Common use of Tax Filing Clause in Contracts

Tax Filing. (a) The Selling Shareholder shall bear and pay any Taxes assessed by the applicable PRC Tax Authority in accordance with the Bulletin 7 for “indirect transfer of PRC taxable assets (间接转让中国应税财产)” by the Selling Shareholder (the “Bulletin 7 Taxes”), and the Selling Shareholder acknowledges that the Purchaser shall have no obligation to pay any Bulletin 7 Taxes. (b) The Selling Shareholder shall at its own cost, within thirty (30) days following the Closing Date, engage in discussions with the PRC Tax Authority and provide all information that are required by the PRC Tax Authority in connection therewith. Upon request by the Purchaser, the Selling Shareholder shall provide regular updates to the Purchaser as to the status of such discussions. (c) Notwithstanding anything in Section 5.3(b), unless the PRC Tax Authority determines otherwise in writing or reasonable documentary evidence proves otherwise, in each case relevant documents shall be provided to the Purchaser as soon as reasonably practicable, the Selling Shareholder shall file, or cause to be filed, with the PRC Tax Authority all such information and Tax returns within such period as are required under Bulletin 7 (the “PRC Tax Returns”), and such PRC Tax Returns shall be true, accurate and complete in all material respects. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such PRC Tax Returns to the Purchaser for its review no later than five (5) Business Days prior to filing such PRC Tax Returns, and (ii) consider in good faith any comments made by the Purchaser to the PRC Tax Returns, acting reasonably. Within five (5) days of filing the PRC Tax Returns, the Selling Shareholder shall provide the Purchaser with final, accurate copies of all such PRC Tax Returns that were filed, along with an acknowledgement or receipt in respect of the filing issued by the appropriate PRC Tax Authority or the original signature of the PRC Tax Authority on the duplicate of the PRC Tax Returns submitted evidencing that the filing has been made. (d) After such Tax filing, the Selling Shareholder shall promptly submit, or cause to be submitted, all documents supplementally requested by the PRC Tax Authority in connection with such Tax filing. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such documents to the Purchaser for its review no later than three (3) Business Days prior to the filing thereof, and (ii) consider in good faith any comments made by the Purchaser thereto, acting reasonably. The Selling Shareholder shall further provide the Purchaser with accurate copies of any official assessments of the PRC Tax Authority with respect to its PRC Tax Returns, if any, within five (5) days of receipt thereof. Upon request by the Purchaser, the Selling Shareholders shall give regular updates to the Purchaser as to the payment status of the Bulletin 7 Taxes. (e) The Selling Shareholder shall pay the Bulletin 7 Taxes timely and in full in accordance with the requirement of the Tax Authority and shall provide the Purchaser, as soon as reasonably practicable, with evidence that the Bulletin 7 Taxes have been paid in full and in time in the form of a receipt of payment issued by the Relevant PRC Tax Authority.

Tax Filing. (a) The Selling Shareholder MDA shall bear be responsible for causing to be prepared and pay filed all Tax Returns required or permitted by applicable Law to be filed by MDA or any Information Systems Subsidiary, with respect to taxable periods that end on or before the Closing Date (such periods, the “Pre-Closing Period” and such Tax Returns the “Pre-Closing Period Tax Returns”). MDA shall be responsible for the payments of any Taxes assessed and expenses (including professional fees incurred in connection with the preparation of filing of the Pre-Closing Period Tax Returns) with respect to the Pre-Closing Period Tax Returns. Any Tax Returns shall comply with the stipulation as set forth in Article 2. Representatives shall submit to Parent a draft of each Pre-Closing Period Tax Return that shall be prepared in a manner that is consistent with the applicable company’s practice at least 45 days prior to the due date (taking into account any extensions thereof) with respect to each Pre-Closing Tax Return that must be filed annually and at least 5 days prior to the due date with respect to the Pre-Closing Tax Returns that must be filed more frequently than annually. Such draft Tax Return shall be subject to Parent’s review and approval, acting reasonably. Parent may after receipt of such draft Tax Return (with supporting details) notify Representative of any disagreement with such Tax Return. If Parent notified Representative of any such disagreement, Parent and Representative shall proceed in good faith to attempt to resolve such disagreement. If they do not resolve such disagreement by the applicable PRC due date (including extensions) for the filing of such Tax Authority in accordance with Return, Representative shall cause the Bulletin 7 for “indirect transfer of PRC taxable assets (间接转让中国应税财产)” by the Selling Shareholder (the “Bulletin 7 Taxes”)Tax Return to be filed, and the Selling Shareholder acknowledges that Arbitrator shall be retained to resolve such disagreement. The principles of Section 3.3 with respect to the Purchaser scope and timing of determination, the effect of such determination, and the payment of the fees and expenses of the Arbitrator shall have no obligation to pay any Bulletin 7 Taxesapply. (b) The Selling Shareholder shall at its own cost, within thirty (30) days following After the Closing Date, engage each of Parent and MDA, and their respective representatives, shall (i) provide, or cause to be provided, to each other’s respective Subsidiaries, officers, employees, representatives and Affiliates, such assistance as may reasonably be requested by any of them in discussions connection with the PRC preparation of any Tax Authority Return or any audit of MDA in respect of which Parent and provide MDA, as the case may be, is responsible pursuant to this Section 6.14, (ii) retain, or cause to be retained, for so long as any such Taxable years or audits shall remain open for adjustments, any records or information which may be relevant to any such Tax Returns or audits, and (iii) compensate the other party for all information that are required reasonable out-of-pocket costs incurred by the PRC Tax Authority such other party in connection therewithwith providing any assistance requested pursuant to (i). Upon request by The assistance provided for in this Section 6.14 shall include each of Parent and MDA (x) making their agendas and employees and the Purchaseragendas and employees of their respective Subsidiaries and Affiliates available to each other on a mutually convenient basis to provide such assistance as might reasonably be expected to be of use in connection with any such Tax Returns or audits and (y) providing, the Selling Shareholder shall provide regular updates or causing to the Purchaser be provided, such information as might reasonably be expected to the status be of use in connection with any such discussionsTax Returns or audits, opinions, letters or memoranda, or other relevant materials relating thereto. (c) Notwithstanding anything in For purposes of Section 5.3(b)9.2, unless the PRC Tax Authority determines otherwise in writing or reasonable documentary evidence proves otherwise, in each case relevant documents shall be provided to the Purchaser as soon as reasonably practicable, the Selling Shareholder shall file, or cause to be filed, with the PRC Tax Authority all such information and Tax returns within such period as are required under Bulletin 7 (the “PRC Tax Returns”), and such PRC Tax Returns shall be true, accurate and complete in all material respects. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts the portion of such PRC Tax Returns any transaction-based Taxes, including income, payroll, sales, transfer and similar Taxes, with respect to a Straddle Period, that will be attributable to the Purchaser for its review no later than five (5) Business Days prior to filing portion of the taxable period ending on the Closing Date shall be determined on the basis of a deemed closing of the books as of the close of business on the Closing Date, provided that annual expenses such PRC Tax Returns, as depreciation will be prorated on a daily basis; and (ii) consider in good faith any comments made by the Purchaser to the PRC Tax Returns, acting reasonably. Within five (5) days of filing the PRC Tax Returns, the Selling Shareholder shall provide the Purchaser with final, accurate copies of all such PRC Tax Returns that were filed, along with an acknowledgement or receipt in respect of the filing issued by the appropriate PRC Tax Authority or the original signature of the PRC Tax Authority on the duplicate of the PRC Tax Returns submitted evidencing that the filing has been made. (d) After such Tax filing, the Selling Shareholder shall promptly submit, or cause to be submitted, all documents supplementally requested by the PRC Tax Authority in connection with such Tax filing. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such documents to the Purchaser for its review no later than three (3) Business Days prior to the filing thereof, and (ii) consider in good faith any comments made by the Purchaser thereto, acting reasonably. The Selling Shareholder shall further provide the Purchaser with accurate copies portion of any official assessments of the PRC Tax Authority other Taxes with respect to its PRC Tax Returnsa Straddle Period, if any, within five (5) days that will be attributable to the portion of receipt thereof. Upon request the taxable period ending on the Closing Date shall be equal to the product of such Taxes multiplied by the Purchasera fraction, the Selling Shareholders shall give regular updates to numerator of which is the Purchaser as to the payment status number of the Bulletin 7 Taxes. (e) The Selling Shareholder shall pay the Bulletin 7 Taxes timely and in full in accordance with the requirement of the Tax Authority and shall provide the Purchaser, as soon as reasonably practicable, with evidence that the Bulletin 7 Taxes have been paid in full and in time days in the form taxable period from the commencement of a receipt such period through and including the Closing Date, and the denominator of payment issued by which is the Relevant PRC Tax Authoritynumber of days in the entire period.

Tax Filing. (a) The Selling Shareholder shall bear and pay any Taxes assessed by the applicable PRC Tax Authority in accordance with the Bulletin 7 for “indirect transfer of PRC taxable assets (间接转让中国应税财产)” by the Selling Shareholder (the “Bulletin 7 Taxes”), and the Selling Shareholder acknowledges that the Purchaser shall have no obligation to pay any Bulletin 7 Taxes. (b) The Selling Shareholder shall at its own cost, within thirty (30) days following the Closing Date, engage in discussions with the PRC Tax Authority and provide all information that are required by the PRC Tax Authority in connection therewith. Upon request by the Purchaser, the Selling Shareholder shall provide regular updates to the Purchaser as to the status of such discussions. (c) Notwithstanding anything in Section 5.3(b), unless Unless the PRC Tax Authority determines otherwise in writing or reasonable documentary evidence proves otherwise, otherwise (in each which case the relevant documents shall be provided to the Purchaser as soon as reasonably practicable), the Selling Shareholder shall file, or cause to be filed, with the PRC Tax Authority all such information and Tax returns within such period as are required under Bulletin 7 (the “PRC Tax Returns”), and such PRC Tax Returns shall be true, accurate and complete in all material respects. . (c) The Selling Shareholder shall pay the Bulletin 7 Taxes timely and in full in accordance with the requirement of the PRC Tax Authority. (d) To the extent any Subject to applicable Law, Share is held directly by the Selling Shareholder or any Seller Holding Entity that is a PRC citizen (such Subject Share, an “Individual Held Share”), the Purchaser shall (i) provide drafts be entitled to deduct and withhold from the portion of the Purchase Price payable for such Individual Held Share an amount equal to 20% of such portion of the Purchase Price (the “Withheld Amount”) as the Purchaser is required to deduct and withhold according to applicable Laws, and the Selling Shareholder or the relevant Seller Holding Entity (as applicable) shall file, or cause to be filed, with the competent PRC Tax Returns Authority the relevant Tax filings, reports or returns in relation to the Purchaser for its review no later than five sale of such Individual Held Shares pursuant to applicable Laws (5) Business Days prior to filing such PRC the “Individual Tax Returns, and (ii) consider in good faith any comments made by the Purchaser to the PRC Tax Returns, acting reasonably”). Within five (5) days of filing the PRC Individual Tax Returns, the Selling Shareholder or the Relevant Seller Holding Entity shall provide the Purchaser with final, accurate copies of all such PRC Individual Tax Returns that were filed, along with an acknowledgement or receipt in respect of the filing issued by the appropriate PRC Tax Authority or the original signature of the PRC Tax Authority on the duplicate of the PRC Individual Tax Returns submitted evidencing that the filing has been made. . Within ten (d10) After such Tax filing, days after receipt of the Selling Shareholder shall promptly submit, or cause to be submitted, all documents supplementally requested tax payment certificate issued by the relevant PRC Tax Authority in connection with such Individual Tax filing. Subject Returns or other equivalent document evidencing completion of the tax payment, the Purchaser shall return the Withheld Amount to applicable Law, the Selling Shareholder shall (i) provide drafts of such documents to or the Purchaser for its review no later than three (3) Business Days prior to the filing thereof, and (ii) consider in good faith any comments made by the Purchaser thereto, acting reasonably. The Selling Shareholder shall further provide the Purchaser with accurate copies of any official assessments of the PRC Tax Authority with respect to its PRC Tax Returns, if any, within five (5) days of receipt thereof. Upon request by the Purchaser, the Selling Shareholders shall give regular updates to the Purchaser as to the payment status of the Bulletin 7 Taxes. (e) The Selling Shareholder shall pay the Bulletin 7 Taxes timely and in full in accordance with the requirement of the Tax Authority and shall provide the Purchaserrelevant Seller Holding Entity, as soon as reasonably practicable, with evidence that the Bulletin 7 Taxes have been paid in full and in time in the form of a receipt of payment issued by the Relevant PRC Tax Authorityapplicable.

Tax Filing. (a) 12.1 The Selling Shareholder Sellers agree that, as the seller of the Subject Shares and Subject Equity Interests, they are the taxpayer of and shall bear and pay any all Taxes assessed (except for Transfer Taxes) determined by the relevant PRC Tax Authority under Announcement 7 and other applicable laws of the PRC. 12.2 The Sellers shall, at its own expense, cause each Subsidiary, as soon as possible, truly, accurately and completely report all relevant information (including the full amount of Consideration) on the sale of the Subject Shares and Subject Equity Interests to the relevant PRC Tax Authority in accordance with Announcement 7 and other applicable laws of the Bulletin 7 for “indirect transfer of PRC taxable assets (间接转让中国应税财产)” by the Selling Shareholder (the “Bulletin 7 Taxes”), and the Selling Shareholder acknowledges that the PRC. The Purchaser shall have no obligation the right to pay review a copy of the Announcement 7 filing documents and documents in relation to any Bulletin 7 Taxes. (b) The Selling Shareholder shall at its own cost, within thirty (30) days following the Closing Date, engage in discussions with other Tax filing as required under applicable laws of the PRC Tax Authority and provide all information that are required by the Sellers intend to submit to the relevant PRC Tax Authority Authorities to ensure that such filing documents are made in connection therewithaccordance with Announcement 7 and other applicable laws of the PRC. Upon request by the Purchaser, the Selling Shareholder shall provide regular updates to the Purchaser as to the status of such discussions. (c) Notwithstanding anything in Section 5.3(b), unless the PRC Tax Authority determines otherwise in writing or reasonable documentary evidence proves otherwise, in each case relevant documents shall be provided to the Purchaser as soon as reasonably practicable, the Selling Shareholder shall file, or cause to be filed, with the PRC Tax Authority all such information and Tax returns within such period as are required under Bulletin 7 (the “PRC Tax Returns”), and such PRC Tax Returns shall be true, accurate and complete in all material respects. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such PRC Tax Returns to the Purchaser for its review no later than five (5) Business Days prior to filing such PRC Tax Returns, and (ii) consider in good faith any comments made by the Purchaser to the PRC Tax Returns, acting reasonably. Within five (5) days of filing the PRC Tax Returns, the Selling Shareholder The Sellers shall provide the Purchaser with final, accurate copies a copy of all such its written submission to the relevant PRC Tax Returns that were filed, along with an acknowledgement or receipt in respect Authorities and a copy of the filing acknowledgment receipt (非居民企业间接转让财产事项报告资料接收回执) issued by the appropriate relevant PRC Tax Authority or evidencing the original signature of submission, as soon as practicable after the PRC Tax Authority on the duplicate of the PRC Tax Returns submitted evidencing that the filing relevant submission has been made. 12.3 The Sellers shall: (da) After within such period of time as stipulated in the PRC tax payment certificates (中华人民共和国税收缴款书), cause such Tax filing, the Selling Shareholder shall promptly submit, or cause to be submitted, all documents supplementally requested by the PRC Tax Authority in connection with such Tax filing. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such documents to the Purchaser for its review no later than three (3) Business Days prior to the filing thereof, paid; and (iib) consider in good faith any comments made by the Purchaser thereto, acting reasonably. The Selling Shareholder shall further provide the Purchaser with accurate copies the Tax Payment Certificate. 12.4 The Sellers shall indemnify and hold the Purchaser harmless on demand from and against all Losses incurred or suffered by the Purchaser arising out of any official assessments or in relation to or in connection with the Sellers’ non-compliance with Announcement 7 and other applicable laws of the PRC Tax Authority with respect to its PRC Tax Returns, if any, within five (5) days of receipt thereof. Upon request by on the Purchaser, the Selling Shareholders shall give regular updates to the Purchaser as to the payment status sales of the Bulletin 7 TaxesSubject Shares and Subject Equity Interests. (e) The Selling Shareholder shall pay the Bulletin 7 Taxes timely and in full in accordance with the requirement of the Tax Authority and shall provide the Purchaser, as soon as reasonably practicable, with evidence that the Bulletin 7 Taxes have been paid in full and in time in the form of a receipt of payment issued by the Relevant PRC Tax Authority.

Tax Filing. (a) The Selling Shareholder shall bear and pay any Taxes assessed by the applicable PRC Tax Authority in accordance with the Bulletin 7 for “indirect transfer of PRC taxable assets (间接转让中国应税财产)” by the Selling Shareholder (the “Bulletin 7 Taxes”), and the Selling Shareholder acknowledges that the Purchaser shall have no obligation to pay any Bulletin 7 Taxes. (b) The Selling Shareholder shall at its own cost, within thirty (30) days following the Closing Date, engage in discussions with the PRC Tax Authority and provide all information that are required by the PRC Tax Authority in connection therewith. Upon request by the Purchaser, the Selling Shareholder shall provide regular updates to the Purchaser as to the status of such discussions. (c) Notwithstanding anything in Section 5.3(b), unless the PRC Tax Authority determines otherwise in writing or reasonable documentary evidence proves otherwise, in each case the relevant documents shall be provided to the Purchaser as soon as reasonably practicable, the Selling Shareholder shall file, or cause to be filed, with the PRC Tax Authority all such information and Tax returns within such period as are required under Bulletin 7 (the “PRC Tax Returns”), and such PRC Tax Returns shall be true, accurate and complete in all material respects. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such PRC Tax Returns to the Purchaser for its review no later than five (5) Business Days prior to filing such PRC Tax Returns, and (ii) consider in good faith any comments made by the Purchaser to the PRC Tax Returns, acting reasonably. Within five (5) days of filing the PRC Tax Returns, the Selling Shareholder shall provide the Purchaser with final, accurate copies of all such PRC Tax Returns that were filed, along with an acknowledgement or receipt in respect of the filing issued by the appropriate PRC Tax Authority or the original signature of the PRC Tax Authority on the duplicate of the PRC Tax Returns submitted evidencing that the filing has been made. (d) After such Tax filing, the Selling Shareholder shall promptly submit, or cause to be submitted, all documents supplementally requested by the PRC Tax Authority in connection with such Tax filing. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such documents to the Purchaser for its review no later than three (3) Business Days prior to the filing thereof, and (ii) consider in good faith any comments made by the Purchaser thereto, acting reasonably. The Selling Shareholder shall further provide the Purchaser with accurate copies of any official assessments of the PRC Tax Authority with respect to its PRC Tax Returns, if any, within five (5) days of receipt thereof. Upon request by the Purchaser, the Selling Shareholders Shareholder shall give regular updates to the Purchaser as to the payment status of the Bulletin 7 Taxes. (e) The Selling Shareholder shall pay the Bulletin 7 Taxes timely and in full in accordance with the requirement of the PRC Tax Authority and shall provide the Purchaser, as soon as reasonably practicable, with evidence that the Bulletin 7 Taxes have been paid in full and in time in the form of a receipt of payment issued by the Relevant PRC Tax Authority.

Tax Filing. (a) The Selling Shareholder shall bear Parties hereby acknowledge, covenant and pay any Taxes assessed by the applicable PRC Tax Authority in accordance with the Bulletin 7 for “indirect transfer of PRC taxable assets (间接转让中国应税财产)” by the Selling Shareholder (the “Bulletin 7 Taxes”agree that, subject to Section 6.9(c), and the Selling Shareholder acknowledges that (i) the Purchaser shall have no obligation to pay any Bulletin 7 TaxesTax of any nature that is required by applicable Law to be paid by any Selling Shareholder or its Affiliates or their respective direct and indirect partners, members and shareholders arising out of the transactions contemplated by this Agreement and the other Transaction Documents; and (ii) each Selling Shareholder agrees to bear and pay any Tax of any nature that is required by applicable Laws to be paid by it arising out of the transactions contemplated by this Agreement and the other Transaction Documents. (b) The Each of the Selling Shareholder shall Shareholders shall, at its their own costexpenses, as soon as possible within thirty (30) days following the Closing DateDate (and in any event within the period required by Circular 7), engage in discussions and the Purchaser shall assist each Selling Shareholder to, duly and properly make with the applicable PRC Taxing Authority (being the PRC Taxing Authority to which such filings are to be made pursuant to applicable Law) (the “Relevant PRC Tax Authority Authority”) the relevant Tax filings and provide all information disclosures that are required by (and shall make such filings and disclosures in accordance with the PRC Tax Authority requirements of) applicable Law (including Circular 7) in connection therewith. Upon request by the Purchaser, the Selling Shareholder shall provide regular updates to the Purchaser as to the status of such discussions. (c) Notwithstanding anything in Section 5.3(b), unless the PRC Tax Authority determines otherwise in writing or reasonable documentary evidence proves otherwise, in each case relevant documents shall be provided to the Purchaser as soon as reasonably practicable, the Selling Shareholder shall file, or cause to be filed, with the PRC Tax Authority all such information and Tax returns within such period as are required under Bulletin 7 (the “PRC Tax Returns”), and such PRC Tax Returns shall be true, accurate and complete in all material respectstransactions contemplated hereby. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such PRC Tax Returns to the Purchaser for its review no later than five (5) Business Days prior to filing such PRC Tax Returns, and (ii) consider in good faith any comments made by the Purchaser to the PRC Tax Returns, acting reasonably. Within five (5) days of filing the PRC Tax Returns, the Selling Shareholder shall provide the Purchaser with final, accurate copies of all such PRC Tax Returns that were filed, along with an acknowledgement or receipt in respect of the filing issued by the appropriate PRC Tax Authority or the original signature of the PRC Tax Authority on the duplicate of the PRC Tax Returns submitted evidencing that the filing has been made. (d) After such Tax filing, the each Selling Shareholder shall agrees to use its commercially reasonable efforts to promptly submit, or cause to be submitted, submit all documents supplementally requested by the Relevant PRC Tax Authority in connection with such Tax filing. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such documents to the Purchaser for its review no later than three (3) Business Days prior to the filing thereof, and (ii) consider in good faith any comments made by the Purchaser thereto, acting reasonably. The Selling Shareholder shall further provide the Purchaser with accurate copies of any official assessments of the PRC Tax Authority with respect to its PRC Tax Returns, if any, within five (5) days of receipt thereof. Upon request by the Purchaser, the Selling Shareholders shall give regular updates to the Purchaser and the Company as to the payment status of determination (and delivers to the Bulletin 7 TaxesPurchaser and the Company assessment notices, if any, issued by the Relevant PRC Tax Authority in connection with such determination). (ec) The To the extent that any Selling Shareholder shall is determined by the Relevant PRC Tax Authority to be required by applicable Law (including Circular 7) to pay the Bulletin 7 Taxes timely and in full in accordance connection with the requirement transactions contemplated by this Agreement, the Purchaser shall, within such period of time as required by the Relevant PRC Tax Authority, pay such Taxes out of the Tax Authority Withheld Amount for such Selling Shareholder in the Withheld Funds, and shall provide the Purchasersuch Selling Shareholder, as soon as reasonably practicable, with evidence that the Bulletin 7 such Taxes have been paid in full and in time in the form of a receipt of payment issued by the Relevant PRC Tax Authority, and the Withheld Amount for each Selling Shareholder in the Withheld Funds shall be deemed to have been reduced by the amount of Taxes paid for such Selling Shareholder. (d) The Purchaser shall indemnify and hold harmless such Selling Shareholder damages, costs, expenses, or liabilities arising out of, resulting from or in connection with the delay or failure of the Purchaser to pay Taxes out of the Withheld Amount for such Selling Shareholder as a result of the Purchaser’s willful act or gross negligent under Section 6.9(c) on behalf of such Selling Shareholder. (e) Notwithstanding anything in this Agreement to the contrary, each Founder shall cooperate with the Company as and to the extent reasonably requested by the Company in connection with the filing of any Tax Returns and in any threatened or actual proceeding with respect to Taxes, including the retention and (upon request) the provision of records.

Tax Filing. (a) The Selling Shareholder shall bear and pay any Taxes assessed by the applicable PRC Tax Authority in accordance with the Bulletin 7 for “indirect transfer of PRC taxable assets (间接转让中国应税财产)” by the Selling Shareholder (the “Bulletin 7 Taxes”), and the Selling Shareholder acknowledges that the Purchaser shall have no obligation to pay any Bulletin 7 Taxes. (b) The Selling Shareholder shall at its his own cost, within thirty (30) days following the Closing Date, engage in discussions with the PRC Tax Authority and provide all information that are required by the PRC Tax Authority in connection therewith. Upon request by the Purchaser, the Selling Shareholder shall provide regular updates to the Purchaser as to the status of such discussions. (c) Notwithstanding anything in Section 5.3(b), unless the PRC Tax Authority determines otherwise in writing or reasonable documentary evidence proves otherwise, in each case the relevant documents shall be provided to the Purchaser as soon as reasonably practicable, the Selling Shareholder shall file, or cause to be filed, with the PRC Tax Authority all such information and Tax returns within such period as are required under Bulletin 7 (the “PRC Tax Returns”), and such PRC Tax Returns shall be true, accurate and complete in all material respects. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such PRC Tax Returns to the Purchaser for its review no later than five (5) Business Days prior to filing such PRC Tax Returns, and (ii) consider in good faith any comments made by the Purchaser to the PRC Tax Returns, acting reasonably. Within five (5) days of filing the PRC Tax Returns, the Selling Shareholder shall provide the Purchaser with final, accurate copies of all such PRC Tax Returns that were filed, along with an acknowledgement or receipt in respect of the filing issued by the appropriate PRC Tax Authority or the original signature of the PRC Tax Authority on the duplicate of the PRC Tax Returns submitted evidencing that the filing has been made. (d) After such Tax filing, the Selling Shareholder shall promptly submit, or cause to be submitted, all documents supplementally requested by the PRC Tax Authority in connection with such Tax filing. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such documents to the Purchaser for its review no later than three (3) Business Days prior to the filing thereof, and (ii) consider in good faith any comments made by the Purchaser thereto, acting reasonably. The Selling Shareholder shall further provide the Purchaser with accurate copies of any official assessments of the PRC Tax Authority with respect to its PRC Tax Returns, if any, within five (5) days of receipt thereof. Upon request by the Purchaser, the Selling Shareholders shall give regular updates to the Purchaser as to the payment status of the Bulletin 7 Taxes. (e) The Selling Shareholder shall pay the Bulletin 7 Taxes timely and in full in accordance with the requirement of the PRC Tax Authority and shall provide the Purchaser, as soon as reasonably practicable, with evidence that the Bulletin 7 Taxes have been paid in full and in time in the form of a receipt of payment issued by the Relevant PRC Tax Authority.

Tax Filing. (a) The Selling Shareholder Shareholders shall bear and pay any Taxes assessed by the applicable PRC Tax Authority in accordance with the Bulletin 7 for “indirect transfer of PRC taxable assets (间接转让中国应税财产)” by the Selling Shareholder Shareholders (the “Bulletin 7 Taxes”), and the Selling Shareholder acknowledges Shareholders acknowledge that the Purchaser shall have no obligation to pay any Bulletin 7 Taxes. (b) The Selling Shareholder Shareholders shall at its their own cost, within thirty (30) days following the Closing Date, engage in discussions with the PRC Tax Authority and provide all information that are required by the PRC Tax Authority in connection therewith. Upon request by the Purchaser, the Selling Shareholder Shareholders shall provide regular updates to the Purchaser as to the status of such discussions. (c) Notwithstanding anything in Section 5.3(b), unless the PRC Tax Authority determines otherwise in writing or reasonable documentary evidence proves otherwise, in each case the relevant documents shall be provided to the Purchaser as soon as reasonably practicable, the Selling Shareholder Shareholders shall file, or cause to be filed, with the PRC Tax Authority all such information and Tax returns within such period as are required under Bulletin 7 (the “PRC Tax Returns”), and such PRC Tax Returns shall be true, accurate and complete in all material respects. Subject to applicable Law, the Selling Shareholder Shareholders shall (i) provide drafts of such PRC Tax Returns to the Purchaser for its review no later than five (5) Business Days prior to filing such PRC Tax Returns, and (ii) consider in good faith any comments made by the Purchaser to the PRC Tax Returns, acting reasonably. Within five (5) days of filing the PRC Tax Returns, the Selling Shareholder Shareholders shall provide the Purchaser with final, accurate copies of all such PRC Tax Returns that were filed, along with an acknowledgement or receipt in respect of the filing issued by the appropriate PRC Tax Authority or the original signature of the PRC Tax Authority on the duplicate of the PRC Tax Returns submitted evidencing that the filing has been made. (d) After such Tax filing, the Selling Shareholder Shareholders shall promptly submit, or cause to be submitted, all documents supplementally requested by the PRC Tax Authority in connection with such Tax filing. Subject to applicable Law, the Selling Shareholder Shareholders shall (i) provide drafts of such documents to the Purchaser for its review no later than three (3) Business Days prior to the filing thereof, and (ii) consider in good faith any comments made by the Purchaser thereto, acting reasonably. The Selling Shareholder Shareholders shall further provide the Purchaser with accurate copies of any official assessments of the PRC Tax Authority with respect to its PRC Tax Returns, if any, within five (5) days of receipt thereof. Upon request by the Purchaser, the Selling Shareholders shall give regular updates to the Purchaser as to the payment status of the Bulletin 7 Taxes. (e) The Selling Shareholder Shareholders shall pay the Bulletin 7 Taxes timely and in full in accordance with the requirement of the PRC Tax Authority and shall provide the Purchaser, as soon as reasonably practicable, with evidence that the Bulletin 7 Taxes have been paid in full and in time in the form of a receipt of payment issued by the Relevant PRC Tax Authority.

Tax Filing. (a) The Selling Shareholder Each of the Management Vendors shall bear duly and timely pay any Taxes assessed by all applicable income tax and other taxes payable in respect of all consideration in relation to the MVA Transaction pursuant to applicable PRC Tax Authority in accordance with laws and the Bulletin 7 for “indirect transfer of PRC taxable assets (间接转让中国应税财产)” by requirements from the Selling Shareholder relevant tax authorities (the “Bulletin 7 Payable Taxes”). The Investor shall be entitled to withhold all or part of the Payable Taxes for any Management Vendor (the “Tax Withholding”), and the Selling Shareholder acknowledges that Management Vendors shall take all necessary actions and sign all necessary documents. If the Purchaser Investor performs the obligation of such Tax Withholding, the Investor shall have no obligation be entitled to pay the amount of relevant consideration deducting the amount of the Payable Taxes to be withheld. The Parties agree that, notwithstanding any Bulletin 7 Taxes. (b) The Selling Shareholder shall other provisions in the transaction documents to the contrary, if the Tax Withholding is unable to proceed for any reason not attributable to the Investor, regardless of whether closing conditions for payment of relevant consideration have been satisfied at its own cost, within thirty (30) days following the Closing Date, engage in discussions with the PRC Tax Authority and provide all information that are required by the PRC Tax Authority in connection therewith. Upon request by the Purchasertime, the Selling Shareholder Investor shall provide regular updates be entitled to not make any payment (including but not limited to any consideration in relation to the Purchaser as share transfer transaction contemplated by this Agreement) to such Management Vendor. If any Management Vendor has provided the certificate proving that such Management Vendor has duly and timely paid all Payable Taxes, the Investor shall make relevant payment to such Management Vendor within 10 business days upon the satisfaction of the relevant MVA Conditions Precedent pursuant to this Agreement. If any Management Vendor requests to pay the Payable Taxes by himself or herself, the Investor agrees to negotiate with such Management Vendor about the specific arrangements with respect to the status amount of such discussions. (c) Notwithstanding anything Payable Taxes and payment of relevant consideration in Section 5.3(b)relation to the share transfer transaction contemplated by this Agreement. For example, unless the PRC Tax Authority determines otherwise in writing or reasonable documentary evidence proves Parties may agree otherwise, in each case relevant documents shall be provided to and the Purchaser as soon as reasonably practicable, Investor may only pay such Management Vendor the Selling Shareholder shall file, or cause to be filed, with amount of the PRC Tax Authority all such information and Tax returns within such period as are required under Bulletin 7 Payable Taxes on certain installment (the “PRC Tax ReturnsPayable Taxes on Certain Installment”), and . Within 10 business days after such PRC Tax Returns shall be true, accurate and complete in all material respects. Subject to applicable Law, Management Vendor has provided the Selling Shareholder shall (i) provide drafts of such PRC Tax Returns certificate reasonably satisfactory to the Purchaser for its review no later than five (5) Business Days prior to filing such PRC Tax Returns, and (ii) consider in good faith any comments made by the Purchaser to the PRC Tax Returns, acting reasonably. Within five (5) days of filing the PRC Tax Returns, the Selling Shareholder shall provide the Purchaser with final, accurate copies of all such PRC Tax Returns that were filed, along with an acknowledgement or receipt in respect of the filing Investor issued by the appropriate PRC Tax Authority competent tax authority proving that such Management Vendor has duly and timely paid all Payable Taxes on Certain Installment and the related explanations or materials for exempting the original signature of the PRC Tax Authority on the duplicate of the PRC Tax Returns submitted evidencing that the filing has been made. (d) After such Tax filing, the Selling Shareholder shall promptly submit, or cause to be submitted, all documents supplementally requested by the PRC Tax Authority in connection with such Tax filing. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such documents to the Purchaser for its review no later than three (3) Business Days prior to the filing thereof, and (ii) consider in good faith any comments made by the Purchaser thereto, acting reasonably. The Selling Shareholder shall further provide the Purchaser with accurate copies of any official assessments of the PRC Tax Authority with respect to its PRC Tax Returns, if any, within five (5) days of receipt thereof. Upon request by the Purchaser, the Selling Shareholders shall give regular updates to the Purchaser as to the payment status of the Bulletin 7 Taxes. (e) The Selling Shareholder shall pay the Bulletin 7 Taxes timely and in full in accordance with the requirement Investor from obligation of the Tax Authority and Withholding, the Investor shall provide pay to the Purchaser, as soon as reasonably practicable, with evidence that such Management Vendor the Bulletin 7 amount of the price to be paid pursuant to Section 2 deducting the amount of the Payable Taxes have been paid in full and in time in the form of a receipt of payment issued by the Relevant PRC Tax Authorityon Certain Installment.

Tax Filing. (a) The Selling Shareholder shall bear and pay any Taxes assessed by the applicable PRC Tax Authority in accordance with the Bulletin 7 for “indirect transfer of PRC taxable assets (间接转让中国应税财产)” by the Selling Shareholder (the “Bulletin 7 Taxes”), and the Selling Shareholder acknowledges that the Purchaser shall have no obligation to pay any Bulletin 7 Taxes. (b) The Selling Shareholder shall at its own cost, within thirty (30) days following the Closing Date, engage in discussions with the PRC Tax Authority and provide all information that are required by the PRC Tax Authority in connection therewith. Upon request by the Purchaser, the Selling Shareholder shall provide regular updates to the Purchaser as to the status of such discussions. (c) Notwithstanding anything in Section 5.3(b), unless the PRC Tax Authority determines otherwise in writing or reasonable documentary evidence proves otherwise, in each case the relevant documents shall be provided to the Purchaser as soon as reasonably practicable, the Selling Shareholder shall file, or cause to be filed, with the PRC Tax Authority all such information and Tax returns within such period as are required under Bulletin 7 (the “PRC Tax Returns”), and such PRC Tax Returns shall be true, accurate and complete in all material respects. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such PRC Tax Returns to the Purchaser for its review no later than five (5) Business Days prior to filing such PRC Tax Returns, and (ii) consider in good faith any comments made by the Purchaser to the PRC Tax Returns, acting reasonably. Within five (5) days of filing the PRC Tax Returns, the Selling Shareholder shall provide the Purchaser with final, accurate copies of all such PRC Tax Returns that were filed, along with an acknowledgement or receipt in respect of the filing issued by the appropriate PRC Tax Authority or the original signature of the PRC Tax Authority on the duplicate of the PRC Tax Returns submitted evidencing that the filing has been made. (d) After such Tax filing, the Selling Shareholder shall promptly submit, or cause to be submitted, all documents supplementally requested by the PRC Tax Authority in connection with such Tax filing. Subject to applicable Law, the Selling Shareholder shall (i) provide drafts of such documents to the Purchaser for its review no later than three (3) Business Days prior to the filing thereof, and (ii) consider in good faith any comments made by the Purchaser thereto, acting reasonably. The Selling Shareholder shall further provide the Purchaser with accurate copies of any official assessments of the PRC Tax Authority with respect to its PRC Tax Returns, if any, within five (5) days of receipt thereof. Upon request by the Purchaser, the Selling Shareholders shall give regular updates to the Purchaser as to the payment status of the Bulletin 7 Taxes. (e) The Selling Shareholder shall pay the Bulletin 7 Taxes timely and in full in accordance with the requirement of the PRC Tax Authority and shall provide the Purchaser, as soon as reasonably practicable, with evidence that the Bulletin 7 Taxes have been paid in full and in time in the form of a receipt of payment issued by the Relevant PRC Tax Authority.