Agreement. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller Buyer when due. Seller Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer Seller shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the each Company Group after the Closing Date with respect to a Pre-Closing Tax Period; provided that Seller shall prepare any federal or state income Tax Return with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by such past practice is not in accordance with Law) and without a change of any election or any accounting method and shall be copy thereof submitted by Buyer to Seller (together with schedules, statements and, the preparing party to the extent requested by Seller, supporting documentation) other party for its review and comment at least 45 30 days prior to the due date (including extensions) of such Tax Return. If ; provided that, if the income Tax Returns prepared by Seller objects and submitted to Buyer for review include any item business operations and activities of Seller other than with respect to the Companies, they shall be prepared on any such a pro-forma basis that shall only include the business operations and activities of the Companies, with a copy of the actual Tax Return, it shall, within Returns to be provided to Buyer at least ten (10) days after delivery prior to the due date (including extensions) of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objectionReturns. If a notice of objection The preparing party shall be duly delivered, Buyer and Seller shall negotiate consider in good faith any comments, but shall not be required to make any changes unless such changes are necessary to cause such Tax Returns to be consistent with the past practices of the Companies or the Seller with respect to the Companies. (d) The Parties hereby agree and use acknowledge that the sale of Units shall, for federal and state income Tax purposes, be treated as the sale and purchase of the assets of each Company. The Purchase Price (and any other relevant items for Tax purposes) shall be allocated among the respective assets of each Company in accordance with Code Section 1060 and the regulations thereunder and consistent with their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by Buyer fair market values in accordance with the principles set forth in Section 6.01(d) of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants Disclosure Schedules (the “Independent AccountantAllocation”). With five (5) whodays of the final determination of Closing Working Capital, acting as experts Buyer shall deliver to Seller a draft of the Allocation prepared in accordance with principles set forth in Section 6.01(d) of the Disclosure Schedules for the Seller’s review and not arbitratorsapproval. In the event of any dispute regarding the Allocation, the dispute resolution principles of Section 2.04(c) shall resolve apply. Buyer and the disputed itemsSeller will file any Tax Returns, including Form 8594, and any determination by the Independent Accountant other governmental filings, and all positions in any administrative or judicial proceeding shall be final. The Independent Accountant shall resolve made, on a basis consistent with the Allocation of fair market value, as finally determined. (e) In the event any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally Companies receives any refund of Taxes (whether by Buyer and Seller. The preparation and filing direct receipt of any money or the application of such refund as a payment of Taxes for a Post-Closing Tax Return of any member of the Company Group that does not relate to Period) for a Pre-Closing Tax Period to the extent paid by the Company prior to the Closing or indemnified by the Seller, other than a refund attributable to any carryback of net operating losses generated in a period subsequent to the Closing Date, Buyer shall be exclusively within promptly pay an amount equal to such refund to the control Seller, less any out-of-pocket reasonable costs or Taxes incurred by Buyer or the Companies as the result of Buyerthe receipt of such Tax refund, but only to the extent not taken into account for purposes of the Closing Adjustment or Post-Closing Adjustment.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED Sellers (and, prior to the Closing, each member of the Company GroupCompany, its and Cana Pharmaceuticals and their Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company Groupand Cana Pharmaceuticals, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group and Cana Pharmaceuticals in respect of any Post-Closing Tax Period. Each of Seller and SED agrees Sellers agree that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of Seller, SED, any member of the Company Groupand Cana Pharmaceuticals, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company Groupand Cana Pharmaceuticals) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller Sellers when due. Seller Sellers shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group and Cana Pharmaceuticals after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 days prior to the due date (including extensions) of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyermethod.

Tax Covenants. (a) Without the prior written consent of BuyerParent, Seller and SED (and, prior to the Closing, each member of the Company Group, its Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company Group, not make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer Parent or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller The Company and SED agrees the Company Shareholder agree that neither Buyer nor DSS Parent is to have any no liability for any Tax resulting from any action of Seller, SED, any member of the Company GroupShareholder, their Affiliates or any of their respective RepresentativesRepresentatives or, prior to the Closing, the Company, and agrees agree to indemnify and hold harmless Buyer and DSS Parent (and, after the Closing Date, any member of the Company GroupCompany) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller the Company Shareholder when due. Seller The Company Shareholder shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer Parent shall cooperate with respect thereto as necessary). (c) Buyer Parent shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer Parent to Seller the Company Shareholder (together with schedules, statements and, to the extent requested by Sellerthe Company Shareholder, supporting documentation) at least 45 forty-five (45) calendar days prior to the due date (including extensions) of such Tax Return. If Seller the Company Shareholder objects to any item on any such Tax Return, it the Company Shareholder shall, within ten (10) calendar days after delivery of such Tax Return, notify Buyer Parent in writing that it the Company Shareholder so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer Parent and Seller the Company Shareholder shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer Parent and Seller the Company Shareholder are unable to reach such agreement within ten (10) calendar days after receipt by Buyer Parent of such notice, Buyer and Seller the disputed items shall appoint be resolved by mutual agreement the office of an impartial a nationally recognized accounting firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants jointly selected by Parent and the Company Shareholder (the “Independent AccountantAccounting Referee”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant Accounting Referee shall be final. In the event that Parent and the Company Shareholder cannot agree on the identity of an Accounting Referee within ten (10) days of the commencement on such efforts to agree, each of Parent and the Company Shareholder shall select one party meeting the requirements of an “Accounting Referee” above, and those two parties shall jointly select the party who shall act as the Accounting Referee. The Independent Accountant Accounting Referee shall resolve any disputed items within twenty (20) calendar days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant Accounting Referee is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer Parent and then amended to reflect the Independent AccountantAccounting Referee’s resolution. The costs, fees and expenses of the Independent Accountant Accounting Referee shall be borne equally by Buyer Parent and Sellerthe Company Shareholder. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of BuyerParent.

Tax Covenants. (a) Without the prior written consent of Buyer, no Seller and SED shall (and, prior to the Closing, each member of the Company GroupCompany, its Affiliates and their respective Representatives) shall not), to the extent it may affect, or relate to, any member of the Company GroupCompany, make, change or rescind any Tax election, change any accounting method or Tax reporting policy or procedure, settle or compromise any tax liability, agree to any extension of the statute of limitations in connection with any action related to Taxes, fail to file any Tax Return when due or fail to cause such Tax Returns when filed to be complete and accurate in all respects, fail to pay any amount of Taxes when due, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of such Seller, SEDthe Company, any member of the Company Group, their its Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company GroupCompany) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (Documents, including any real property transfer Tax and any other similar Tax, (each such Tax, a “Transfer Tax”) shall be borne and paid by Seller Sellers when due. Seller The Sellers’ Representative shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessaryjoin in the execution of any such Tax Return and other documentation, if required by applicable Law ). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to (i) a Pre-Closing Tax Period and (ii) any taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”). Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller Sellers’ Representative (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 twenty (20) days prior to the due date (including extensions) of such Tax ReturnReturn for Sellers’ Representative review and comment. If Seller objects Buyer shall not file any such Tax Returns without Sellers’ Representative’s prior consent, not to be unreasonably withheld or delayed and will reflect any item reasonable comments made thereto by Sellers Representative. Sellers’ Representative shall pay (on behalf of Sellers) no later than ten (10) days prior to the due date thereof the amount of any Taxes reported on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

Tax Covenants. (aA) Without The Sellers will timely cause to be prepared and filed by the prior written consent Company all Tax Returns of Buyer, Seller and SED (and, the Company with respect to any Taxable period ending on or prior to the Closing, each member of the Company Group, its Affiliates Closing Date and their respective Representatives) shall not, to the extent it may affecttimely pay, or relate tocause to be paid by the Company, any member of the Company Group, make, change or rescind any consistently with past practice EXECUTION when due all Taxes relating to such Tax election, amend Returns. If any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any liability for any Tax resulting from any action of Seller, SED, any member of the Company Group, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after has not been filed before the Closing Date, before filing such Tax Return, the Sellers will provide the Buyer with a substantially final draft of such Tax Return at least fifteen Business Days prior to the due date for filing such Tax Return, and the Buyer will have the right to review such Tax Return prior to the filing of such Tax Return. The Buyer will notify the Sellers of any member objections the Buyer may have to any items set forth in such draft Tax Returns, and the Buyer and the Sellers agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns will be prepared or completed in a manner consistent with prior practice of the Sellers and the Company with respect to Tax Returns concerning the income, properties or operations of the Company Group) against any (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Buyer prior to the filing of such Tax or reduction of any Tax assetReturns. (bB) All The Buyer will have the right to represent the interests of the Company in any Tax audit or administrative or court proceeding relating to any Tax Returns (including any proceeding relating to the Company for periods prior to the Closing Date). (C) The Buyer shall have received from the Sellers, on or before the Closing Date, an affidavit to the effect that the Seller is not a "foreign person" within the meaning of Code Section 1445. If, on or before the Closing Date, the Buyer shall not have received such affidavit from the Sellers, the Buyer may withhold from the Purchase Price payable at Closing to the Sellers pursuant to this Agreement such sums as are required to be withheld under Section 1445 of the Code. (D) The Sellers will be liable for, and will pay when due (i) any transfer, gains, documentary, sales, use, registration, stamp, registration, value added or other similar Taxes payable by reason of the transactions contemplated by this Agreement or attributable to the sale, transfer or delivery of the Shares under this Agreement, and (ii) other Taxes imposed on Sellers or any former shareholder of the Company for which the Buyer or the Company is held liable. Other than in the case of Tax Returns and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns documentation that is required to be filed by any member of the Company Group after the Closing Date Date, the Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to a Pre-all such Taxes. (E) After the Closing Date, the Buyer will not amend any of the Company's or the Subsidiary's Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 days Returns filed prior to the due date (including extensions) of Closing Date without affording the Sellers' Representative an opportunity to review and object to such Tax Returnamended returns. If Seller objects the Buyer and the Sellers' Representative are not able to resolve any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing disputes that it so objects, specifying may arise with particularity any such item and stating the specific factual or legal basis for respect to any such objection. If a notice of objection shall be duly delivered, then the Buyer and Seller the Sellers' Representative shall negotiate submit the items remaining in good faith and use their reasonable best efforts dispute to resolve such items. If Buyer and Seller are unable the Independent Accountants for resolution pursuant to reach such agreement within ten days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed itemsprocedure set forth in, and any determination by subject to the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Returnterms of, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of BuyerSection 1.6.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED (and, prior to the Closing, each member of the Company GroupAcquired Companies, its their Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of Acquired Company or the Company GroupPlant, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of Acquired Company or the Company Group Plant in respect of any Post-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of Seller, SED, any member of the Company GroupAcquired Company, their Affiliates or any of their respective RepresentativesRepresentatives without the consent of Buyer required by this Section, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company GroupAcquired Companies) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Acquired Company Group after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 forty-five (45) days prior to the due date (including extensions) of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten (10) days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten (10) days after receipt by Buyer Bxxxx of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer Bxxxx and Seller. The preparation and filing of any Tax Return of any member of the Acquired Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED (and, prior to the Closing, each member of the Company GroupCompany, its their Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company GroupCompany, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED agrees Sellers agree that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of SellerSellers, SED, any member of the Company GroupCompany, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company GroupCompany) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents other Transaction Documents, with the exception of the Note (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its his own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 days prior to the due date (including extensions) of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm selected by Buyer and reasonably acceptable to Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent AccountantAccounting Referee”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant Accounting Referee shall be final. The Independent Accountant Accounting Referee shall resolve any disputed items within twenty 20 days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant Accounting Referee is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent AccountantAccounting Referee’s resolution. The costs, fees and expenses of the Independent Accountant Accounting Referee shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED Sellers (and, prior to the Closing, each member of the Company GroupCompany, its Affiliates and their respective Representativesrepresentatives) shall not, to the extent it may affect, or relate to, any member of the Company GroupCompany, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED agrees Sellers agree that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of SellerSellers, SEDthe Company, any member of the Company Group, their its Affiliates or any of their respective Representativesrepresentatives, and agrees agree to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company GroupCompany) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller Sellers when due. Seller Sellers shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to the Seller Representative (together with schedules, statements and, to the extent requested by Sellerthe Seller Representative, supporting documentation) at least 45 days prior to the due date (including extensions) of such Tax Return. If the Seller Representative objects to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and the Seller Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and the Seller Representative are unable to reach such agreement within ten days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm selected by Buyer and reasonably acceptable to Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent AccountantAccounting Referee”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant Accounting Referee shall be final. The Independent Accountant Accounting Referee shall resolve any disputed items within twenty 30 days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant Accounting Referee is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s Accounting Referee's resolution. The costs, fees and expenses of the Independent Accountant Accounting Referee shall be borne equally by Buyer and SellerSellers. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

Tax Covenants. (a) Without After the prior written consent Closing Date, ARAC, the Company and the Shareholders shall provide each other with such cooperation and information as any party reasonably may request in (A) filing any Tax return, amended return or claim for refund, (B) determining any Tax liability or a right to refund of BuyerTaxes, Seller (C) conducting or defending any audit or other proceeding in respect of Taxes or (D) effectuating the terms of this Agreement. The parties shall retain all returns, schedules and SED work papers, and all material records and other documents relating thereto, until the expiration of the statute of limitation (and, prior to the Closing, each member of the Company Group, its Affiliates and their respective Representatives) shall not, to the extent it notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such returns and other documents are offered and delivered to the Company, the Shareholders or ARAC, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 6.1 shall be kept confidential, except as may affectbe otherwise necessary in connection with filing any Tax return, amended return, or relate toclaim for refund, determining any member of the Company Group, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing right to refund of Taxes, or in conducting or defending any Tax asset of Buyer audit or any member of the Company Group other proceeding in respect of any Post-Closing Tax PeriodTaxes. Each of Seller and SED agrees that neither Buyer nor DSS is to have any liability for any Tax resulting from any action of SellerNotwithstanding the foregoing, SED, any member none of the Company GroupCompany, their Affiliates ARAC or the Shareholders, nor any of their respective Representativesaffiliates, and agrees shall be required unreasonably to indemnify and hold harmless Buyer and DSS (andprepare any document, after the Closing Dateor determine any information not then in its possession, any member of the Company Group) against any such Tax or reduction of any Tax assetin response to a request under this Section 6.1. (b) All The Company shall be liable for, and shall pay when due, (i) any transfer, gains, documentary, sales, use, registration, stamp, registration, value added and or other such similar Taxes and fees (including any penalties and interest) incurred in connection with payable by reason of the transactions contemplated by this Agreement or attributable to the sale, transfer or delivery of the Assets hereunder, and (ii) other Taxes imposed on the Company or any Shareholder or former shareholder of the Company for which ARAC is held liable. The Company and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller Shareholders shall, at its their own expense, timely file any all necessary Tax Return or returns and other document documentation with respect to all such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary)Taxes. (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return The Purchase Price shall be prepared allocated among the Purchased Assets in a the manner set forth on Schedule 6.1 and the parties agree to timely file IRS Form 8594 consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 days prior to the due date (including extensions) of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of BuyerSchedule.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED Sellers (and, prior to the Closing, each member of the Company GroupCompany, its the Subsidiaries, their Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company Group, not make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax ReturnReturn (except to the extent consistent with past practices), take any action, omit to take any action or enter into any other transaction (excluding any transaction entered into in the ordinary course of business), in each case that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer Buyer, the Company or any member of the Company Group Subsidiary in respect of any Post-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any liability for any Tax resulting from any action of Seller, SED, any member of the Company Group, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company Group) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller Buyer when due. Seller Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer Sellers shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to a Pre-Closing Tax Period, except for income Tax Returns which Sellers shall prepare or cause to be prepared. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer the preparing party to Seller the other party (together with schedules, statements and, to the extent requested by Sellerthe other party, supporting documentation) at least 45 forty-five (45) days prior to the due date (including extensions) of such Tax Return. If Seller objects Sellers or Buyer, as applicable, object to any item on any such Tax Return, it the objecting party shall, within ten fifteen (15) days after delivery of such Tax Return, notify Buyer the preparing party in writing that it they so objectsobject, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller Sellers shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller Sellers are unable to reach such agreement within ten five (5) days after receipt by Buyer of such notice, the disputed items shall be resolved by the New York office of Deloitte & Touche LLP or, if Deloitte & Touche is unable to serve, Buyer and Seller Sellers shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Sellers’ Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer or Sellers, as applicable, and then amended amended, if necessary, to reflect the Independent Accountant’s 's resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally 50/50 by Buyer and SellerSellers. The preparation and filing of any Tax Return of any member of the Company Group and the Subsidiaries that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

Tax Covenants. (a) Without the prior written consent of BuyerAcquiror, Seller and SED (and, prior to the Closing, each member of the Company Group, its Affiliates and their respective Representatives) shall notno Transferor shall, to the extent it may affect, or relate to, any member of the Company GroupGroup Company, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer Acquiror or any member of the Group Company Group in respect of any taxable period ending after the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period beginning on and including the Closing Date (“Post-Closing Tax Period”). Each of Seller and SED Transferor agrees that neither Buyer nor DSS none of Parent, Acquiror or the Group Companies is to have any liability for any Tax resulting from any action of Sellersuch Transferor, SED, any member of the Company Group, their its Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer Parent, Acquiror and DSS (and, after the Closing Date, any member of the Company Group) Group Companies against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller the Transferors when due. Seller Each Transferor shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer Acquiror shall cooperate with respect thereto as necessary). (c) Buyer The Transferors’ Representative shall prepare, or cause to be prepared, all income Tax Returns required to be filed by any member of the Company Group Companies on a consolidated basis after the Closing Date with respect to a “taxable period” ending on or before the Closing Date, and Acquiror shall prepare all other Tax returns required to be filed by the Group Companies after the Closing Date. (d) Any Tax Return required to be filed by the Group Companies after the Closing Date with respect to a “taxable period” ending on or before the Closing Date and with respect to any taxable period beginning before and ending after the Closing Date (the portion of such taxable period ending on and including the Closing Date (“Pre-Closing Tax Period. Any such Tax Return ”)) shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method method. All Tax Returns prepared by Acquiror for Pre-Closing Tax Periods and shall be submitted by Buyer Acquiror to Seller the Transferors’ Representative (together with schedules, statements and, to the extent requested by Sellerthe Transferors’ Representative, supporting documentation) at least 45 forty-five (45) days prior to the due date (including extensions) of such Tax Return. If Seller the Transferors’ Representative objects to any item on any such Tax Return, it shall, within ten (10) days after delivery of such Tax Return, notify Buyer Acquiror in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer Acquiror and Seller the Transferors’ Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer Acquiror and Seller the Transferors’ Representative are unable to reach such agreement within ten (10) days after receipt by Buyer Acquiror of such notice, Buyer and Seller the disputed items shall appoint be resolved by mutual agreement the office of an impartial a nationally recognized accounting firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants selected by Acquiror and reasonably acceptable to the Transferors’ Representative (the “Independent AccountantAccounting Referee”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant Accounting Referee shall be final. The Independent Accountant Accounting Referee shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant Accounting Referee is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer Acquiror and then amended to reflect the Independent AccountantAccounting Referee’s resolution. The costs, fees and expenses of the Independent Accountant Accounting Referee shall be borne equally by Buyer Acquiror, on the one hand, and Sellerthe Transferors’ Representative, on the other hand, in such amount(s) as shall be determined by the Accounting Referee based on the proportion that the aggregate amount of disputed items submitted to the Accounting Referee that is unsuccessfully disputed by Acquiror, on the one hand, or the Transferors’ Representative, on the other hand, as determined by the Accounting Referee, bears to the total amount of such disputed items so referred to the Accounting Referee for resolution. The preparation and filing of any Tax Return of any member of the Company Group Companies that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of BuyerAcquiror.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED Sellers shall not (and, prior to the Closing, each member none of the Company GroupCompany, its either Subsidiary or their respective Affiliates and their respective Representatives) shall notRepresentatives shall), to the extent it may affect, or relate to, any member of the Company Groupor either Subsidiary, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of Buyer, the Company Group or either Subsidiary in respect of any Post-Closing Tax Period. Each of Seller and SED agrees Sellers agree that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of SellerSellers, SEDthe Company, any member of the Company Group, either Subsidiary or their respective Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member each of the Company GroupElevation and EBIP) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement Agreement, the Restructuring Documents and the Ancillary other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller Sellers when due. Seller Sellers’ Representative shall, at its own Sellers’ expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Sellers’ Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns required to be filed for the Company and each Subsidiary for all periods ending on or prior to the Closing Date which are filed after the Closing Date, and shall timely pay all Taxes showing as due thereon. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Sellers’ Representative to Buyer (together with schedules, statements and, to the extent requested by Buyer, supporting documentation) no later than forty-five (45) days prior to the due date thereof, and Sellers’ Representative shall permit Buyer to approve each such Tax Return prior to filing, which approval shall not be unreasonably withheld, conditioned, or delayed. (d) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group and each Subsidiary after the Closing Date with respect to a Pre-Closing Tax Straddle Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller Sellers’ Representative (together with schedules, statements and, to the extent requested by SellerSellers’ Representative, supporting documentation) at least 45 thirty (30) days prior to the due date (including extensions) of such Tax Return. If Seller Sellers’ Representative objects to any item on any such Tax ReturnReturn that relates to portions of the Straddle Period applicable to periods on or before the Closing Date (under the methodology set forth in Section 6.04), it he shall, within ten (10) days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be is duly delivered, Buyer and Seller Sellers’ Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller Sellers’ Representative are unable to reach such agreement within ten (10) days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees fees, and expenses of the Independent Accountant shall be borne equally by Buyer and SellerSellers’ Representative (on behalf of Sellers). The preparation and filing of any Tax Return of any member of the Company Group or either Subsidiary for any taxable period that does not relate to a Pre-begins after the Closing Tax Period Date shall be exclusively within the control of Buyer.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED Sellers (and, prior to the Closing, each member of the Company GroupCompany, its Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company GroupCompany, make, change or rescind any Tax electionelection or otherwise change its accounting periods, methods, principles or practices, amend any Tax Return or take any position on any Tax Return, settle or compromise any Tax claim or assessment relating to the Company, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED agrees Sellers agree that neither Buyer nor DSS is to have any no liability for any Tax resulting from any action of any Seller, SEDthe Company, any member of the Company Group, their or its Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company GroupCompany) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller Sellers (together with schedules, statements and, to the extent requested by SellerSellers, supporting documentation) at least 45 forty-five (45) days prior to the due date (including extensions) of such Tax Return. If any Seller objects to any item on any such Tax Return, it Sellers shall, within ten (10) days after delivery of such Tax Return, notify Buyer in writing that it Sellers so objectsobject, specifying with particularity any such item and stating the specific factual or and legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller Sellers shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller Sellers are unable to reach such agreement within ten (10) days after receipt by Buyer Xxxxx of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer Xxxxx, on the one hand, and SellerSellers, on the other hand. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer. Sellers shall bear and be responsible for all Pre-Closing Taxes of the Company and for all Taxes imposed on Sellers as a result of the sale of the Shares under this Agreement.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED (and, prior to the Closing, each member of shall cause the Company Group, its Affiliates and their respective Representatives) shall notnot to, to the extent it may affect, affect or relate to, any member of to the Company Group, Company: (i) make, change change, or rescind any Tax election, ; (ii) amend any Tax Return or Return; (iii) take any position on any Tax Return, ; or (iv) take any action, omit to take any action action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group Company, in respect of any Post-taxable period that begins after the Closing Tax Date or, in respect of any taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period. Each ”), the portion of Seller and SED agrees that neither Buyer nor DSS is to have any liability for any Tax resulting from any action of Seller, SED, any member of the Company Group, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, Straddle Period beginning after the Closing Date, any member of the Company Group) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (other Transaction Documents, including any real property in connection with the transfer Tax and any other similar Tax) of the Real Property, shall be borne and paid fifty percent (50%) by Seller and fifty percent (50%) by Buyer when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to a Pre-any taxable period or portion thereof ending on or before the Closing Date and all Straddle Period Tax PeriodReturns. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Lawapplicable law) and without a change of any election or any accounting method method. The Company and shall be submitted by Seller will timely provide all necessary information to Buyer to Seller (together assist with schedulesXxxxxx’s preparation of any pre-Closing Tax Returns and Straddle Period Tax Returns. Such information shall include, but is not limited to, copies of the Company’s 2021 and 2022 Tax Returns, financial statements andand trial balances for the Straddle Period, and detailed fixed asset records. Prior to the extent requested by Seller, supporting documentation) at least 45 days prior to the due date (including extensions) of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Returns prepared by Seller in connection with this Section 4.18, Seller shall provide Buyer with a copy of such Tax Return for review and approval, with such approval not to be unreasonably withheld, conditioned or delayed. (d) In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods (as below) for purposes of this Agreement shall be: (i) in the case of Taxes: (A) based upon, or related to, income, receipts, profits, wages, capital, or net worth; (B) imposed in connection with the sale, transfer, or assignment of property; or (C) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing Date; and (ii) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period. (e) In addition to Seller’s indemnification obligations in Article 8, Seller shall, except to the extent such Taxes are taken into account in the determination of the Reviewed Balance Sheet or otherwise in the Final Purchase Price indemnify and hold harmless the Company and the Buyer Indemnified Parties from and against (i) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods (as defined below); (ii) all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company Group (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (iii) any and all Taxes of any person or entity imposed on the Company arising under the principles of transferee or successor xxxxxxxxx or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, Seller shall reimburse Buyer for any Taxes of the Company that does not relate are the responsibility of Seller pursuant to a this Section 4.18 within ten business days after payment of such Taxes by Buyer or the Company. The term “Pre-Closing Tax Period Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date. Tax refunds actually received by Buyer or the Company for Pre-Closing Tax Periods not included in the Financial Statements and any amounts credited against Taxes actually realized by Buyer or the Company that relate or are attributable to the Company with respect to any Pre-Closing Tax Periods shall be exclusively within the control of Buyerpromptly paid to Seller.

Tax Covenants. (a) Without the prior written consent of Buyer, Seller and SED (and, prior to the Closing, each member of the Company Group, its Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, any member of the Company Group, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or any member of the Company Group in respect of any Post-Closing Tax Period. Each of Seller and SED agrees that neither Buyer nor DSS is to have any liability for any Tax resulting from any action of Seller, SED, any member of the Company Group, their Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer and DSS (and, after the Closing Date, any member of the Company Group) against any such Tax or reduction of any Tax asset. (b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary). (c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by any member of the Company Group after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 45 days prior to the due date (including extensions) of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by Buyer of such notice, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or BuyerBxxxx’s Accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the disputed items, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer Bxxxx and Seller. The preparation and filing of any Tax Return of any member of the Company Group that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.