Common use of Tax Matters Clause in Contracts

Tax Matters. (a) Parent shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all income Tax Returns for the Company that are required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. (a) Parent Seller shall prepare, or cause to be prepared, responsible for and shall timely file, or cause to be timely filed, pay all income Tax Returns for the Company Taxes that are required Retained Liabilities. Seller covenants to be filed Buyer that within five (5) Business Days following the Closing Seller will satisfy all obligations of Seller to any Governmental Authority for sales and use Taxes, plus all penalties and interest, that were due and payable as of the Closing Date. Following the Closing, Seller covenants to Buyer that Seller will satisfy all other obligations of Seller to any Governmental Authority for sales and use Taxes, plus all penalties and interest, by the later of the date specified in the voluntary disclosure agreement with such Governmental Authority and the date of determination by such Governmental Authority of such sales and use Taxes. (b) All levies, assessments, personal property Taxes and similar ad valorem Taxes imposed on a periodic basis on or with respect to the Acquired Assets for a taxable period that begins on or before the Closing Date and ends after the Closing Date for any Tax shall be apportioned between Seller and Buyer as of the Closing Date based on the number of calendar days of such taxable period included in the period ending on or prior to (and including) the Closing Date (the “Income Tax ReturnsSeller Obligation Period”), and the number of days of such taxable period after (and excluding) the Closing Date (the “Buyer Obligation Period”). All Income Tax Returns Seller shall be prepared in accordance with applicable law. Each Income Tax Return liable for the proportionate amount of such Taxes that is attributable to the Seller Obligation Period, and Buyer shall be provided liable for the proportionate amount of such Taxes that is attributable to the Stockholders’ Agent for its review Buyer Obligation Period. Seller shall pay Buyer an amount equal to any such Taxes payable by Buyer which are attributable to the Seller Obligation Period, and comment at least fifteen (15) days Buyer shall pay Seller an amount equal to any such Taxes payable by Seller which are attributable to the Buyer Obligation Period. Such payments shall be made on or prior to the due date for filing, and Parent shall consider in good faith such revisions as Taxes are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agentdue. (c) All liability for Notwithstanding any other provision in the Transaction Documents, all transfer, documentary, sales, use, value added, excise, stamp, recording, registration and other such Taxes and fees (including any similar Taxes that become payable penalties and interest) incurred in connection with consummation of the transactions contemplated Transaction Documents (including any transfer or similar tax imposed by this Agreement states or subdivisions) (collectively, “Transfer Taxes”) shall be borne by the IndemnitorsBuyer. The party required by law to Buyer shall file to file a all necessary Tax Return Returns and other documentation with respect to all such Transfer Taxes shall do so transfer, documentary, sales, use, stamp, registration and other taxes and fees, and, if required, by applicable Law, Seller will join in the time execution of any such Tax Returns and manner prescribed by lawother documentation. Buyer and Seller will cooperate in providing certificates or forms, and the non-filing party shall promptly reimburse the filing party timely executing any Tax Return, that are necessary or appropriate to establish an exemption for its share of (or reduction in) any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer TaxesTax. (d) The Company Seller, at its sole cost and the Indemnitors on one hand, and Parent on the otherexpense, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contestany audit or other legal proceeding relating to Taxes that are Retained Liabilities. (e) Notwithstanding any other provision in the Transaction Documents, provided, however, Parent Buyer shall have the right to participate at its own expense in deduct and withhold Taxes from any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause payments to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) made hereunder if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing withholding is required by a Governmental Body Law and to collect any necessary Tax forms, including Forms W-8 or W-9, as applicable, or any similar information, from any Seller Party and any other recipient of payments hereunder. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of the Transaction Documents as having been delivered and paid to Seller or any such other recipient of payments in connection with a Tax Contestrespect of which such deduction and withholding was made.

Tax Matters. (a) Parent Purchaser shall prepare, or cause to be prepared, pay all Transfer Taxes. Seller and Purchaser shall cooperate in preparing and timely file, or cause to be timely filed, filing all income Tax Returns for the Company that are and other documentation relating to such Transfer Taxes as may be required by applicable Tax Law. Seller agrees to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith take such revisions as are actions reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Purchaser as may be required to mitigate or eliminate any Transfer Tax Returns. Parent shall timely file, or cause to that would otherwise be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, imposed to the appropriate Governmental Body all Taxes reflected on all Income Tax Returnsextent permitted by applicable Law, subject including using commercially reasonable efforts to its right provide to be indemnified for Pre-Closing Taxes pursuant Purchaser any certificate required to Section 4so mitigate or eliminate such Transfer Tax. (b) Parent shall prepare and timely file, or cause All Property Taxes levied with respect to be prepared and timely filed, all Tax Returns other than Income Tax Returns the Purchased Assets for the Company required to Straddle Period shall be filed after apportioned between Purchaser and Seller based on the Closing Date, and shall timely remit, or cause to be timely remitted, to number of days of such Straddle Period included in the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Property Taxes pursuant that is attributable to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns and Purchaser shall be prepared consistent with liable for the past practices proportionate amount of such Property Taxes that is attributable to the CompanyPost-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Purchaser or Seller, as applicable, in all material respects, except shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 8.5(b) together with such supporting evidence as otherwise required is reasonably necessary to calculate the proration amount. The proration amount shall be paid by applicable law and the party owing it to the other within ten (ii10) Business Days after delivery of such statement. In the event that Purchaser or Seller makes any such Tax Return that reports any Tax payment for which indemnification it is required entitled to reimbursement under this AgreementSection 8.5(b), along with the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of Taxes for reimbursement to which the Indemnitors are responsible presenting party is entitled along with respect thereto, shall be provided such supporting evidence as is reasonably necessary to calculate the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agentamount of reimbursement. (c) All liability for transfer, Seller and Purchaser hereby waive compliance with any “bulk sales, use, value added, excise, stamp, recording, registration and ” Laws (including any similar Taxes that become payable in connection with consummation requirement to withhold any amount from payment of the transactions contemplated by this Agreement (“Transfer Taxes”Purchase Price) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory applicable to the non-filing party sale to Purchaser of the amount of such Transfer TaxesPurchased Assets by Seller. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. (a) Except as would not, individually or in the aggregate, have a Parent shall prepare, or cause Material Adverse Effect: (i) Parent and the Parent Subsidiaries have timely filed (taking into account any extension of time within which to be prepared, and shall timely file, or cause to be timely filed, ) all income Tax Returns for the Company that are required to be filed by or with respect to any of them and all such Tax Returns are true, correct and complete. (ii) Parent and the Parent Subsidiaries have timely paid in full to the appropriate Governmental Entity all Taxes required to be paid by any of them (whether or not shown on any Tax Return), have established adequate accruals and reserves, in accordance with GAAP, on the financial statements included in the Parent SEC Documents for all Taxes payable by Parent and the Parent Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. (iii) Each of Parent and the Parent Subsidiaries has (i) timely paid, deducted, withheld and collected all amounts required to be paid, deducted, withheld or collected by any of them with respect to any payment owing to, or received from, their employees, creditors, independent contractors, customers and other third parties (and have timely paid over any amounts so withheld, deducted or collected to the appropriate Governmental Entity) and (ii) otherwise complied with all applicable Legal Requirements relating to the withholding, collection and remittance of Taxes (including information reporting requirements). (iv) No claim has been made in writing by any taxing authority in a jurisdiction where Parent or any Parent Subsidiary has not filed a Tax Return of a particular type that Parent or any Parent Subsidiary is or may be subject to Tax by, or required to file Tax Returns in, such jurisdiction with respect to Taxes that are the subject to such Tax Return. (v) Neither Parent nor any Parent Subsidiary will be required to include an item of income (or exclude an item of deduction) in any taxable period (or portion thereof) beginning after the Closing Date for any Tax period ending on as a result of (i) a change in, or use of improper, method of accounting occurring prior to the Closing Date Date, (ii) a prepaid amount received or paid (or deferred revenue accrued) outside of the ordinary course of business prior to the Closing Date, or (iii) as a result of having entered into a “Income gain recognition agreement” within the meaning of Treasury Regulation Section 1.367(a)-8. Neither Parent nor any Parent Subsidiary has made an election pursuant to Section 965(h) of the Code. (vi) Neither Parent nor any Parent Subsidiary is the subject of any currently ongoing Tax Returns”). All Income Tax Returns shall be prepared audit or other proceeding with respect to Taxes nor has any audit or other proceeding with respect to Taxes been proposed against any of them in writing, and any deficiencies asserted or assessments made as a result of any audit or other proceeding with respect to Taxes have been paid in full, are being contested in good faith, or adequate accruals or reserves for such deficiencies or assessments have been established in accordance with applicable law. Each Income GAAP on the financial statements included in the Parent SEC Documents. (vii) There are no Liens in respect of or on account of Taxes upon any of the property or assets of Parent or any Parent Subsidiary, except for Taxes not yet due and payable. (viii) Neither Parent nor any Parent Subsidiary (i) is or has been a member of any affiliated, combined, consolidated, unitary or similar group for purposes of filing Tax Return shall be provided Returns or paying Taxes, except for any such group of which Parent is the common parent or (ii) has any liability for Taxes of any Person (other than Parent or any Parent Subsidiary) under Treasury Regulations Section 1.1502-6 (or any similar state, local or non-U.S. Legal Requirement) or as a transferee or successor. (ix) Neither Parent nor any Parent Subsidiary is a party to or bound by, or has any obligation under, any Tax indemnity, sharing, allocation, or reimbursement agreement or arrangement, other than (i) customary tax provisions in ordinary course commercial agreements, the principal purpose of which is not related to Taxes; and (ii) any agreement or arrangement solely between or among Parent and/or the Parent Subsidiaries. (x) Neither Parent nor any Parent Subsidiary is bound with respect to the Stockholders’ Agent for its review and comment at least fifteen current or any future taxable period by any closing agreement (15within the meaning of Section 7121(a) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt Code or any similar or analogous state, local or non-U.S. Legal Requirement) or other ruling or written agreement with a taxing authority, in each case, with respect to Taxes. (xi) Neither Parent nor any Parent Subsidiary (i) has filed any extension of such Income time within which to file any Tax Returns. Parent shall timely file, or cause to be timely Returns that have not been filed, such Income Tax Returns as prepared except in the ordinary course of business, (ii) has entered into any agreement or other arrangement waiving or extending the statute of limitations or the period of assessment or collection of any Taxes, (iii) has granted any power of attorney that is in force with respect to any matters relating to any Taxes, (iv) has applied for a ruling from a taxing authority relating to any Taxes that has not been granted or has proposed to enter into an agreement with a taxing authority that is pending, (v) has been issued any private letter rulings, technical advice memoranda or similar agreement or rulings by Parent. any taxing authority. (xii) Neither Parent shall timely remitnor any Parent Subsidiary has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar state, local or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Prenon-Closing Taxes pursuant to Section 4U.S. Legal Requirement). (b) Neither Parent shall prepare and timely file, nor any Parent Subsidiary has constituted a “distributing corporation” or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for a “controlled corporation” (within the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to meaning of Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i355(a)(1)(A) such Tax Returns shall be prepared consistent with the past practices of the CompanyCode) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code or otherwise as part of a plan (or series of related transactions), as applicablewithin the meaning of Section 355(e) of the Code, that includes the Mergers, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days two years prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agentof this Agreement. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and Neither Parent nor any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share Parent Subsidiary has knowledge of any Transfer Taxes upon receipt of evidence facts, agreements, plans or other circumstances or has taken or agreed to take any action that would reasonably satisfactory be expected to prevent or impede the non-filing party of Mergers, taken together, from qualifying for the amount of such Transfer TaxesIntended Tax Treatment. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. Except as provided in Section 6.9 relating to Transfer Taxes: (a) Parent shall prepare, With respect to any Tax return covering a taxable period ending on or cause to be prepared, and shall timely file, or cause to be timely filed, all income Tax Returns for before the Company Closing Date (a “Pre-Closing Taxable Period”) that are is required to be filed after the Closing Date with respect to the Project Company, (i) Seller shall cause such Tax return to be prepared in a manner consistent with practices followed in prior taxable periods and in compliance with applicable Law except as required by change in Law or fact and shall deliver such Tax return as so prepared to Buyer not later than 15 days prior to the due date (including extensions) for filing such Tax return for Buyer’s review and comments, (ii) Seller shall cooperate and consult with Buyer to finalize such Tax return, and (iii) thereafter, subject to Seller’s payment to Buyer of such Tax in compliance with Section 6.11(b), Buyer shall cause such Tax return to be executed and duly and timely filed with the appropriate Taxing Authority and shall pay all Taxes shown as due and payable on such Tax return. With respect to any Tax return covering a taxable period ending beginning on or prior to before the Closing Date and ending after the Closing Date (a “Straddle Taxable Period”) that is required to be filed after the “Income Closing Date with respect to the Project Company, (x) Buyer shall cause such Tax Returns”return to be prepared (in a manner consistent with practices followed in prior taxable periods except as required by Law or fact) and shall deliver a draft of such Tax return to Seller for Seller’s review and approval at least 15 days prior to the due date (including extensions) for filing such Tax return, (y) Seller and Buyer shall cooperate and consult with each other in order to finalize such Tax return, and (z) thereafter, subject to Seller’s payment to Buyer of any portion of such Tax in compliance with Section 6.11(b). All Income , Buyer shall cause such Tax Returns return to be executed and duly and timely filed with the appropriate Taxing Authority and shall pay all Taxes shown as due and payable on such Tax return. (b) Seller shall be prepared in accordance with applicable law. Each Income Tax Return responsible for and indemnify the Buyer Indemnified Parties against, and Seller shall be provided entitled to all refunds or credits of, any Tax with respect to the Stockholders’ Agent for its review and comment at least fifteen (15) Project Company that is attributable to a Pre-Closing Taxable Period or to that portion of a Straddle Taxable Period that ends on the Closing Date. Within 5 days prior to the due date for filingthe payment of any such Tax, Seller shall pay to Buyer the amount of such Taxes, less any prepaid Taxes. With respect to a Straddle Taxable Period, Seller and Parent Buyer shall consider in good faith such revisions as are reasonably requested by determine the Stockholders’ Agent within ten (10) days Tax attributable to the portion of the Stockholders’ Agent’s receipt Straddle Taxable Period that ends on the Closing Date by an interim closing of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns the books of the Project Company as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after of the Closing Date, except for ad valorem, industrial facilities or property Taxes (“Property Taxes”) and franchise Taxes based solely on capital which shall timely remit, or cause to be timely remitted, prorated on a daily basis to the appropriate Governmental Body all Taxes reflected on Closing Date. For this purpose, any franchise Tax paid or payable with respect to the Project Company shall be allocated to the taxable period for which payment of the Tax provides the right to engage in business, regardless of the taxable period during which the income, operations, assets or capital comprising the base of such Tax Returns, subject is measured. In determining whether a Property Tax is attributable to its right to be indemnified for a Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Taxable Period or a Straddle Taxable Period, (i) such any Property Tax Returns that is based on the assessed value of any assets, property or other rights as of any lien date or other specified valuation date shall be prepared consistent with deemed a Property Tax attributable to the past practices of taxable period (whether a fiscal year or other tax year) specified on the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such relevant Property Tax Return xxxx that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible issued with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due that lien date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agentor other valuation date. (c) All liability Buyer shall be responsible for transferand indemnify Seller against, salesand Buyer shall be entitled to all refunds and credits of, use, value added, excise, stamp, recording, registration and any similar all Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement Project Company that are attributable to a taxable period (“Transfer Taxes”or portion thereof) shall be borne by beginning after the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer TaxesClosing Date. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and With respect to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxesfor which Seller is responsible, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent Seller shall have the right, at its sole cost and expense, to control (in the expense case of a Pre-Closing Taxable Period) or participate in (in the case of a Straddle Taxable Period) the prosecution, settlement or compromise of any proceeding involving such Tax, including the determination of the Indemnitorsvalue of property for purposes of real and personal property ad valorem Taxes. Buyer shall (and shall cause the Project Company to) take such action in connection with any such proceeding as Seller shall reasonably request from time to time to implement the preceding sentence, using including the selection of counsel and representatives experts and the execution of powers of attorney. Notwithstanding the Stockholders’ Agent’s choiceforegoing, Buyer shall be entitled to represent participate in any proceeding involving a Pre-Closing Taxable Period, and Seller shall not settle any proceeding with respect to any issue that could materially and adversely affect Buyer or the interests of the Project Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, a taxable period (or portion thereof) beginning after the Closing Date without Buyer’s prior written consent, relating not to be unreasonably withheld. Buyer shall (and shall cause the Project Company to) give written notice to Seller of its receipt of any notice of any audit, examination, claim or assessment for any Tax for which Seller is responsible within 20 days after its receipt of such notice; failure to give any such written notice within such 20-day period shall limit Seller’s indemnification obligation pursuant to this Agreement to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed extent Seller is actually prejudiced by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governsuch failure. (e) Parent Seller shall not amend grant to Buyer (or its designees) access at all reasonable times to all of the information, books and records relating to the Project Company within the possession of Seller (including workpapers and correspondence with Taxing Authorities), and shall afford Buyer (or its designees) the right (at Buyer’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to permit Buyer (or its designees) to prepare Tax returns, respond to Tax audits and investigations, prosecute Tax protests, appeals and refund claims and to conduct negotiations with Taxing Authorities. Buyer shall grant or cause the Project Company to be amended any Tax Return grant to Seller (or its designees) access at all reasonable times to all of the information, books and records relating to the Project Company (or file any new Tax Return) for any Pre-Closing Tax Period Taxable Periods or Straddle Taxable Periods within the possession of Buyer (including workpapers and correspondence with Taxing Authorities) and to any employees of the portion Project Company, and shall afford Seller (or its designees) the right (at Seller’s expense) to take extracts therefrom and to make copies thereof, in each case to the extent reasonably necessary to permit Seller (or its designees) to prepare Tax returns, respond to Tax audits and investigations, prosecute Tax protests, appeals and refund claims and to conduct negotiations with Taxing Authorities. After the Closing Date, Seller and Buyer will preserve all information, records or documents in their respective possessions relating to liabilities for Taxes of the Project Company for Pre-Closing Taxable Periods or Straddle Taxable Periods until the later of (i) seven years or (ii) six months after the expiration of any applicable statute of limitations (including extensions thereof) with respect to the assessment of such Taxes; provided, that neither Party shall dispose of any of the foregoing items without first offering such items to the other Party. (f) If after the Closing Buyer or the Project Company receives a refund or utilizes a credit of any Tax Return for of the Project Company attributable to a Pre-Closing Taxable Period or that portion of a Straddle Taxable Period ending on the Closing Date, Buyer shall pay to Seller within 10 Business Days after such receipt or utilization an amount equal to such refund received or credit utilized, together with any interest received or credited thereon net of any costs associated therewith. Buyer shall, and shall cause the Project Company to, use commercially reasonable efforts to obtain a refund or credit of any Tax period of the Project Company attributable to a Pre-Closing Taxable Period or that includes but does not end portion of a Straddle Taxable Period ending on the Closing Date or to mitigate, reduce or eliminate any such Tax that relates to the could be imposed for a Pre-Closing Tax Period) if such amendment Taxable Period or that portion of a Straddle Taxable Period ending on the Closing Date (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement including with respect to the contrarytransactions contemplated hereby). (g) To the extent that the provisions of Article X are inconsistent with or conflict with the provisions of this Section 6.11, Parent and the Company provisions of this Section 6.11 shall not file any IRS Form 1099-K for any Pre-Closing Tax Period control, unless such filing is required by a Governmental Body provision in connection with a Tax ContestArticle X expressly refers to Section 6.11, in which case such provision in Article X shall apply.

Tax Matters. (a) Parent Sellers shall prepare, prepare and timely file (or shall cause to be preparedprepared and timely filed) all Tax Returns with respect to the Purchased Assets, including the Purchased Entities, for any Tax period ending on or before the Closing Date that are due on or prior to the Closing Date. Sellers shall be liable and responsible for, and timely pay in full any Taxes relating to periods covered by such Tax Returns. Sellers or Buyer, as required by applicable Law, shall timely file, or cause to be timely filed, all income each such Tax Return. To the extent that Buyer or its Affiliates is required by applicable Law to file such Tax Return, Sellers shall pay to Buyer the amount of any Taxes reflected on such Tax Returns for (to the Company that are extent required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date paid by Seller) within five (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (155) days prior to following the due date written demand by Buyer for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4payment. (b) Parent Buyer shall prepare and timely file, file (or shall cause to be prepared and timely filed, ) all other Tax Returns other than Income Tax Returns with respect to the Purchased Assets for the Company required Pre-Closing Tax Period and any Straddle Period. Sellers shall pay to Buyer the amount of any unpaid property Taxes with respect to the Purchased Assets for the Pre-Closing Tax Period and the portion of the Straddle Period ending on the day before the Closing Date within five (5) days following any demand by Buyer for such payment. (c) For purposes of this Agreement, in order to apportion appropriately any Taxes, exemptions, allowances or deductions relating to a taxable period beginning on or before and ending after the Closing Date (a “Straddle Period”), the amount of Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall be filed after the amount of such Taxes, exemptions, allowances or deductions for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date, and the denominator of which is the number of calendar days in the entire Straddle Period (provided that any Tax exemption or allowance with respect to an annual period shall timely remit, or cause to be timely remitted, to pro-rated on an equal daily basis between the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Prepre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with period and the past practices remainder of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer TaxesStraddle Period). (d) The Company Any and all existing Tax sharing or similar agreements, except for this Agreement, between any Purchased Entity, on the Indemnitors on one hand, and Parent any Sellers, any retained Subsidiaries or any of their Affiliates, on the otherother hand, shall cooperate fully, be terminated as and of the Closing Date to the extent reasonably requested by they relate to the other partyPurchased Entity, in connection with and the filing of Tax Returns and any audit, examination, claim, dispute Purchased Entity shall have no further liabilities or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver obligations imposed on it under any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governagreements. (e) Parent shall not amend or cause The Parties agree to be amended treat any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates payment made from one Party to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified another pursuant to this Agreement, without the written consent Agreement that is not reflected as part of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in Purchase Price under this Agreement as an adjustment to the contrary, Parent and the Company shall not file any IRS Form 1099-K Purchase Price for any Pre-Closing all income Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contestpurposes.

Tax Matters. (a) Parent In the case of any taxable period that begins before and ends after the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, gain, receipts, capital, sales, or payroll of the Target Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date. The amount of any other Taxes of the Target Company for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. (b) The Target Company, at its own expense, shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filedfiled (taking into account all extensions properly obtained), all income Tax Returns for the Company that are required to be filed by the Target Company after the Closing Date (taking into account extensions) for any all Pre-Closing Tax period ending Periods (other than Straddle Periods) and the Target Company shall pay and discharge all Taxes shown to be due by the Target Company on or prior such Tax Returns, subject to the Closing Date (the “Income rights of an Indemnified Party under Article 9. Unless otherwise required by Law, any such Tax Returns”). All Income Tax Returns Return shall be prepared in accordance a manner consistent with applicable law. Each Income past practice of the Target Company, and such Tax Return (other than payroll Tax Returns) shall be provided submitted by the Target Company to Acquirer (together with schedules, statements and, to the Stockholders’ Agent for its review and comment extent requested by Acquirer, supporting documentation) at least fifteen thirty (1530) days prior to the due date (including extensions) of such Tax Return. If Acquirer objects to any item on any such Tax Return, it shall, within ten (10) days after delivery of such Tax Return, notify the Target Company in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for filingany such objection. If a notice of objection shall be duly delivered, Acquirer and Parent the Target Company shall consider negotiate in good faith and use their commercially reasonable efforts to resolve such revisions as items. If Acquirer and the Target Company are reasonably requested unable to reach such agreement within ten (10) days after receipt by the Stockholders’ Agent Target Company of the notice of objection, the disputed 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 ten (10) days of having the Stockholders’ Agent’s receipt item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items at least three (3) days before the due date for such Tax Return, the Tax Return shall be filed as prepared by the Target Company and then amended to reflect the Independent Accountant's resolution. The costs, fees, and expenses of such Income Tax Returns. Parent the Independent Accountant shall timely be borne one-half by Acquirer and one-half by the Target Company. (c) Acquirer shall prepare, or cause to be prepared, and file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body filed (taking into account all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filedextensions properly obtained), all Tax Returns other than Income Tax Returns for the Company required to be filed by the Target Company after the Closing Date, Date with respect to any Straddle Period and the Target Company shall timely remit, or cause pay and discharge all Taxes shown to be timely remitted, to the appropriate Governmental Body all Taxes reflected due on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4the rights of an Indemnified Party under Article 9. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as Unless otherwise required by applicable law and (ii) Law, any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided prepared in a manner consistent with past practice of the Target Company, and such Tax Return (other than payroll Tax Returns) shall be submitted by the Acquirer to the Stockholders’ Agent for its review and comment Target Company (together with schedules, statements and, to the extent requested by the Target Company, supporting documentation) at least fifteen thirty (1530) days prior to the due date for filing (including extensions) of such Tax Return. If the Target Company objects to any item on any such Tax Return, it shall, within ten (10) days after delivery of such Tax Return, notify Acquirer in writing that it objects, specifying with particularity any such item and Parent stating the specific factual or legal basis for any such objection. If a notice of objection shall consider be duly delivered, Acquirer and the Target Company shall negotiate in good faith and use their commercially reasonable efforts to resolve such revisions as items. If Acquirer and the Target Company are reasonably requested unable to reach such agreement within ten (10) days after receipt by Acquirer of the notice of objection, the disputed items shall be resolved by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration Independent Accountant and any similar Taxes that become payable in connection with consummation determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within ten (10) 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 at least three (3) days before the due date for such Tax Return, the Tax Return shall be filed as prepared by Acquirer and then amended to reflect the Independent Accountant's resolution. The costs, fees, and expenses of the transactions contemplated by this Agreement (“Transfer Taxes”) Independent Accountant shall be borne one-half by Acquirer and one-half by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer TaxesTarget Company. (d) Except as otherwise required under applicable Law or in connection with the settlement of any Third-Party Claim with respect to Taxes under Article 9 without the prior written consent of Acquirer, the Target Company shall not, make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return (inconsistent with the prior practice of the Target Company) that would have the effect of increasing the Tax liability or reducing any Tax asset of the Target Company in respect of any Post-Closing Tax Period. The Target Company agrees that Acquirer is to have no liability for any Tax resulting from any action of the Target Company, its Affiliates, or any of their respective Representatives and agrees to indemnify and hold harmless Acquirer (and, after the Closing Date, the Target Company) against any such Tax or reduction of any Tax asset. (e) Except as otherwise required under applicable Law or in connection with the settlement of a Third-Party Claim with respect to Taxes under Article 9, without the prior written consent of the Target Company, Acquirer (and, after the Closing, the Target Company, its Affiliates, and their respective Representatives) shall not, with respect to the Target Company for any Pre-Closing Tax Period or Straddle Period, make, change, or rescind any Tax election, amend or file any original Tax Return for any taxable period (except as otherwise provided in Section 6.8(c)), or agree to extend or waive the statute of limitations with respect to Taxes. (f) Acquirer and the Indemnitors on one hand, and Parent on the other, Target Company shall cooperate fully, as and to the extent reasonably requested by the any other party, in connection with the filing of Tax Returns pursuant to this Section 6.8 and any audit, examinationlitigation, claimproceeding, dispute or controversy by any Governmental Body other Action with respect to Taxes of the Target Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related workpapers, and documents relating to Taxes rulings or other determinations by Tax authorities (each a “g) The Target Company agrees (i) to retain all books and records of the Target Company in the possession of the Target Company with respect to Tax Contest”). Parent matters relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquirer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other applicable party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other applicable party so requests, the Target Company shall notify allow the Stockholders’ Agent within thirty days after receipt by Parent other applicable party to take possession of such books and records. (h) Acquirer and the Target Company further agree, upon request, to use their best efforts to obtain any certificate or other document from any Authority or any Affiliate of Parent other Person as may be necessary to mitigate, reduce, or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby). (i) Acquirer and the Target Company further agree, upon request, to provide the other applicable party with all information that either party may be required to report pursuant to Code Section 6043, or Code Section 6043A, or Treasury Regulations promulgated thereunder. (j) All tax-sharing agreements or similar agreements with respect to or involving the Target Company shall be terminated as of the Closing Date and, after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent Target Company shall not be bound thereby or have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governliability thereunder. (ek) Parent shall not amend or cause The Target Company will be entitled to be amended any Tax Return refund or credit against Taxes for an overpayment, including interest paid therewith, in respect of Taxes of the Target Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any a “Seller Tax Return for a Tax period that includes but does not end on the Closing Date that relates Refund”), to the Preextent any such Seller Tax Refund is received or realized by Acquirer, the Target Company, or any of their Affiliates, provided that such amounts shall be net of: (i) any reasonable out-Closing of-pocket costs incurred in obtaining such Seller Tax PeriodRefund and (ii) if any Taxes incurred by the Acquirer, the Target Company, or any of their Affiliates as a result of their receipt or realization of such amendment (or new filing) would result in an increase of Taxes of Seller Tax Refund. Acquirer shall pay any amount to which the Indemnitors or for which Parent Target Company is indemnified entitled pursuant to this AgreementSection 6.8(k), without by wire transfer of immediately available funds, within ten (10) days after receipt or entitlement thereto. The Acquirer and its Affiliates shall cause the written consent of the Stockholders’ Agent, such consent not Target Company to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement file for and use commercially reasonable efforts to the contrary, Parent and the Company shall not file obtain any IRS Form 1099-K for any Pre-Closing Seller Tax Period unless such filing is required by a Governmental Body in connection with a Tax ContestRefund.

Tax Matters. (a) Parent Each of the Parties agrees to cooperate fully with each other Party to enable each Party to determine its own Tax liability with respect to the Company accurately. Each Party shall prepare, or cause provide and make available to be prepared, and shall timely file, or cause to be timely filed, all income Tax Returns each other Party such records as a Party may reasonably request for the Company that are required to be filed after the Closing Date for defense of any audit, examination, administrative appeal or litigation of any Tax period ending on Return or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, other similar governmental report or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4form. (b) Parent Regency HIG shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Dateliable for, and shall timely remitindemnify, defend and hold harmless the Company for, any and all liability for Taxes with respect to RIGS and the ownership or cause to be timely remitted, to operation of the appropriate Governmental Body all Taxes reflected Assets or the RIGS Interests for any taxable period ending on such Tax Returns, subject to its right to be indemnified for Pre-or before the Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Date (“Pre-Closing Tax Period”) and with respect to any taxable period that begins on or before and ends after the Closing Date (“Straddle Period”), (i) such Tax Returns for the portion thereof ending at the close of business on the Closing Date. In the case of any Straddle Period, liability for Income Taxes relating to RIGS or the ownership or operation of the Assets or the RIGS Interests shall be prepared consistent with allocated between Regency HIG and the past practices Company as if all of the Companybooks and records relating to RIGS and the ownership and operation of the Assets were closed as of the close of business on the Closing Date. In the case of any Straddle Period, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of any Non-Income Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in RIGS or the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory Assets allocable to the non-filing party portion of the Straddle Period ending on the Closing Date shall be deemed to be the amount of such Transfer Taxes. Taxes for the entire period (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreementor, in the case of any Tax Contest concerning such Taxes determined on an Income Tax Returnarrears basis, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct amount of such Tax ContestTaxes for the immediately preceding period) multiplied by a fraction, provided, however, Parent shall have the right to participate at its own expense numerator of which is the number of calendar days in any proceeding, or portion thereof, relating to the Company that applicable period ending on and including the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5Closing Date and the denominator of which is the number of calendar days in the entire relevant period. In the event case of any inconsistency between this Section 5.3 and Section 4.5ad valorem property Taxes, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return “taxable period” means the period beginning on the assessment date for ad valorem property Taxes through the day before the next assessment date for such Taxes. Upon receipt of the ad valorem property Tax bills for the taxable period that contains the Closing Date, Regency HIG shall calculate the prorated ad valorem property Taxes and shall xxxx the Company (or file any new Tax Return) for any Prethe amount allocated to the post-Closing period, with the Company making such payment within 20 days of receipt of such xxxx. The Company shall promptly forward to Regency HIG any ad valorem property Tax Period (including bills for the portion of any Tax Return for a Tax taxable period that includes but does not end on contains the Closing Date that relates are received by the Company. Regency HIG shall be responsible, as between Regency HIG and the Company, for the payment of the total amount of ad valorem property Taxes imposed on or with respect to the Pre-Assets for the taxable period that contains the Closing Tax Period) if such amendment (or new filing) would result in an increase Date. Notwithstanding any provision of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent any Tax receivables included within Current Assets shall be for the benefit of the Company and shall not reduce or offset any obligation of Regency HIG for Taxes regardless of the period to which such receivable relates. The Company shall prepare and file all Tax Returns with respect to RIGS and the Company ownership or operation of the Assets due after the Closing Date and Regency HIG shall not file fully cooperate with the Company, at its own cost, in the preparation of such Tax Returns relating to any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax ContestStraddle Period.

Tax Matters. (a) Parent In the case of Taxes arising in a taxable period of any Brand Company that begins on or before and ends after the Closing Date (the “Straddle Period”) (i) the allocation of income Taxes or other Taxes based upon the income or receipts of (or consideration, interest or other compensation paid by) the Brand Companies between the Pre-Closing Period and the Post-Closing Period shall preparebe made on the basis of an interim closing of the books as of the close of business on the Closing Date to the extent that there is no actual closing of the taxable year on such Closing Date; (ii) the amount of ad valorem and other Taxes of the Brand Companies attributable to the Pre-Closing Period shall equal the amount of such Tax for the entire taxable period (excluding extraordinary items attributable to actions taken by Purchaser or a Brand Company after the Closing Date that is outside the ordinary course of business of the applicable Brand Company) multiplied by a fraction, the numerator of which is the number of days in the taxable period through the Closing Date, and the denominator of which is the total number of days in the taxable period; and (iii) the remainder of the ad valorem and of the other Taxes of the Brand Companies shall be attributable to the Post-Closing Period. To the extent any Brand Company is permitted but not required under applicable state, local, or cause foreign income Tax laws to be preparedtreat the Closing Date as the last day of a taxable period, then the Parties shall treat the Closing Date as the last day of a taxable period. (b) Seller shall prepare and shall timely file, or cause to be timely prepared and filed, all income Tax Returns of the Brand Companies for all periods ending on or prior to the Closing Date, including, without limitation, Tax Returns for the Company that such periods which are required to be filed after the Closing Date for Date. Purchaser shall not amend or revoke any Tax period Returns (or any elections relating thereto) filed or to be filed by Seller hereunder without Seller’s prior written consent which consent shall not be unreasonably conditioned, delayed or withheld. For any Tax Returns with respect to the Brand Companies that is the responsibility of Seller under this Section 7.10(b), Seller shall (i) prepare and file such Tax Returns in a manner consistent with the past practice of the Brand Companies, as the case may be, unless otherwise required by Applicable Law, and (ii) deliver to Purchaser for its review, comment and consent (which consent shall not be unreasonably withheld, conditioned or delayed) a copy of such proposed Tax Return at least 20 days prior to the due date (giving effect to any validly obtained extension) thereof. Purchaser shall prepare and file, or cause to be prepared and filed, all Tax Returns with respect to the Brand Companies for all Tax periods ending after the Closing Date including any Straddle Periods. For any Tax Return of any of the Brand Companies with respect to a Straddle Period that is the responsibility of Purchaser under this Section 7.10(b), Purchaser shall (i) prepare and file such Tax Returns in a manner consistent with the past practice of the Brand Companies, as the case may be, unless otherwise required by Applicable Law, and (ii) deliver to Seller for its review and comment a copy of such proposed Tax Return (accompanied, where appropriate, by a calculation of the allocation between the Pre-Closing Period and the Post-Closing Period of the Taxes shown to be due on such Tax Return) at least 20 days prior to the due date (giving effect to any validly obtained extension) thereof and Purchaser shall, in good faith, consider any comments from Seller. Seller shall pay (i) to the relevant Governmental Entity any amount due and payable on any Tax Return for all periods ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided unless paid to the Stockholders’ Agent for its review and comment at least fifteen Purchaser pursuant to clause (15ii) days prior or (iii)), (ii) to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body Purchaser all Taxes reflected on all Income Tax Returns, subject attributable to its right to be indemnified for Pre-Closing Taxes pursuant Periods due with respect to any Tax Return of any of the Brand Companies with respect to a Straddle Period that is the responsibility of Purchaser under this Section 4. 7.10(b), and (biii) Parent shall prepare to Purchaser any amount due and timely file, or cause to be prepared and timely filed, payable on any Tax Return of any of the Brand Companies for all Tax Returns other than Income Tax Returns for the Company required Pre-Closing Periods which are to be filed after the Closing Date, and shall timely remit, or cause that Purchaser is required under Applicable Law to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes file. Payments made pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, clause (i) such Tax Returns of the preceding sentence shall be prepared consistent with paid on or before the past practices due date of the Company, as applicable, in all material respects, except as otherwise required by applicable law Tax Return on which such Taxes are reported and payments made pursuant to clauses (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth or (iii) of the amount of Taxes for which the Indemnitors are responsible with respect thereto, preceding sentence shall be provided to the Stockholders’ Agent for its review and comment at least fifteen paid on or before three (153) days Business Days prior to the due date for filing of the Tax Return on which such Tax Return, and Parent shall consider in good faith such revisions as Taxes are reasonably requested by the Stockholders’ Agentreported. (c) All liability for transferPurchaser shall have the right to control any Tax audits, salesTax disputes or administrative, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement judicial or other proceedings (“Transfer TaxesTax Controversies”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, Brand Companies; provided, however, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Controversy that relates to any Taxes that could give rise to a liability of Seller under this Agreement and to the extent such Taxes are not covered by the Representation and Warranty Insurance Policy, Seller may participate in such Tax ReturnControversy at Seller’s expense, and Purchaser shall not enter into any agreement that represents a final determination of the Stockholders’ Agent matter without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that in the case of any Tax Controversy that relates to Taxes that could give rise to Liability of Seller under this Agreement and that could not reasonably be expected to adversely impact the Tax Liability of Purchaser, Seller shall have the rightright to control such Tax Controversy, at the expense in which case, Seller shall not enter into any agreement that represents a final determination of the Indemnitorsmatter without Purchaser’s prior written consent, using which consent shall not be unreasonably withheld, conditioned or delayed, and Purchaser may participate in such Tax Controversy at Purchaser’s expense. Seller shall execute, or cause to be executed, powers of attorney or other documents reasonably necessary to enable Purchaser to take all actions necessary in connection with any Tax Controversies. Purchaser shall have the counsel and representatives of the Stockholders’ Agent’s choice, authority to represent the interests of the Company in such with respect to any Tax Contest and control Controversy related to the conduct of such Tax Contest, Section 338(h)(10) Election; provided, however, Parent that Purchaser shall have keep Seller reasonably informed of such Tax Controversy and shall allow Seller to make comments to Purchaser regarding the right conduct of or positions taken by Purchaser in such Tax Controversy; provided, further, that Purchaser shall not consent to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event settlement of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any such Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, Controversy without the prior written consent of the Stockholders’ AgentSeller, such consent not to be unreasonably withheld, conditioned or delayed. (d) If, after the Closing Date, Purchaser, any Brand Company or any Affiliate of Purchaser receives any document with respect to the Tax matters of the Brand Companies, the Purchased Interests, or the assets, operations or activities of the Brand Companies that could affect Seller, or Seller or any Affiliate of Seller receives any document with respect to the Tax matters of the Brand Companies, the Purchased Interests, or the assets, operations or activities of the Brand Companies, the Party receiving such document shall supply a copy of such document to the potentially affected Party within seven days of receipt. For this purpose, such Tax documents shall include requests for information, notices of proposed adjustments, revenue agent’s reports or similar reports and notices of deficiency. Any information provided or obtained under this Section 7.10(d) shall be kept confidential, except as may otherwise be necessary in connection with the avoidance filing of doubta Tax Return, notwithstanding anything in this Agreement refund claims, Tax audits, Tax claims or Tax Controversies or as required by Applicable Law. (e) Any refund of Taxes (including any interest thereon) that relates to the contraryBrand Companies and that is attributable to a Post-Closing Period, Parent shall be the property of Purchaser and shall be retained by Purchaser (or promptly paid by Seller to Purchaser if any such refund (or interest thereon) is received by Seller). If after the Closing Date, any Brand Company shall not file or any IRS Form 1099-K for member of Purchaser’s consolidated Tax group receives a refund of any Tax that relates to such Brand Company and is attributable to a Pre-Closing Tax Period, then Purchaser shall promptly pay or cause to be paid to Seller the amount of such refund, together with any interest paid thereon. Any refund of Taxes (including any interest thereon) for a Straddle Period unless such filing shall be allocated between the Pre-Closing Period and the Post-Closing Period in accordance with Section 7.10(a). Seller shall repay to Purchaser the amount paid over pursuant to this Section 7.10(e) (plus any penalties, interest or other charges imposed by the relevant Governmental Entity) in the event that Purchaser is required to repay such refund to such Governmental Entity. Notwithstanding the foregoing, all such refunds shall be reduced by a Governmental Body the reasonable out-of-pocket costs and expenses (including reasonable external legal and advisory costs) incurred solely in connection with obtaining such refund. (f) After the Closing, Seller and Purchaser shall, each at its own expense, cooperate with each other and with each other’s Representative, in connection with the preparation or audit of any Tax Return, refund claim or Tax Controversy matter with respect to the activities of the Brand Companies, and such cooperation shall include the retention and (upon the other Party’s reasonable request) the provision of records and information, including work papers (but excluding records and information that are protected by recognized professional privilege) which are reasonably relevant to any Tax Returns, claims for refund, Tax Controversies or other action with respect to the activities of the Brand Companies, and shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser and Seller agree (i) to retain all books and records with respect to Tax Contestmatters pertinent to the activities of the Brand Companies relating to the six year period (or portion thereof) prior to the Closing Date, and (ii) to give the other Party reasonable written notice prior to destroying or discarding any such books and records and, if the other Party so requests, Purchaser or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (g) Seller and Purchaser shall join in making an election under Section 338(h)(10) of the Code (and any corresponding equivalent elections under state or local law) (a “Section 338(h)(10) Election”) with respect to the Contemplated Transaction under this Agreement (i.e. the acquisition of the stock of Gaiam Americas for U.S. federal income Tax purposes) such that Purchaser is treated as acquiring the assets of Gaiam Americas for U.S. federal income, state, local and/or franchise tax purposes. Except as otherwise provided herein, Seller shall include in all relevant Tax calculations and filings any income, gain, loss, deduction, or other Tax item resulting from the Section 338(h)(10) Election, including (i) any Tax imposed under Treasury Regulations Section 1.338(h)(10)-1(d)(2), or (ii) any state or local Tax imposed. In connection with the Section 338(h)(10) Election (or as soon thereafter as reasonably practicable), the Parties shall file all federal, state, local and other forms necessary to make the Section 338(h)(10) Election jointly and shall make any required filings and take any and all other reasonable actions necessary or appropriate to effect the Section 338(h)(10)

Tax Matters. (a) Parent Seller shall prepare, cause any Tax sharing or cause other allocation agreement with respect to Taxes between Media Co on the one hand and Seller and VE Newco (or any Affiliates of Seller) on the other hand to be prepared, and shall timely file, or cause to be timely filed, all income Tax Returns for the Company that are required to be filed after terminated as of the Closing Date so that they have no further effect for any Tax period ending taxable period. (b) Purchaser shall be liable for, all Taxes imposed on or prior with respect to Media Co and its Subsidiaries, their assets, businesses and operations, and the Purchased Interests, which are attributable to Post-Closing Periods. Seller shall be liable for, all Taxes imposed on or with respect to the Companies and their Subsidiaries, their assets, businesses and operations, and the Purchased Interests, which are attributable to Pre-Closing Periods, except to the extent included in the calculation of Working Capital. In the case of Taxes arising in a taxable period of the Companies that begins before and ends after the Closing Date (the “Income Tax ReturnsStraddle Period”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to ) (i) the Stockholders’ Agent for its review allocation of income Taxes or other Taxes based upon the income or receipts of (or consideration, interest or other compensation paid by) the Companies and comment at least fifteen (15) days prior to their Subsidiaries between the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Period and the Post-Closing Period shall be made on the basis of an interim closing of the books as of the close of business on the Closing Date; (ii) the amount of ad valorem and other Taxes pursuant of the Companies and their Subsidiaries attributable to Section 4the Pre-Closing Period shall equal the amount of such Tax for the entire taxable period (excluding extraordinary items attributable to activities of events after the Closing Date) multiplied by a fraction, the numerator of which is the number of days in the taxable period through the Closing Date, and the denominator of which is the total number of days in the taxable period; and (iii) the remainder of the ad valorem and of the Taxes of the Companies shall be attributable to the Post-Closing Period. To the extent the Companies are permitted but not required under applicable state, local, or foreign income Tax laws to treat the Closing Date as the last day of a taxable period, then the Parties shall treat the Closing Date as the last day of a taxable period. (bc) Parent Seller shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income of the Companies and their Subsidiaries for all periods ending on or prior to the Closing Date, including, without limitation, Tax Returns for the Company required such periods which are to be filed after the Closing Date, . Purchaser shall not amend or revoke any Tax Returns (or any elections relating thereto) filed or to be filed by Seller hereunder. Purchaser shall prepare and shall timely remitfile, or cause to be timely remittedprepared and filed, all Tax Returns with respect to Media Co and its Subsidiaries for all Tax periods ending after the appropriate Governmental Body all Taxes reflected on such Closing Date including any Straddle Periods. For any Tax ReturnsReturn of any of Media Co and its Subsidiaries with respect to a Straddle Period that is the responsibility of Purchaser under this Section 7.05(c), subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent Purchaser shall (i) prepare and file such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared in a manner consistent with the past practices practice of the CompanyCompanies and their Subsidiaries, as applicablethe case may be, in all material respects, except as unless otherwise required by applicable law Applicable Law, and (ii) any deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such proposed Tax Return (accompanied, where appropriate, by a calculation of the allocation between the Pre-Closing Period and the Post-Closing Period of the Taxes shown to be due on such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment Return) at least fifteen (15) 20 days prior to the due date (giving effect to any validly obtained extension) thereof. (d) Purchaser shall have the right to control any Tax audits, Tax disputes or administrative, judicial or other proceedings (“Tax Controversies”) with respect to Media Co and its Subsidiaries; provided, however, that in the case of any Tax Controversy that relates to any Taxes that could give rise to a liability of Seller or VE Newco under this Agreement, Seller may participate in such Tax Controversy at Seller’s expense, and Purchaser shall not enter into any agreement that represents a final determination of the matter without Seller’s prior written consent; provided, further, that in the case of any Tax Controversy that relates to Taxes that could give rise to liability of Seller or VE Newco under this Agreement and that could not reasonably be expected to adversely impact the Tax liability of Purchaser, Seller shall have the right to control such Tax Controversy, in which case Purchaser may participate in such Tax Controversy at Purchaser’s expense. Seller shall execute, or cause to be executed, powers of attorney or other documents reasonably necessary to enable Purchaser to take all actions necessary in connection with any Tax Controversies. (e) If, after the Closing Date, Purchaser, the Companies or any Affiliate of Purchaser or the Companies receives any document with respect to the Tax matters of the Purchased Interests, or the assets, operations or activities of the Companies that could affect Seller, or Seller or any Affiliate of Seller receives any document with respect to the Tax matters of the Purchased Interests, or the assets, operations or activities of the Companies, the Party receiving such document shall supply a copy of such document to the potentially affected Party within seven days of receipt. For this purpose, such Tax documents shall include requests for information, notices of proposed adjustments, revenue agent’s reports or similar reports and notices of deficiency. Any information provided or obtained under this Section 7.05(e) shall be kept confidential, except as may otherwise be necessary in connection with the filing such of a Tax Return, and Parent shall consider in good faith such revisions refund claims, Tax audits, Tax claims or Tax Controversies or as are reasonably requested required by the Stockholders’ AgentApplicable Law. (cf) Any refund of Taxes (including any interest thereon) that relates to Media Co and that is attributable to a Post-Closing Period, shall be the property of Purchaser and shall be retained by Purchaser (or promptly paid by Seller to Purchaser if any such refund (or interest thereon) is received by Seller). If after the Closing Date, the Companies, any member of Purchaser’s consolidated Tax group, or any other Person, receives a refund of any Tax that that relates to the Companies and is attributable to a Pre-Closing Period, then Purchaser shall promptly pay or cause to be paid to Seller the amount of such refund, together with any interest paid thereon. Any refund of Taxes (including any interest thereon) for a Straddle Period shall be allocated between the Pre-Closing Period and the Post-Closing Period in accordance with Section 7.05(b). (g) After the Closing, Seller and Purchaser shall, each at its own expense, cooperate with each other and with each other’s Representative, in connection with the preparation or audit of any Tax Return, refund claim or Tax Controversy matter with respect to the activities of the Companies, and such cooperation shall include the retention and (upon the other Party’s reasonable request) the provision of records and information, including work papers (but excluding records and information that are protected by recognized professional privilege) which are reasonably relevant to any Tax Returns, claims for refund, Tax Controversies or other action with respect to the activities of the Companies, and shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser and Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the activities of the Companies relating to the six year period (or portion thereof) prior to the Closing Date, and (ii) to give the other Party reasonable written notice prior to destroying or discarding any such books and records and, if the other Party so requests, Purchaser or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (h) All liability for transfer, documentary, sales, use, value added, excise, use stamp, recording, registration registrations and any similar other such Taxes that become payable and fees (including penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne and paid in equal parts by Purchaser and Seller, regardless of the Indemnitorsperson liable for such Taxes under Applicable Law. The party required by law to Seller shall file to file a all necessary Tax Return Returns and other documentation with respect to all such Transfer transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable Law, Purchaser shall do so join, and shall cause the Companies to join, in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share execution of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governdocumentation. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. (a) Parent shall prepare, or cause All payments to be preparedmade to Elion by Processa hereunder shall be reduced by or on account of any taxes, and shall timely filelevies, imposts, duties, charges, value added taxes (“VAT”), assessments or cause to be timely filedfees (collectively, all income Tax Returns for the Company “Taxes”) that are required by any applicable Law (with due regard to any relief to which Elion may be filed after the Closing Date for entitled) that Taxes be deducted and withheld from any Tax period ending on or prior payment made to the Closing Date (the “Income Tax Returns”)Elion by Processa under this Agreement. All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) If any such Tax Return applicable Law requires (with due regard to any relief to which Elion may be entitled) that reports Taxes be deducted and withheld from any Tax for which indemnification is required payment made to Elion by Processa under this Agreement, along Processa shall (a) deduct those Taxes, together with a statement setting forth any interest and penalties properly assessed thereon, from such payment or from any other payment owed by Processa hereunder; (b) transmit the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided amounts so deducted to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. proper Governmental Authority; (c) All liability for transfersend evidence of the requirement together with proof of due transmission of the amounts described in clause (b) to Elion promptly following such payment; and (d) remit to Elion the net amount of such payment remaining after the payment of such Taxes. In determining whether to deduct any amount hereunder and prior to making such deduction, salesProcessa shall contact Elion and reasonably consider the documentation supplied by Elion, useand of other facts known to Processa, value addedsupporting a reduction in any Tax otherwise required to be deducted, excise, stamp, recording, registration or a credit therefor or refund thereof. Processa will reasonably cooperate with Elion in respect of Tax matters relating to payments made by Processa to Elion under this Agreement and any similar disputes with a Governmental Authority regarding such matters (at Elion’s sole cost and expense), including without limitation: (y) complying with reasonable requests from Elion to change the form, place or other circumstances of payments to be made to Elion by Processa under this Agreement so as to reduce the incidence of Taxes that become payable on such payments or recover any Taxes imposed on such payments (any such recovery to be for the benefit of Elion); and (z) in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect any official or unofficial audit or contest relating to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereofpayments. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and if any failure to comply with applicable Laws or filing or record retention requirements by a Party leads to the Company shall imposition of withholding Tax liability or VAT on the other Party that would not file any IRS Form 1099-K for any Pre-Closing Tax Period unless have been imposed in the absence of such filing action or in an increase in such liability above the liability that would have been imposed in the absence of such action, then (i) the sum payable by that Party (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that the other Party receives a sum equal to the sum which it would have received had no such action occurred, and (ii) otherwise, the sum payable by a Governmental Body that Party (in connection respect of which such deduction or withholding is required to be made) shall be made to the other Party after deduction of the amount required to be so deducted or withheld, which deducted or withheld amount shall be remitted in accordance with a Tax Contestapplicable Law.

Tax Matters. (a) Parent shall preparepay and indemnify and hold harmless PESI, or cause to be prepared, the Company and shall timely file, or cause to be timely filed, the Company Subsidiaries from and against: (i) all income Tax Returns for Taxes (or the nonpayment thereof) owing by the Company that are required with respect to be filed after business performed by the Closing Date Company and the Company Subsidiaries for any Tax period ending on or prior to before the Closing Date (the a “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i”) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and any pre-Closing Straddle Period; (ii) any such Tax Return that reports and all Taxes of Parent or any Tax for Affiliate of Parent or any other business entity or other Person imposed on the Company, the Company Subsidiaries or on PESI, as a transferee or successor, by contract or pursuant to any Law, which indemnification is required under this Agreement, along with Taxes relate to their conduct of business or any other event or transaction occurring on or before the Closing Date or as a statement setting forth result of the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation closing of the transactions contemplated by this Agreement Agreement; and (“Transfer Taxes”iii) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share all Claims arising out of any Transfer Taxes upon receipt of evidence reasonably satisfactory or incident to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one handimposition, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute assessment or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice assertion of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereofdescribed in clauses (i) and (ii) above. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent all matters relating to Taxes will be governed by this Section 5.10 and no provision of Section 5.10 will limit, modify or offset the rights or obligations of the parties hereunder. (b) For purposes of this Agreement, the portion of any income Tax, with respect to the income, property or operations of the Company and the Company Subsidiaries that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period in accordance with this Section 5.10. The portion of such Tax attributable to the pre-Closing Straddle Period will be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date, except for periodic Taxes that are not based on or related to income, such Taxes shall not file any IRS Form 1099be apportioned based on the number of days in the Tax period through the Closing Date compared to the number of days in the Tax period following the Closing Date. The portion of Tax attributable to a post-K for closing Straddle Period will be calculated in a corresponding manner. (c) Any indemnity payment to be made pursuant to this Section 5.10 must be paid by wire transfer of immediately available funds no later than ten (10) days after PESI makes written demand upon Parent therefor. (d) The indemnification provisions in this Section 5.10 are in addition to the indemnity provision of Article VIII and will survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations. (e) Parent shall prepare, or caused to be prepared, and timely file, all original Tax Returns of the Company and Parent with respect to any Pre-Closing Tax Period unless such filing is that have not yet been filed, on a basis consistent with past practice, except to the extent required by applicable Law, and shall timely pay, or cause to be timely paid, all Taxes shown as due and owing on such Tax Returns. Parent shall allow PESI at least fifteen (15) days in which to review any portion relating to the Company in such Pre-Closing Tax Period Tax Returns, prior to their filing and shall provide to PESI such information that is reasonably requested by PESI to confirm Parent’s adherence to past practice. If PESI, within fifteen (15) days after delivery of such Tax Return, notifies Parent in writing that it objects to any items relating to the Company in such Tax Return, the disputed items shall be resolved pursuant to Section 1.5(b). If PESI does not respond within fifteen (15) days, PESI shall not be entitled to object to any item in such Tax Return, and Parent shall file such Tax Return. The cost of preparing such Tax Returns shall be borne by Parent. (f) If Parent on the one hand, and PESI, on the other, disagree as to the treatment of any item on any Tax Return described in this Section 5.10 hereof, Parent and PESI shall promptly consult each other in an effort to resolve such dispute in good faith. If any such point of disagreement cannot be resolved in ten (10) days of the date of consultation, the Independent Accounting Firm shall resolve any remaining disagreements. The determination of the Independent Accounting Firm shall be final, conclusive and binding on the parties. The costs, fees and expenses of the Independent Accounting Firm shall be borne equally by PESI, on the one hand, and Parent, on the other. Nothing in this Agreement shall prevent the timely filing of a Governmental Body Tax Return by the preparing party. However, the preparing party shall file an amended Tax Return to reflect resolution of the items in dispute by the parties or the Independent Accountant Firm, as the case may be. (g) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) imposed in connection with a Tax Contestthis Agreement will be shared equally by Parent and PESI.

Tax Matters. (a) Parent To the extent the Purchaser and the Seller Parties reasonably agree the same are required, the Seller Parties shall prepareuse their commercially reasonable efforts to procure and provide the Purchaser with such clearance certificates or other documents as the Purchaser reasonably determines are required by any state taxing authority to relieve the Purchaser of any obligation to withhold any portion of the payments to the Seller Parties pursuant to this Agreement. (b) In the case of Taxes of KNE that are payable with respect to a Straddle Period, the portion of any such Tax that is allocable to Pre-Closing Tax Period shall be (A) in the case of Taxes that are (x) based upon or cause related to income or receipts of KNE or (y) employment, social security or other similar Taxes of KNE, deemed equal to the amount which would be payable if the taxable year ended on the date immediately prior to the Closing Date; and (B) in the case of Taxes imposed on a periodic basis with respect to any assets or otherwise measured by the level of any item (including, for the avoidance of doubt, all Property Taxes imposed with respect to the Assets) deemed to be prepared, and shall timely file, or cause to be timely filed, all income Tax Returns the amount of such Taxes for the Company that are required to be filed after entire period (or, in the Closing Date case of such Taxes determined on an arrears basis, the amount of such Taxes for any Tax the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on or the date immediately prior to the Closing Date (and the “Income denominator of which is the number of calendar days in the entire period. To the extent permitted by or required under Applicable Law, the Seller Parties and the Purchaser shall elect to treat the Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to year of KNE as ending on the Stockholders’ Agent for its review and comment at least fifteen (15) days date immediately prior to the Closing Date. (c) The Seller Parties shall be responsible for and shall promptly pay when due date for filingall Property Taxes levied with respect to the Acquired Assets attributable to the Pre-Closing Tax Period, and Parent the Purchaser shall consider be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Assets attributable to the Post-Closing Tax Period. All Property Taxes levied with respect to the Acquired Assets for the Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period, as follows: the portion allocable to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in good faith the Tax period ending on the day before the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Upon receipt of any xxxx for such revisions Property Taxes relating to the Acquired Assets, the Purchaser, on one hand, and the Seller Parties, on the other hand, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.6(c) together with such supporting evidence as are is reasonably requested necessary to calculate the proration amount. The proration amount shall be paid by the Stockholders’ Agent party owing it to the other within ten (10) days of the Stockholders’ Agent’s receipt after delivery of such Income Tax Returnsstatement. Parent In the event that the Purchaser or the Seller Parties shall timely filemake (or has made) any payment for which it is entitled to reimbursement under this Section 6.6(c), or cause to be timely filed, the applicable party shall make such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. reimbursement promptly but in no event later than ten (b10) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed days after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices presentation of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for reimbursement to which the Indemnitors presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (d) Purchaser shall prepare or cause to be prepared and file or cause to be timely filed all Tax Returns for KNE that are responsible due on or after the Closing Date that include any Pre-Closing Tax Period (together, the “Purchaser’s Returns”). Each Purchaser’s Return shall be prepared in accordance with the past practice of KNE in preparing its Tax Returns, provided such past practice is consistent with applicable Law, and the applicable Law and Purchaser shall provide the Seller Parties with a draft copy of each such Purchaser’s Return (and, in the case of any Purchaser’s Return that includes a Straddle Period, a statement setting forth the allocation of Taxes reflected on such Purchaser’s Return to the Pre-Closing Period in accordance with the principles set forth in Section 6.6(b) (an “Allocation Statement”)) for review no later than thirty (30) days before the due date of such Purchaser’s Return (taking into account any properly obtained extensions). If the Purchaser and the Seller Parties fail to resolve any dispute with respect thereto, shall be to any Purchaser’s Return or related Allocation Statement provided by Purchaser to the Stockholders’ Agent for its review and comment at least Seller Parties within fifteen (15) days prior after receipt of such Purchaser’s Return and related Allocation Statement by the Seller Parties, then any such disputed matter shall be submitted to and resolved by a mutually agreed nationally recognized in Germany independent accounting firm (the “Independent Accounting Firm”). The Independent Accounting Firm shall be directed to render a written report on the unresolved disputed issues as promptly as practicable, but in no event greater than ten (10) days after such submission to the due date for filing such Tax ReturnIndependent Accounting Firm, and Parent shall consider in good faith such revisions as are reasonably requested limit its review to the unresolved issues. The resolution of any dispute by the Stockholders’ AgentIndependent Accounting Firm shall be final and binding on the Purchaser and the Seller Parties. The fees and expenses of the Independent Accounting Firm shall be allocated between the Purchaser and the Seller in the proportion that the amounts determined by the Independent Accounting Firm against each party bear to the total amount in dispute (determined with respect to dollar amount). (ce) All liability for transferPurchaser shall not, salesand shall not permit any of its Affiliates to, use, value added, excise, stamp, recording, registration and (i) make any similar Taxes that become payable in connection with consummation election under Section 338(g) of the transactions Code with respect to the acquisition of the KNE Interests contemplated by this Agreement Agreement, (“Transfer Taxes”ii) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return make any election under Treasury Regulation 301.7701-3 with respect to KNE effective on or before the Closing Date, or (iii) without the prior written consent of the Sellers Parties, which such Transfer Taxes consent shall do so not be unreasonably withheld (except in the time and manner prescribed event such action could result in a claim for indemnification by lawthe Purchaser against the Seller Parties, and then without the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party prior written consent of the amount of such Transfer TaxesSeller Parties): (y) file, re-file, or amend any Tax Return for KNE that was due before the Closing Date or (z) amend any Purchaser’s Return prepared and filed pursuant to Section 6.6(d). (df) The Company Purchaser and its Affiliates, on the Indemnitors on one hand, and Parent the Seller Parties, on the otherother hand, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 6.6(d) and any audit, examination, claim, dispute litigation or controversy by any Governmental Body other proceeding with respect to Taxes relating to the Acquired Assets. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Seller Parties and Purchaser agree to (A) to retain all books and records with respect to Tax matters pertinent to the Acquired Assets relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser or the Seller Parties, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Purchaser and its Affiliates or the Seller Parties, as the case may be, shall allow the other party to take possession of such books and records. (g) Each Seller Party shall deliver to the Purchaser at Closing a certificate of non-foreign status (in such form as reasonably requested by Purchaser) conforming to the requirements of Section 1.1445-2(b)(2) of the United States Treasury Regulations. Purchaser and the Seller Parties further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (h) All tax-sharing agreements or similar agreements with respect to or involving KNE, on one hand, and the Seller Parties and their Affiliates (other than KNE), on the other hand, shall be terminated as of the Closing and, after the Closing, KNE shall not be bound thereby or have any liability or claim for benefit thereunder. (i) Purchaser shall pay the Seller Parties any Tax refunds received by the Purchaser or its Affiliates with respect to Taxes of the KNE for all Pre-Closing Tax Periods within fifteen (each 15) business days of receipt of any such Tax refund. Any such payments shall be treated as an adjustment to the Final Base Purchase Price. (j) The Purchaser shall promptly notify the Seller Parties, in writing upon receipt of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to the income, properties or operations of the Seller Parties that reasonably may be expected to result in a claim for indemnification under this Agreement (each, a “Tax ContestClaim”). Parent shall Purchaser’s failure to notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate Seller Parties of Parent (including the Company after the Closing Date) of written notice of any a Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days Claim will not relieve any of the Indemnitors Seller Parties of their obligations under this Agreementany liability that they may have, except to the extent the Stockholders are materially defense of such Tax Claim is prejudiced as by Purchaser’s failure to give such notice. Such notice shall include a result thereof. Notwithstanding anything to copy of the contrary in this Agreement, in the case relevant portion of any correspondence received from the relevant Tax Contest concerning an Income authority. The Seller Parties may elect within ten (10) days of receiving notice of a Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, Claim to represent the interests Purchaser or any of its Affiliates in any such Tax Claim, and to employ counsel of their choice at their expense, provided that the Seller Parties may not agree to settle any Tax Claim without Purchaser consent, which consent shall not be unreasonably conditioned, withheld or delayed. If Purchaser unreasonably refuses to give its consent to any proposed settlement, then the Seller Parties liability under this Agreement with respect to such Tax Claim shall be limited to the aggregate amount of the Company in proposed settlement. If the Seller Parties choose to direct a Tax Claim, Purchaser shall (i) cause powers of attorney authorizing the Seller Parties to represent the Purchaser or its Affiliates, as the case may be, before the relevant Tax authority and such Tax Contest and other documents as are reasonably necessary for the Seller Parties to control the conduct of any such Tax Contest, provided, however, Parent shall Claim and (ii) have the right to participate in the Tax Claim at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests (which expense shall not be governed by Section 4.5deemed a Loss for purposes of this Agreement). In the event of any inconsistency conflict between the provisions of this Section 5.3 6.6(j) and Section 4.59.4, this Section 5.3 6.6(j) shall govern. (e) Parent shall not amend or cause to be amended . Notwithstanding the foregoing, if any issue raised in a Tax Return Claim could have an impact on the Taxes of the Company (Purchaser, KNE, the Business or file any new Tax Return) the Acquired Assets for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the PrePost-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes , then the Purchaser shall have the opportunity to jointly control the conduct and resolution of the Indemnitors or for portion of such Tax Claim which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, could have an impact on such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K Taxes for any PrePost-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax ContestPeriod.

Tax Matters. (a) Parent shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all income Tax Returns for The parties hereto recognize that the Company transactions that are required contemplated by this Agreement constitute a fully taxable sale for all Tax purposes of all of the assets of the TTS Business to be filed after TTSI. Except as provided below, it is the intention of the parties that Seller Companies will accept liability for and pay any and all Taxes based on the income of TTSI due for or attributable to Tax periods ending on or before the Closing Date and that portion related to the operation of the Business on or prior to the Closing Date for any Tax period ending on or prior after the Closing Date. Seller Companies will accept liability for and pay any and all Taxes attributable to the Closing Date (the “Income Tax Returns”)transfer of assets to TTSI. All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided Seller Companies will accept liability for and pay all Taxes attributable to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior deemed sale of assets pursuant to the due date Section 338(h)(10) election; provided, however, for filingthose state jurisdictions which do not respect or allow the Section 338(h)(10) election contemplated by Section 2.05, and Parent shall consider in good faith such revisions as are reasonably requested by Seller Companies will pay Taxes on the Stockholders’ Agent within ten (10sale of stock of TTSI, but their respective obligations to pay Taxes on the deemed asset sale under the Section 338(h)(10) days of election will be reduced correspondingly, thereby causing the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause Contemplated Transactions to be timely filedsubject to Tax only once for any state or local purposes. Accordingly, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, the Buyer will indemnify Seller Companies to the appropriate Governmental Body all Taxes reflected on all Income extent of any double Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4imposed by such states. (bi) Parent shall prepare and timely file, or cause to be prepared and timely filed, will file with the appropriate Tax Authorities all Tax Returns other than Income Tax Returns for the Company required to be filed after on its behalf and on behalf of TTSI for any taxable period ending on or before the Closing Date, and shall timely remit, or cause to be timely remitted, Parent will include the taxable income of TTSI (to the appropriate Governmental Body all Taxes reflected on extent permitted by Applicable Law) for each such period in its consolidated federal income Tax ReturnsReturn and in any consolidated, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such combined or unitary Tax Return (including Tax Returns include based on or measured by net income) filed by Parent or any Pre-Closing Affiliate thereof in which such income can be included under Applicable Law. TTSI will furnish Tax Periodinformation to Parent for inclusion in such consolidated, (i) such combined or unitary Tax Returns shall be prepared consistent with filed by Parent or an Affiliate thereof for the past practices of period which includes the Company, as applicable, in all material respects, except as otherwise required by applicable law Closing Date. Parent and (ii) any such Tax Return its Affiliates agree that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided they will take commercially reasonable efforts to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of treat the transactions contemplated by this Agreement (“Transfer Taxes”as being a fully taxable sale of all of the assets of the TTS Business pursuant to a taxable transfer under the Code and the Section 338(h)(10) shall be borne by election of the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in Code at the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount transfer of such Transfer Taxes. (d) The Company Contributed Assets and Transferred Intellectual Property to TTSI. As a result, all Contributed Assets and Transferred Intellectual Property will have a basis equal to their fair market value for purposes of determining any gain under the Indemnitors on one hand, and Parent on deemed sale resulting from the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”338(h). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. (a) Parent shall prepare, or cause to be prepared, The SPE and the SPE Subsidiaries shall timely file, file or cause to be timely filed, filed when due all income Tax Returns for the Company that are returns required to be filed after the Closing Date for any Tax period ending by or with respect to such Person on or prior to the Closing Date (the “Income Tax Returns”)and shall pay or cause to be paid all Taxes shown due thereon. All Income such Tax Returns returns (including, for the avoidance of doubt, any amended Tax returns) shall be prepared in accordance a manner consistent with past practice, except as otherwise required by applicable lawLaw. (b) The REIT shall prepare or cause to be prepared and file or cause to be filed all income Tax returns of the SPE and any of the SPE Subsidiaries which are due after the Closing Date. Each Income All such income Tax Return returns (including, for the avoidance of doubt, any amended Tax returns) shall be provided to the Stockholders’ Agent for its review and comment at least fifteen prepared in a manner consistent with past practice, except as otherwise required by applicable Law. No later than ten (1510) days prior to the due date (including extensions) for filingfiling such income Tax returns, the REIT shall deliver such income Tax returns to American Assets, Inc. for its review and Parent approval, which shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to not be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4unreasonably withheld. (bc) Parent The REIT shall prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices returns of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration SPE and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer TaxesSubsidiaries. (d) The Company REIT and the Indemnitors on one handSPE will each use its reasonable best efforts to cause the Merger to qualify, and Parent on will use its reasonable best efforts not to, and not to permit or cause any of its Subsidiaries to, take any action that could reasonably be expected to prevent or impede the other, shall cooperate fullyMerger from qualifying, as and to a reorganization within the extent reasonably requested by the other party, in connection with the filing meaning of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense Section 368 of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governCode. (e) Parent shall not amend or cause Unless otherwise required pursuant to be amended any Tax Return a “determination” within the meaning of Section 1313(a) of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes Code, each of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without REIT and the written consent SPE shall report the Merger as a “reorganization” within the meaning of Section 368(a) of the Stockholders’ AgentCode for federal income tax purposes. (f) Following the Merger, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance REIT will comply with the record-keeping and information filing requirements of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099Treasury Regulation Section 1.368-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest3.

Tax Matters. (a) Parent Seller shall prepare, or cause to be prepared, control the preparation and shall timely file, or cause to be timely filed, filing of all income Tax Returns for the Company that are required to be filed after by or with respect to the Company for all Taxable Periods ending on or before the Closing Date for any Tax period ending on or prior to and with due dates (including by way of a properly filed extension) after the Closing Date (the “Income Tax Seller-Controlled Returns”). All Income Tax Purchaser (including, for purpose of this Section 6.5 only, the Surviving Corporation) shall cooperate with Seller and the Company in the preparation of Seller-Controlled Returns and shall be prepared provide assistance as reasonably requested by Seller Representative. Seller shall deliver any such Seller-Controlled Return to Purchaser in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent form proposed for its review and comment filing at least fifteen (15) days Business Days prior to the due date for filing, thereof and Parent shall consider in good faith such revisions as are reasonably requested all reasonable comments provided by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4Purchaser with respect thereto. (b) Parent Purchaser shall prepare control the preparation and timely file, or cause to be prepared and timely filed, filing of all Tax Returns other than Income Tax Returns for the Company required to be filed after by or with respect to the Surviving Corporation for any Taxable Period that begins on or before, and ends after, the Closing Date, Date (a “Straddle Period”). Seller shall cooperate with Purchaser in the preparation of such returns (“Straddle Period Returns”) and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4provide assistance as reasonably requested by Purchaser. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns Purchaser shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) deliver any such Tax Straddle Period Return that reports any Tax to Seller in the form proposed for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment filing at least fifteen (15) days Business Days prior to the due date for filing such Tax Return, thereof and Parent shall consider in good faith such revisions all reasonable comments provided by Seller with respect thereto. At least five (5) Business Days prior to the due date of any payment required to be made with respect to any Straddle Period Return, Seller shall pay to Purchaser the amount of Taxes attributable to any Taxable Period (or portion thereof) ending on or before the Closing Date as are reasonably requested determined and demonstrated by the Stockholders’ Agentadequate documentation accepted by both parties in accordance with Section 6.5(c) hereto in respect of Straddle Periods. (c) With respect to any Straddle Period, for the purpose of determining each party’s liability in respect of Taxes hereunder, (i) any income, franchise, gains, receipts and similar Taxes shall be allocated between the period that ends on the day before the Closing Date and the period that begins on the Closing Date by treating the day before the Closing Date as the last day of such Taxable Period (i.e., the parties hereto shall “close the books” on such date, and shall elect to do so if permitted by applicable Laws), and (ii) other Taxes, imposed on a periodic basis, shall be apportioned between the period that ends on and includes the Closing Date and the period that begins on the following day on a per diem basis. (d) All liability for transfer, documentary, sales, use, value added, excise, stamp, recording, registration and any similar other such Taxes that become payable (including all applicable real estate transfer or gains Taxes and stock transfer Taxes) incurred in connection with consummation of this Agreement and the transactions contemplated hereby shall be paid by Purchaser. Each party to this Agreement shall cooperate in the timely making of all filings, returns, reports and forms as may be required in connection therewith. (“Transfer Taxes”e) All contracts, agreements or arrangements under which the Company may at any time have an obligation to indemnify for or share the payment of or liability for any portion of a Tax (or any amount calculated with reference to any portion of a Tax) shall be borne terminated by Closing. (f) Purchaser and Seller shall, (i) after the Indemnitors. The Closing, assist (and cause their respective Affiliates to assist) the other party required by law to file to file a hereto in preparing and filing any Tax Return Returns that such other party hereto is responsible for preparing and filing, (ii) after the Closing, cooperate fully in preparing for any audits of, or disputes or other Proceedings with any Taxing Authority or with respect to such Transfer any matters with respect to Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory or relating to the non-filing Company or the Surviving Corporation and (iii) make available to the other party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as hereto and to the extent any Taxing Authority as reasonably requested by all information, records and documents relating to Tax matters (including Tax Returns) of or relating to the other party, Company or the Surviving Corporation relating to any Taxable Period that begins on or before the Closing Date. The parties hereto shall keep any information obtained under this Section 6.5 confidential except (x) as may be necessary in connection with the filing of Tax Returns and or claims for refund or the conduct of any audit, examination, claim, dispute litigation or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest other Proceeding with respect to an Income Tax Return Taxes or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (ey) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without with the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contestother party hereto.

Tax Matters. The following provisions (which shall take precedence over any other provision of this Agreement in the event of a conflict) shall govern the allocation of responsibility as among the Buyer, the Seller and the Company for certain Tax matters following the Closing Date: (a) Parent The Seller shall preparehave responsibility for, and shall pay or cause to be preparedpaid when due, any and all Taxes relating to the Company for or relating to any Pre-Closing Tax Period. The Seller shall timely prepare and file or cause to be prepared and filed (i) all Tax Returns of the Company for all Tax periods ending on or before the Closing Date and shall pay the Taxes shown as due on such Tax Returns and (ii) all Tax Returns of the Company for all Tax periods that begin before and end after the Closing (“Straddle Periods”) that are filed on a consolidated, combined, unitary or similar basis. The Buyer shall timely file, prepare and file or cause to be timely filed, prepared and filed all income Straddle Period Tax Returns for not described in the previous sentence. The Tax Returns described in the previous two sentences shall be prepared or completed in a manner consistent with prior practice of the Company with respect to Tax Returns concerning the income, properties or operations of the Company, except as otherwise required by Law or regulation or otherwise agreed to in writing by the Parties prior to the filing thereof. Prior to the filing of any Tax Return described in clause (i) of the second sentence of this Section 6.7(a) that was not filed before the Closing Date, the Seller shall provide the Buyer with a substantially final draft of such Tax Return (or in the case of a Tax Group Tax Return, a draft pro forma Tax Return of the Company that are required to be filed after reflects its inclusion in the Closing Date for Tax Group, including as appropriate a substantially final draft of any Tax period ending on document or prior to the Closing Date (the “Income Tax Returns”form described in Section 6.7(i). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment ) at least fifteen (15) days Business Days prior to the due date for filingsuch Tax Return. The Buyer shall notify the Seller of any objections that the Buyer may have to any items set forth in any such draft Tax Return (or draft pro forma Tax Return), and Parent the Buyer and the Seller shall consider agree to consult and resolve in good faith any such revisions as are reasonably requested objection and to mutually consent to the filing of such Tax Return (including the Tax Group Tax Return that would reflect the draft pro forma Tax Return), Prior to the filing of any Straddle Period Tax Return, the preparing Party shall provide the other Party with a substantially final draft of such Straddle Period Tax Return (or, in the case of a Tax Group Straddle Period Tax Return prepared by the Stockholders’ Agent Seller, a draft pro forma Straddle Period Tax Return of the Company that reflects its inclusion in the Tax Group) at least fifteen (15) Business Days prior to the due date for such Tax Return, including an allocation of pre- and post-Closing Straddle Period Taxes in accordance with Section 6.7(b). The other Party shall promptly notify the preparing Party of any objections that the other Party may have to any items set forth in any such draft Straddle Period Tax Return (or draft pro forma Straddle Period Tax Return) or allocation of Straddle Period Taxes, and the Buyer and the Seller shall agree to consult and attempt to resolve in good faith any such objection. If the Parties are unable to resolve a dispute regarding any Tax Returns (or allocation of Straddle Period Taxes) as described in this Section 6.7(a) within a ten (10) days Business Day period, the Parties shall retain the services of an accounting firm having a national reputation that is acceptable to the Buyer and the Seller to resolve the dispute with such resolution being final and binding upon the Parties. Upon resolution of all such disputes, the relevant Tax Return shall be timely filed on that basis, provided that no Party shall be required to file any Tax Return after its due date (taking into account extensions). The cost of such accounting firm shall be borne one-half by the Buyer and one-half by the Seller. With respect to any Straddle Period Tax Return, the Seller shall be liable for any Taxes allocated to the portion of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent Straddle Period ending on the Closing Date, and the Buyer shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, liable for any Taxes allocated to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed period beginning after the Closing Date, and shall timely remit, or cause each of the Buyer and the Seller agrees to be timely remitted, pay its share of Straddle Period Taxes to the appropriate Governmental Body all Taxes reflected on other Party at least two (2) Business Days prior to the filing of any such Straddle Period Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. Return. (b) To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required permitted by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax ReturnLaw, the Stockholders’ Agent Parties shall have cause the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests taxable year of the Company in such Tax Contest to end for applicable federal and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end state income tax purposes on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.the

Tax Matters. Except as provided in Section 6.8 relating to Transfer Taxes: (a) Parent shall prepareWith respect to any Income Tax Return covering a taxable period ending on or before the date hereof (a “Pre-Signing Taxable Period”), or cause to be prepareda taxable period beginning on or before the date hereof and ending after the date hereof, and shall timely filewhether or not ending after the Closing Date (a “Straddle Taxable Period”), or cause to be timely filed, all income Tax Returns for the Company that are is required to be filed after the Closing Date for any Tax period ending on or prior with respect to the Closing Date Company or any of its respective Subsidiaries, (i) the “Buyer shall cause the Company to prepare such Income Tax Returns”). All Income Tax Returns shall be prepared Return, in accordance a manner consistent with applicable law. Each the Company’s past practice and reflecting the utilization of any available net operating loss carryforwards or other tax attributes, and to deliver a copy of such Income Tax Return shall be provided as so prepared to each of the StockholdersSellers for the Sellers’ Agent for its review and comment approval (which approval shall not be unreasonably withheld, conditioned or delayed) at least fifteen (15) 30 days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of filing such Income Tax ReturnsReturn (after giving effect to any permitted extensions), (ii) the Sellers and the Buyer shall cooperate and consult with each other in order to finalize such Income Tax Return, reflecting all reasonable comments of the Sellers with respect therewith, and (iii) thereafter the Buyer shall cause such Income Tax Return to be executed and timely filed with the appropriate Taxing Authority. Parent Buyer shall timely file, pay or cause to be timely filed, paid all Income Taxes due with respect to the period covered by such Income Tax Returns as prepared by ParentReturn, provided, however, that the Buyer will be entitled to indemnification pursuant to Section 9.2(a)(iii) with respect to any Taxes paid after the date hereof that are attributable to any Pre-Signing Taxable Period or the Pre-Signing portion of any Straddle Taxable Period, determined in accordance with Section 6.9(b), without regard to when such Tax Return is filed. Parent The Buyer shall timely remitbe responsible for the preparation of all Tax Returns, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all other than Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for of the Company and its Subsidiaries that is required to be filed after the Closing Date, and shall timely remitthe payment of all Taxes, or cause other than Income Taxes, due with respect to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject and the Sellers shall have no obligations with respect to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any or such Taxes. (b) The amount of Income Taxes that are payable for a Straddle Taxable Period that are allocated to the Pre-Closing Tax Period, (i) Signing portion of such Tax Returns period shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth equal the amount of Income Taxes that would be payable if the taxable year ended on the date hereof (calculated as if there were an interim closing of the books as of the date hereof); provided, however, that deductions for which the Indemnitors are responsible with respect thereto, depreciation and other similar deductions and allowances shall be provided apportioned by multiplying any such deductions and allowances by a fraction, the numerator of which is (A) the number of calendar days in the Pre-Signing portion of the Straddle Taxable Period and (B) the denominator of which is the number of calendar days in the entire relevant Straddle Taxable Period. For the avoidance of doubt, the amount of Income Taxes allocated to the Stockholders’ Agent Pre-Signing portion of a Straddle Taxable Period shall exclude any such Income Taxes that would not have been payable if not for the effect of transactions or events after the date hereof, including the Closing, on any net operating loss carryforwards or other tax attributes of the Company or its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ AgentSubsidiaries. (c) All liability The Buyer shall (and shall cause the Company or its Subsidiaries, as applicable, to) give written notice to the Sellers of its receipt of any notice of any audit, examination, Legal Proceeding or assessment for transferany Income Tax for which the Sellers may have an indemnification obligation under Section 9.2 within 15 days after its receipt of such notice; provided, saleshowever, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation a failure to provide such notice within such 15-day period shall not affect the rights or obligations of the transactions contemplated by this Agreement (“Transfer Taxes”) Buyer other than if the Sellers shall be borne by the Indemnitors. The party required by law to file to file have been actually prejudiced as a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount result of such Transfer Taxesfailure. (d) The Company With respect to any contest relating to Income Taxes (a “Tax Action”) relating to a Pre-Interim Period Taxable Period for which Sellers could have an indemnification obligation under Section 9.2, the Sellers may, solely at their own cost and the Indemnitors on one handexpense, control all proceedings and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, may make all decisions taken in connection with such Tax Action and, without limiting the filing of Tax Returns foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest Taxing Authority with respect thereto. The Buyer shall cooperate with the Sellers, including agreeing to an Income Tax Return or relating to Pre-Closing Taxes, provided, that extension of the failure to deliver any such notice within thirty days will not relieve the Indemnitors statute of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Returnlimitations, the Stockholders’ Agent shall have the right, at the expense selection of the Indemnitors, using the counsel and representatives experts and the execution of the Stockholders’ Agent’s choice, to represent the interests powers of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereofattorney, relating to Tax Actions by the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of Sellers for any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governsuch Pre-Signing Period Taxable Periods. (e) Parent The Sellers and the Buyer shall not amend or cause to be amended jointly control and participate in all proceedings taken in connection with any Tax Return Action relating to (i) Income Taxes of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return its Subsidiaries for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Straddle Taxable Period, and (ii) if such amendment (or new filing) would result in an increase of Income Taxes of the Indemnitors Company or any of its Subsidiaries for which Parent is indemnified pursuant a Pre-Signing Taxable Period to this Agreementthe extent that the Tax Action relating to such Pre-Signing Taxable Period could materially impact the Tax liability of the Buyer, the Company, or any of its Subsidiaries in any Straddle Taxable Period or any taxable period that begins after the date hereof, and shall bear their own respective costs and expenses. Neither the Sellers nor the Buyer shall settle any such Tax Action relating to a Straddle Taxable Period without the prior written consent of the Stockholders’ Agentothers, such consent not to be unreasonably withhelddelayed, conditioned or delayed. For withheld. (f) Each of the avoidance of doubt, notwithstanding anything in this Agreement Sellers shall grant to the contraryBuyer (or its designees) access at all reasonable times to all of the information, Parent books and records relating to the Company and its Subsidiaries within the possession of such Seller (including workpapers and correspondence with Taxing Authorities), and shall afford the Buyer (or its designees) the right (at the Buyer’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to permit the Buyer (or its designees) to prepare Tax Returns, respond to Tax audits and investigations, prosecute Tax protests, appeals and refund Legal Proceeding and to conduct negotiations with Taxing Authorities. The Buyer shall grant or cause the Company and its Subsidiaries to grant to the Sellers (or their designees) access at all reasonable times to all of the information, books and records relating to the Company and its Subsidiaries within the possession of the Buyer (including workpapers and correspondence with Taxing Authorities) and to the employees of such entities, and shall afford the Sellers (or their designees) the right (at the Sellers’ expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to permit the Sellers (or their designees) to prepare Tax Returns, respond to Tax audits and investigations, prosecute Tax protests, appeals and refund Legal Proceedings and to conduct negotiations with Taxing Authorities. After the Closing Date, the Sellers and the Buyer will preserve all information, records or documents in their respective possessions relating to liabilities for Taxes of the Company and its Subsidiaries until six months after the expiration of any applicable statute of limitations (including extensions thereof) with respect to the assessment of such Taxes; provided, that none of the Parties shall not file dispose of any IRS Form 1099-K for any Pre-Closing Tax Period unless of the foregoing items without first offering such filing is required by a Governmental Body in connection with a Tax Contestitems to the other Parties.

Tax Matters. (a) Seller and Parent shall prepare, or cause to be prepared, will prepare and shall timely file, or cause to be timely filed, file all income Tax Returns and pay all Taxes owed in respect of the Purchased Assets and the Business for all Tax periods ending on or prior to the Company Closing Date, including any Tax preparation fees. Purchaser will prepare and timely file all other Tax Returns that are required to be filed in respect of the Purchased Assets and the Business and Purchaser will be responsible for paying all Taxes with respect to periods beginning after the Closing Date. Seller and Parent shall be responsible for any and all Taxes owed with respect to taxable periods ending on or before the Closing Date, and shall be responsible for any Tax preparation fees incurred related thereto. With respect to Taxes owed for periods that begin before the Closing Date and end after the Closing Date, Seller and Parent will be responsible for the amount apportioned (pursuant to Section 7.5( b )) to days on or before the Closing Date and Purchaser will be responsible for amounts apportioned to days after the Closing Date. Seller and Parent will pay such apportioned Taxes that are due and payable on or prior to the Closing Date (including any Tax preparation fees), and xxxx Purchaser for any part of that amount apportioned to Purchaser. Purchaser will pay such apportioned Taxes that are due and payable after the Closing Date and xxxx Seller and Parent for any part of that amount apportioned to Seller and Parent. Notwithstanding the foregoing, Seller and Parent shall bear and be solely responsible for the payment of all Taxes which are or become payable by Seller and/or Parent prior to, at, or after the Closing Date, in connection with the transactions contemplated hereby, regardless of when an assessment in respect of any such matter occurs, whether before or after the Closing Date. (b) For any Taxes that are payable with respect to a taxable period that begins on or before the Closing Date and ends after the Closing Date, (i) in the case of Taxes such as property Taxes, ad valorem Taxes, and similar Taxes imposed on a periodic basis, the portion of any such Tax that is attributable to the portion of the period ending on the Closing Date shall be considered to equal the amount of such Taxes for such taxable period, multiplied by a fraction, the numerator of which is the number of days in the portion of such taxable period that ends on the Closing Date and the denominator of which is the number of days in the entire taxable period and (ii) in the case of Taxes that are imposed on, or are based in whole or in part on, the income, gross receipts, operations or payroll of Seller (such as income and franchise Taxes, payroll Taxes, and sales and use, value added, and goods and services Taxes), the portion of such Taxes which is attributable to the portion of such taxable period ending on the Closing Date shall be determined by closing the books of Seller as of the end of the day on the Closing Date. For purposes hereof, Taxes attributable to any period or portion thereof ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared include Taxes based in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days whole or in part on income, gain, or receipts that accrue or are received on or prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, payroll Taxes attributable to compensation for services performed on or cause to be timely remitted, prior to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject Closing Date except to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of payroll Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transferconstitute an Assumed Liability, sales, use, value added, excise, stamp, recording, registration goods and any services and similar Taxes imposed on sales or gross receipts that become payable in connection with consummation accrue or are received on or prior to the Closing Date, and Taxes attributable to the ownership of property during periods on or prior to the transactions contemplated by this Agreement Closing Date. (“Transfer Taxes”c) shall be borne by With respect to information reports: (i) Seller will report to applicable Taxing authorities and holders of Deposit Liability accounts transferred on the Indemnitors. The party required by law to file to file a Tax Return Closing Date, with respect to all periods through the close of business on the Closing Date, all interest credited, withheld from and any early withdrawal penalties imposed upon the Deposit Liability accounts and Purchaser will report to the applicable Taxing authorities and holders of Deposit Liability accounts, with respect to all periods commencing after the Closing Date, all such Transfer Taxes shall do so in the time and manner prescribed by lawinterest credited to, withheld from, and early withdrawal penalties imposed upon, such Deposit Liability accounts. Seller will continue backup withholding and remittance through the non-filing party shall promptly reimburse close of business on the filing party for its share Closing Date. Any amounts required by any Governmental Authority to be withheld from any of the Deposit Liability accounts through the close of business on the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any Transfer Taxes upon receipt of evidence reasonably satisfactory Governmental Authority and will be remitted by Seller to the non-filing party appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any Governmental Authority and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (ii) Unless otherwise agreed by the parties, Seller shall be responsible for delivering to payees all IRS notices with respect to information reporting and tax identification numbers required to be delivered for all periods through the close of business on the amount Closing Date with respect to the Deposit Liability accounts, and Purchaser shall be responsible for delivery to payees of all such Transfer Taxesnotices required to be delivered for all periods following the Closing Date with respect to the Deposit Liability accounts. Purchaser and Seller shall, prior to the Closing Date, consult (and Seller shall take such actions as are necessary) to permit Purchaser to timely deliver notices required to be delivered after the Closing Date. (iii) Unless otherwise agreed by the parties, Seller will make all required reports to applicable Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods through the close of business on the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods commencing after the Closing Date, concerning all such interest and points received. Seller shall bear the responsibility and liability for and pay all penalties associated with missing taxpayer identification numbers and U.S. Treasury reclamations, and any failures to comply with IRS regulations that occurred through the Closing Date. (d) The Company After the Closing Date, Seller, Parent and Purchaser shall: (i) Use commercially reasonable efforts to cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Tax Returns relating to the Indemnitors on one handPurchased Assets or the Business and make available to the other and to any Taxing authority as reasonably requested all information, records, and Parent on documents relating to liabilities for Taxes associated with the other, shall cooperate fullyBusiness or the Purchased Assets as set forth in this Agreement; (ii) Make available to the others, as and to the extent reasonably requested by the other partyand available, personnel responsible for preparing or maintaining information, records and documents in connection with Taxes as well as any related litigation; (iii) Preserve all such information, records, and documents until the filing expiration of any applicable statutes of limitation or extensions thereof and as otherwise required by Law; and (iv) Provide timely notice to the other in writing of any pending or threatened Tax Returns audits or assessments related to the Purchased Assets and any audit, examination, claim, dispute or controversy by any Governmental Body relating the Business for periods beginning prior to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) Date and furnish the other with copies of written notice of all correspondence received from any Taxing authority in connection with any Tax Contest audit or information request with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governperiod. (ea) Parent Purchaser shall not amend or cause be authorized to withhold from the amounts payable hereunder any Taxes that are required to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates withheld from such amounts under applicable Law. For all purposes, such Taxes withheld and paid to the Pre-Closing applicable Tax Period) if such amendment (or new filing) would result in an increase authorities will be treated as having been paid by Purchaser to the applicable payee under the terms of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. (a) Seller shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns relating to any Seller Group Company that are required to be filed on or before the applicable Closing Date or that are income Tax Returns required to be filed after the applicable Closing Date for any taxable period that ends on or before the applicable Closing Date (each, a “Seller Tax Return”). All such Seller Tax Returns shall be prepared in a manner consistent with past practices of each Seller Group Company to the extent such past practices comply with applicable Tax law. Seller shall provide Parent with a copy of a completed draft of each Seller Tax Return that is an income Tax Return and all other material Seller Tax Returns at least thirty (30) days prior to the due date for filing thereof, along with supporting work papers, for Parent’s review and comment, and shall consider in good faith any reasonable changes requested by the Parent on such Seller Tax Returns. (b) Parent shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all income other Tax Returns for the relating to any Seller Group Company that are required to be filed after the applicable Closing Date (each a “Parent Tax Return”). All Parent Tax Returns for any Tax taxable period ending on or prior to the before an applicable Closing Date (the “Income Tax Returns”). All Income Tax Returns or for any Straddle Period shall be prepared in accordance a manner consistent with past practices of each Seller Group Company to the extent such past practices comply with applicable Tax law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. provide Seller with a copy of a completed draft of each Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports with respect to which Seller may have any Tax for which indemnification is required potential liability under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment Agreement at least fifteen thirty (1530) days prior to the due date for filing such Tax Returnthereof, along with supporting work papers, for Seller’s review and comment, and Parent shall consider in good faith such revisions as are reasonably make any reasonable changes requested by the Stockholders’ AgentSeller on such Parent Tax Returns. (c) All liability The applicable Seller Group Company shall timely pay, or cause to be paid, any Taxes of such Seller Group Company due after the applicable Closing Date but, for transferthe avoidance of doubt, saleswithout prejudice to any indemnification rights Parent otherwise is entitled to hereunder. (d) Parent shall notify Seller in writing within ten (10) Business Days of receipt by Parent, useany of its Affiliates or any Seller Group Company of notice of any pending or threatened federal, value addedstate, exciselocal or foreign Tax audits or assessments which may affect the Tax liabilities of the Seller Group Companies (“Tax Contest”) for which Seller would be required to indemnify Parent pursuant to Section 8.2; provided, stampthat failure to comply with such notice requirement shall not affect Parent’s right to indemnification under this Agreement except to the extent such failure adversely affects Seller’s ability to defend against such Tax matter. Seller shall have the exclusive right to control any Tax Contest that relates solely to a taxable year or period ending on for before the Closing Date, recordingand to employ counsel of Seller’s choice at Seller’s expense; provided that Seller shall not agree to any settlement of any such matter that would adversely affect Parent or the Seller Group Companies, registration and including the reduction of asset basis or cost adjustments, the lengthening of any similar Taxes amortization or depreciation periods, or the denial of amortization or depreciation deductions, without the prior written consent of Parent, which consent shall not be unreasonably delayed, conditioned, or withheld. Parent shall have the exclusive right to control any other Tax Contests; provided, however, that become payable with respect to any Tax Contest for which Seller reasonably could be expected to have any indemnification obligation under Section 8.2 (each a “Pre-Closing Tax Contest”): (i) Seller will have the right to participate in the defense of such Pre-Closing Tax Contest at the sole expense of Seller; (ii) Parent will promptly provide Seller with copies of all materials prepared or received in connection with consummation such contest and will consult with Seller before taking any significant action in connection with such Pre-Closing Tax Contest; and (iii) Seller shall have the right to approve any settlement of such Pre-Closing Tax Contest, such approval not to be unreasonably delayed, conditioned, or withheld. To the extent of any conflict between the provisions of this Section 5.16(d) and ARTICLE 8, this Section 5.16(d) shall control. (e) Each of the parties hereto shall, to the extent relevant and unless prohibited by applicable law, treat the current taxable periods of each Seller Group Company as ending as of the close of the applicable Closing Date (or, in the case of the final U.S. federal income Tax Returns of BRC, as of the close of the day before the applicable Closing Date). In the case of any Straddle Period: (i) the amount of any Taxes based on or measured by income, receipts or payroll allocable to a Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the applicable Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which any Seller Group Company holds a beneficial interest shall be deemed to terminate at such time); and (ii) the amount of any other Taxes allocable to a Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on the applicable Closing Date and the denominator of which is the number of days in such Straddle Period. (f) Any Tax refunds that are received by Parent or any of its Affiliates (or credits for overpayments for Tax to which any of the foregoing are entitled) and that relate to Taxes paid by any Seller Group Company on or prior to the applicable Closing Date or Taxes reflected in Closing Net Working Capital shall be for the account of Seller, other than refunds (or credits) that were included as an asset in determining Closing Net Working Capital or are attributable to any loss incurred after the applicable Closing applied as a carryback to income in a Pre-Closing Tax Period. Parent shall pay to Seller any such refund (or the amount of any such credit), net of any reasonable expenses or Taxes incurred by Parent or any of its Affiliates and specifically and separately attributable to such refund (or credit), within fifteen (15) days after receipt of such refund (or fifteen (15) days after the due date of the Tax Return claiming such credit). Except in connection with the preparation of Tax Returns pursuant to Section 5.16(a) or to the extent reasonably and timely requested by Seller, Parent shall have no obligation to claim or obtain any refund or credit that will give rise to a payment to Seller pursuant to this Section 5.16(f). (g) Without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, none of Parent or any Affiliate thereof (including for the avoidance of doubt, any Seller Group Company) shall amend, refile or otherwise modify any Tax Return of any Seller Group Company, or waive any limitations period with respect to such Tax Returns, if such amendment, refiling, modification or waiver would reasonably be expected to result in Losses for which indemnification of Parent would be required hereunder. (h) Any and all Tax Sharing Agreements between any Seller Group Company on the one hand and any other Person on the other hand shall be terminated as of the applicable Closing Date and, from and after the applicable Closing Date, no Seller Group Company shall be obligated to make any payment pursuant to any such agreement for any past or future taxable period. (i) Notwithstanding anything herein to the contrary, Seller and Parent shall each bear fifty percent (50%) of any Transfer Taxes incurred in connection with the transactions contemplated by this Agreement (“Agreement. The Transfer Taxes”) Taxes shall be borne paid by the Indemnitors. The party required by law legally responsible to file to file a Tax Return with respect to pay such Transfer Taxes shall do so in (with the time and manner prescribed by law, and other party paying the non-filing party shall promptly reimburse that is legally responsible to pay the filing party for tax its share of such tax at least three (3) Business Days before the tax payment due date). All applicable parties will join in the execution of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer TaxesTax Returns and other documentation as required by Law. (dj) The Company and Each of the Indemnitors on one hand, and Parent on the other, shall cooperate fullyparties hereto will cooperate, as and to the extent reasonably requested by the any other partyparty to this Agreement, in connection with any Tax matters relating to any Seller Group Company (including by the provision of reasonably relevant records or information (including information required by Code Sections 6043 and 6043A, if applicable)), including the filing of Tax Returns pursuant to Section 5.16(a) and any audit, examination, claim, dispute litigation or controversy by any Governmental Body relating other proceeding with respect to Taxes of any Seller Group Company. Such cooperation shall include the retention and (each a “Tax Contest”)upon another party’s request) the provision of records and information reasonably relevant to any such audit, litigation or other proceeding. The party requesting such cooperation will pay the reasonable out-of-pocket expenses of the other parties. Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or cause any Affiliate of Parent (including the Seller Group Company after the Closing Date) of written notice of any Tax Contest to retain all books and records with respect to an Income Tax Return or matters of any Seller Group Company relating to Pre-any taxable period beginning before the applicable Closing Taxes, provided, that Date until the failure expiration of the statute of limitations of the respective taxable periods and to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of abide by all record retention agreements entered into with any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governauthority. (ek) Parent shall not amend or cause to be amended any Unless otherwise required by applicable Tax Return law, each of the Company parties hereto shall report (or file any new i) the Mergers for U.S. federal and applicable state and local income Tax Return) for any Pre-Closing Tax Period (including purposes in a manner consistent with the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes characterization of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent Mergers as an integrated “reorganization” under Section 368(a) of the Stockholders’ AgentCode and (ii) the BRH Securities Purchase and the RIM Securities Purchase, such consent not when viewed together with the Mergers and the Stock Sale, as a contribution of property by Seller to be unreasonably withheld, conditioned or delayedParent subject to Section 351(a) of the Code. For the avoidance of doubt: (i) except with respect to the representations and warranties of Parent, notwithstanding anything Merger Sub I and Merger Sub II contained in ARTICLE 4 and the covenant contained in this Agreement to the contrarySection 5.16(k), Parent makes no representations or warranties to any Seller Group Party regarding whether the Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code or the BRH Securities Purchase and the Company shall not file any IRS Form 1099-K for any Pre-Closing RIM Securities Purchase will qualify as a contribution of property by Seller to Parent subject to Section 351(a) of the Code; and (ii) the Seller Group acknowledges each Seller Group Party is relying solely on their own Tax Period unless such filing is required by a Governmental Body advisors in connection with a Tax Contestthe Merger and the other transactions contemplated by this Agreement.

Tax Matters. (a) Parent shall prepare, or cause to be prepared, The parties agree that (i) the Escrow Amount is owned by the Buyer for U.S. federal and shall timely file, or cause to be timely filed, all state income Tax Returns for the Company that are required to be filed after the Closing Date for any Tax period ending on or prior tax purposes until distributed pursuant to the Closing Date terms of the Purchase Agreement and this Agreement and (ii) upon any release of the “Income Tax Returns”). All Income Tax Returns shall be prepared Escrow Amount to the Securityholder Representative (for further distribution to the Securityholders in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returnstheir respective Additional Pro Rata Share, subject to Section 3.15), the portion of the released amount that constitutes interest under the Code will be treated for federal and state income tax purposes as a payment of interest to the Securityholders, and Buyer will be permitted a corresponding interest deduction in accordance with Section 483 of the Code or Treasury Regulation Section 1.1275-4(c) (it being understood that Buyer shall be responsible for computations under such Treasury Regulation). The parties agree that, for tax reporting purposes, all interest and other income earned on the Escrow Amount in any tax year, which tax year in any tax year shall be the period from January 1-December 31 (each period, a “Tax Year”) shall be reported as allocated to Buyer. Unless otherwise required by law, the parties agree to file all tax returns on a basis consistent with the foregoing reporting. Unless otherwise required by law, the Escrow Agent shall have no duty to prepare or file any information reports (including without limitation IRS Forms 1099-B) other than such information reports of interest earned on the Escrow Amount as the Escrow Agent is required to prepare and file in the ordinary course of its right business. The Escrow Agent shall have no obligation to be indemnified for Pre-Closing Taxes pursuant report any amounts to Section 4the parties resulting from the deposit of the Escrow Amount or the release of the Escrow Amount as a result of or related to the transactions contemplated by the Purchase Agreement. (b) Parent The Escrow Agent shall prepare be entitled to deduct and timely file, withhold from any amount distributed or cause to be prepared and timely filed, released from the Escrow Amount all Tax Returns other than Income Tax Returns for the Company taxes which are required to be filed after the Closing Date, and shall timely remit, deducted or cause to be timely remitted, withheld under any provision of applicable tax law. All such withheld amounts that are paid to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns proper taxing authority shall be prepared consistent with treated as having been delivered to the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth party entitled to the amount distributed or released in respect of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agenttax has been deducted or withheld. (c) All liability for transferBuyer and the Securityholder Representative shall each furnish the Escrow Agent with an Internal Revenue Service Form W-8 or Form W-9, sales, use, value added, excise, stamp, recording, registration properly completed and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by lawsigned, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company other forms and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, documents that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Escrow Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governmay reasonably request. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. (a) Parent shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all income Tax Returns for the Company that are required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days For purposes of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel Taxes that are imposed on a periodic basis and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return are payable for a Tax taxable period that includes but does not end on the Closing Date that Date, the portion of such Tax which relates to the Pre-portion of such taxable period ending on the Closing Date will (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax Periodfor the entire taxable period multiplied by a fraction (A) the numerator of which is the number of days in the taxable period ending on the Closing Date and (B) the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if such amendment (or new filing) would result the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date will be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations will be made in an increase of Taxes a manner consistent with US GAAP and the prior practice of the Indemnitors applicable Group Company unless otherwise required by applicable Law. (b) All Tax sharing agreements or for which Parent is indemnified pursuant similar agreements with respect to this Agreement, without the written consent or involving any Group Company and any Person will be terminated as of the Stockholders’ AgentClosing Date and, such consent not to after the Closing Date, no Group Company will be unreasonably withheld, conditioned bound thereby or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file have any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body Liability thereunder. (c) All Taxes imposed in connection with a Tax Contestthe transfer of the Purchased Shares, whether such Taxes are assessed initially against the Purchaser, any Seller or any of their respective Affiliates, shall be borne and paid by the Sellers, jointly and severally.

Tax Matters. (a) Parent shall prepare, or cause to be prepared, and Seller shall timely filepay all Transfer Taxes in connection with this Agreement and the transactions contemplated hereby, or cause to be timely filed, all income Tax Returns for the Company that are required to be filed after the Closing Date for including any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4recording charges. (b) Parent After the Closing, Seller shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after by, with respect to or that include the Company with respect to taxable periods of the Company ending on or before the Closing Date, and shall timely remitincluding the portion of any Straddle Period ending on the Closing Date (such period, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any “Pre-Closing Tax Period” and such Tax Returns, (i) the “Pre-Closing Tax Returns”), and such Pre-Closing Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respectsand this Agreement, except as otherwise required by applicable law Law. Seller shall file or cause to be filed all Pre-Closing Tax Returns that are required to be filed and (ii) any Seller shall pay, or cause to be paid, all such Taxes shown as due on such Tax Return that reports any Returns. The costs of preparing such Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, Returns shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested borne by the Stockholders’ AgentSeller. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) If a claim shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy made by any Governmental Body relating Authority regarding Taxes, which, if successful, might result in an indemnity payment pursuant to Taxes Section 7.2, then Buyer shall give notice to Seller in writing of such claim (each a “Tax ContestClaim”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, ; provided, that however, the failure to deliver any give such notice within thirty days will shall not relieve affect the Indemnitors of their obligations under this Agreement, indemnification provided hereunder except to the extent the Stockholders are indemnifying party has been materially prejudiced as a result thereofof such failure. (i) With respect to any Tax Claim relating to a tax period that ends on or prior to the Closing Date, Seller, solely at its own cost and expense, may control all proceedings if Seller provides Buyer with notice of its election to control such claim within twenty (20) days of Buyer notifying Seller of such Tax Claim; provided, however, that Seller must first consult, in good faith with Buyer before taking any action with respect to the conduct of such Tax Claim. If Seller does not elect to control any such Tax Claim within the time period set forth above, then Buyer shall be entitled to control all aspects of such claim. If the resolution of any Tax Claim for any Pre-Closing Tax Return could reasonably be expected to have an adverse effect on the party that is not in control of such claim, (A) the party in control of such claim shall keep the other party reasonably informed regarding the progress and substantive aspects of such Tax Claim, (B) the other party shall be entitled to participate in any proceedings with respect to such Tax Claim and (C) the party in control of such claim shall not compromise or settle any such Tax Claim without obtaining the other party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent Buyer shall have the right to participate at its own expense in exclusively control the conduct of any proceeding, audit or portion thereof, relating administrative or judicial proceeding with respect to the Company that for any taxable period ending after the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governClosing Date. (eii) Parent Seller and Buyer shall not amend reasonably cooperate, and shall cause their respective Affiliates, officers, Employees, agents, auditors and other representatives to reasonably cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes and making Employees available on a mutually convenient basis to provide additional information or cause explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (d) The Parties agree that the purchase by Buyer of the Purchased Interests from Seller pursuant to this Agreement will be amended any Tax Return treated for U.S. federal (and applicable state and local) income tax purposes as a sale of the assets of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates by Seller to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax ContestBuyer.

Tax Matters. (a) Parent Except to the extent Taxes are Assumed Liabilities, Seller shall prepare, or cause to be prepared, liable for and shall timely filepay all Taxes (whether assessed or unassessed) applicable to the Business and the Acquired Assets, in each case attributable to periods (or cause to be timely filed, all income Tax Returns for the Company that are required to be filed after the Closing Date for any Tax period portions thereof) ending on or prior to the Closing Date (the “Income Tax Returns”)Date. All Income Tax Returns The Buyer shall be prepared liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the Business and the Acquired Assets, in accordance with applicable laweach case attributable to periods (or portions thereof) beginning after the Closing Date and all Taxes that are Assumed Liabilities. Each Income Tax Return For purposes of this paragraph (a), any period beginning before and ending after the Closing Date shall be provided to treated as two partial periods, one ending on the Stockholders’ Agent for its review Closing Date and comment at least fifteen the other beginning after the Closing Date except that Taxes (15such as property Taxes) days prior to the due date for filing, and Parent imposed on a periodic basis shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected allocated on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4a daily basis. (b) Parent The Seller or the Buyer, as the case may be, shall prepare and timely file, provide reimbursement for any Tax paid by one party all or cause to be prepared and timely filed, all Tax Returns a portion of which is the responsibility of the other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent party in accordance with the past practices terms of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with Section 6.3. Within a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days reasonable time prior to the due date for filing payment of any said Tax, the party paying such Tax Returnshall give notice to the other party of the Tax payable and the portion that is the liability of each party, although failure to do so will not relieve the other party from its liability hereunder. Real property, personal property and Parent similar ad valorem Taxes shall consider in good faith be accrued as of the end of the Closing Date and an adjustment shall be made to the Closing Payment Amount and the Initial Sales Price to reflect such revisions as are reasonably requested by the Stockholders’ Agentaccruals and, if applicable, related prepaid Taxes. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration Buyer and any similar Taxes that become payable in connection with consummation Seller shall agree upon an allocation of the transactions contemplated by this Agreement Initial Sale Price (“Transfer Taxes”and all other items properly included in "consideration," as described in Treasury Regulation 1.1060-1(c)(1), including the Earnout Payment) for purposes of Taxes among the Acquired Assets in a manner consistent with the principles set forth on Section 6.3 of the Disclosure Schedule (the "Allocation"), as follows. Within ninety (90) calendar days following the Closing Date (or, if later, within 30 days following the determination of the Initial Sale Price pursuant to Section 1.6(b)), Buyer shall deliver to Seller a draft schedule setting forth the Allocation (the "Allocation Schedule") prepared in a manner consistent with Section 6.3 of the Disclosure Schedule. If there is any dispute concerning the Allocation Schedule, Seller shall notify Buyer within thirty (30) calendar days after receiving the Allocation Schedule. Buyer and Seller shall attempt to resolve such dispute and if they have not done so within thirty (30) calendar days after Seller provides notice of such dispute, all unresolved items shall be borne by submitted to the IndemnitorsAccountant, who shall resolve all such disputed items within thirty (30) calendar days, which resolution shall be final and binding upon the parties. The party required by law Buyer and Seller agree to file to file a Tax Return act in accordance with respect to such Transfer Taxes shall do so the final Allocation in the time preparation and manner prescribed by lawfiling of all Tax Returns (including, without limitation, filing Form 8594 or any supplements thereto with their United States federal income Tax Returns for the taxable year that includes the Closing Date) and in the non-filing party shall promptly reimburse the filing party for its share course of any Transfer Taxes upon receipt of evidence reasonably satisfactory Tax audit relating thereto and take no position and cause their Affiliates to take no position inconsistent with the non-filing party of the amount of such Transfer TaxesAllocation. (d) The Company Buyer and Seller each agree, with respect to persons who may be employed by both of them for the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after calendar year that includes the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent follow the interests of the Company Standard Procedure set forth in such Tax Contest and control the conduct of such Tax ContestRevenue Procedure 96-60, provided1996-2 C.B. 399, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests whereby Seller shall be governed responsible for employment tax reporting for such persons for all times during which they were employed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governSeller. (e) Parent Seller shall not amend or cause deliver to be amended any Tax Return Buyer at Closing a certificate prepared and executed by Seller in accordance with section 1445 of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including Code and the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates regulations thereunder to the Pre-Closing Tax Period) if such amendment effect that Seller is not a foreign person (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest"FIRPTA Certificate").

Tax Matters. (a) Parent The Company shall timely prepare, or cause to be prepared, at its own expense, all Tax Returns of ISI and its Subsidiaries for any Pre-Closing Tax Periods due after the Closing Date. The Company shall timely prepare, or cause to be prepared, at its own expense, all Tax Returns of ILG and its Subsidiaries for any Pre-Closing Tax Periods due after the Closing Date (such Tax Returns, along with Tax Returns prepared by the Company pursuant to the previous sentence, the “Pre-Closing Tax Returns”). The Pre-Closing Tax Returns shall be prepared in accordance with past practice unless otherwise required by applicable Law. The Company shall provide a copy of such Tax Returns to each of Faraday and ISH (the Non-Preparing Parties”) no later than thirty (30) calendar days prior to the due date for filing such Tax Return(s) (taking into account any applicable extensions) (or in the case of non-income Tax Returns, no later than ten (10) days) for the Non-Preparing Parties’ review and reasonable comment, and the Company shall timely file, or cause to be timely filed, all income filed such Pre-Closing Tax Returns for which reflect the reasonable comments by the Non-Preparing Parties; provided that if the Non-Preparing Parties’ respective reasonable comments to any such Pre-Closing Tax Returns conflict, then the dispute will be resolved by the Accountant pursuant to Section 9.05(f). (b) The parties hereto shall reasonably cooperate, and shall cause their respective Affiliates in preparing and filing all Tax Returns, including by provision of any required power-of-attorney (or other form of authorization) and maintaining and making available to each other all records reasonably necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Promptly following the close of each calendar year, the Company that are required shall pay to each of ISH and Faraday an amount equal to $100,000 in respect of fees and expenses incurred by each of them during such calendar year in connection with the preparation and filing of Tax Returns and the performance of financial reporting functions. (c) To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes (or refunds thereof) for a Straddle Period, (i) the amount of any Taxes (or refunds) (including any Taxes incurred under Section 951 and Section 951A of the Code (or any similar or analogous state, local or foreign Income Tax Laws), other than those referred to in clause (ii) below, will be filed allocated between the Pre-Closing Tax Period and the Tax period beginning after the Closing Date based on an interim closing of the books as of the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period and (ii) the amount of property Taxes and ad valorem Taxes for a Straddle Period will be allocated between the Pre-Closing Tax Period and the Tax period beginning after the Closing Date based on the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the applicable portion of the Straddle Period and the denominator of which is the total number of days in such Straddle Period. (d) Without the prior written consent of Faraday or ISH, as applicable, (not to be unreasonably withheld, conditioned, or delayed), the Company shall not file or cause or permit any of its Affiliates to file, any amended Tax Return with respect to any period ending on or prior to the Closing Date or make any Tax election or effect any change in Tax accounting method affecting any such period except, in each case, to the extent such action could reasonably be expected to result in a claim for indemnification under this Agreement. (e) If (i) the Company or Faraday, or any of their respective Affiliates receive a notice from a Governmental Authority of its intent to audit, examine or conduct another proceeding with respect to Taxes of ILG and its Subsidiaries for any Pre-Closing Period or (ii) the Company or ISH, or any of their respective Affiliates receive a notice from a Governmental Authority of its intent to audit, examine or conduct another proceeding with respect to Taxes of ISI and its Subsidiaries for any Pre-Closing Period (in each case, a “Income Tax ReturnsClaim”). All Income Tax Returns , then the Company shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filingnotify Faraday or ISH, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent applicable, within ten (10) days Business Days after receiving such notice; provided that the failure to timely notify the applicable party of such Tax Claim shall not affect the rights or obligations of the Stockholders’ Agent’s receipt parties under this Agreement except to the extent that the parties hereto have been actually and materially prejudiced as a result of such Income failure. The Company shall diligently control any such Tax Returns. Parent Claim; provided that the Company shall timely file(A), or cause for any Tax Claim with respect to ILG and its Subsidiaries, not settle such Tax Claim that could reasonably be expected to result in an indemnification claim under this Agreement without ISH’s prior written consent (not to be timely filedunreasonably withheld, conditioned or delayed), the Company shall keep ISH reasonably informed with respect to any such Income Tax Returns as prepared by Parent. Parent Claim and ISH shall timely remithave the right to participate in any such Tax Claim (at its own expense) and (B), or cause for any Tax Claim with respect to ISI and its Subsidiaries, not settle such Tax Claim that could reasonably be expected to result in an indemnification claim under this Agreement without Faraday’s prior written consent (not to be timely remittedunreasonably withheld, conditioned or delayed), the Company shall keep Faraday reasonably informed with respect to any such Tax Claim and Faraday shall have the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4participate in any such Tax Claim (at its own expense). (bf) Parent Any dispute as to any matter covered by this Section 9.05 shall prepare be resolved by a nationally recognized independent accounting firm mutually agreeable to Faraday and timely file, or cause ISH (the “Accountant”) and the costs of the Accountant shall be borne by the Company. If any dispute with respect to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any a Pre-Closing Tax Period, (i) such Tax Returns shall be Return prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification filed pursuant to this Section 9.05 is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days not resolved prior to the due date for filing such Tax Return, then such Tax Return shall be filed in the manner which the party responsible for preparing such Pre-Closing Tax Return under this Agreement deems correct, but the content of such Tax Return shall not prejudice, control or otherwise resolve the dispute hereunder and Parent the liability of any party under this Agreement, and the parties shall consider in good faith amend any such revisions as are reasonably requested by Pre-Closing Tax Return to reflect the Stockholders’ Agentfinal determination of the Accountant. (cg) All liability for transfer, stamp, documentary, sales, use, value addedregistration, excise, stamp, recording, registration value-added and any other similar Taxes that become payable (including all applicable real estate transfer Taxes) incurred in connection with consummation of this Agreement and the transactions contemplated by this Agreement hereby (“Transfer Taxes”) shall will be borne fifty percent (50%) by the IndemnitorsFaraday and fifty percent (50%) by ISH. The party required by law parties agree, upon request, to file use commercially reasonable efforts to file a Tax Return with respect obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to such Transfer Taxes shall do so in the time and manner prescribed by lawmitigate, and the non-filing party shall promptly reimburse the filing party for its share of reduce or eliminate any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, that could be imposed in connection with the filing transactions contemplated hereby. (h) ISH shall use reasonable best efforts to cause a timely election to be made pursuant to Section 336(e) of Tax Returns the Code and Treasury Regulations §1.336-2 (and any auditanalogous provision of state or local income Tax Law, examinationto the extent that such election is separately available, claimin each state and local jurisdiction where Crew 2, dispute or controversy by any Governmental Body relating Inc., a Minnesota corporation, is subject to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Dateincome Tax) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxesthe purchase by Interior Logic Group, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense Inc. of the Indemnitorsstock of Crew 2, using the counsel and representatives of the Stockholders’ Agent’s choiceInc. on December 27, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern2017. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. (a) Parent The Buyer shall preparepay all real property transfer Taxes, sales Taxes, stock transfer Taxes, documentary stamp Taxes, recording charges and other similar Taxes resulting from, arising under or in connection with the transfer of the Transferred Assets or any other related transaction under the Agreement. (b) The Company shall be responsible for and shall timely pay or cause to be preparedpaid any and all Taxes (other than Buyer's Taxes, and shall timely fileas defined below) with respect to or relating to the Business or the Transferred Assets, or cause to be timely filedwhensoever arising, all income Tax Returns for the Company that are required attributable to be filed after the Closing Date for any Tax taxable period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreementand, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax taxable period that includes includes, but does not end on the Closing Date, the portion of such taxable period that ends on the Closing Date that relates to ("the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayedCompany's Taxes"). For the avoidance of doubt, notwithstanding Notwithstanding anything in this Agreement to the contrary, Parent the Company's Taxes shall constitute a Retained Liability. (c) Buyer shall be responsible for and shall timely pay or cause to be paid any and all Taxes (other than the Company's Taxes) with respect to the Business or the Transferred Assets, whensoever arising, that are attributable to any taxable period commencing after the Closing Date and, in the case of a taxable period that includes, but does not end on, the Closing Date, the portion of such taxable period that begins on the day after the Closing Date ("Buyer's Taxes"). Notwithstanding anything in this Agreement to the contrary, Buyer's Taxes shall constitute an Assumed Liability. (d) The obligations of the Company set forth in the Agreement relating to Taxes shall, except as otherwise agreed in writing, be unconditional and absolute and shall not file remain in effect without limitation as to time or amount of recovery by Buyer until thirty (30) days after the expiration of the applicable statute of limitations governing the Taxes to which such obligations relate (after giving effect to any IRS Form 1099-K for any Pre-Closing Tax Period unless agreement extending or tolling such filing is required by a Governmental Body in connection with a Tax Conteststatute of limitations).

Tax Matters. (a) Parent shall prepare, prepare or cause to be prepared, prepared and shall timely file, file or cause to be timely filed, filed all income Tax Returns for the Company that are required to be filed by the Company after the Closing Date for any Tax period periods ending on or prior to the Closing Date and for all Straddle Periods (the collectively, “Income Tax Pre-Closing Returns”). All Income Tax such Pre-Closing Returns shall be prepared in accordance a manner consistent with applicable the Company’s past practice, except as otherwise required by law. Each Income Tax Return Parent shall be provided deliver drafts of all Pre-Closing Returns to the Stockholders’ Agent Stockholder Representative for its review and comment at least no less than fifteen (15) days prior to the due date (taking into account any validly obtained extensions of time to file) for filingthe filing of such Pre-Closing Returns, and Parent shall consider make any reasonable changes suggested in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax ReturnsStockholder Representative. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include not file any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the prior written consent of the Stockholders’ AgentStockholder Representative, such which consent shall not to be unreasonably withheld, conditioned or delayed. For Solely for purposes of this Section 6.4(a), the avoidance of doubt, notwithstanding anything parties acknowledge and agree that the deductions attributable to compensation arising in connection with the transactions contemplated by this Agreement shall, to the contrarymaximum extent permitted by law, Parent and be allocable to the taxable year of the Company that begins on the day after the Closing Date. (b) Parent shall not file or amend (or cause to be filed or amended) any IRS Form 1099-K Tax Return of the Company for any Pre-Closing Tax Period, or make (or cause to be made) any Tax election that has retroactive effect to any Pre-Closing Tax Period, in each case without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (c) The Company Escrow Parties shall be entitled to the amount of any refund or credit of Taxes of the Company with respect to any Pre-Closing Tax Period unless (to the extent such Taxes were paid by the Company prior to the Closing or pursuant to an indemnification obligation under Section 8.2(a) after the Closing) which refund or credit is actually received or recognized by Parent, the Surviving Corporation or their Affiliates after the Closing (net of any cost to Parent and its Affiliates attributable to the obtaining and receipt of such refund or credit), except to the extent such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date. Parent shall promptly pay, or cause to be paid, to the Escrow Agent, for disbursement behalf to the Company Escrow Parties, any amount to which the Company Escrow Parties are entitled pursuant to the prior sentence upon the receipt or recognition of the applicable refund or credit by Parent, the Surviving Corporation or their Affiliates. To the extent requested by the Stockholder Representative, Parent will reasonably cooperate with the Stockholder Representative in obtaining such refund or credit for the Company Escrow Parties, including through the filing of amended Tax Returns for periods ending before or on the Closing Date or refund claims. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Tax authority, the Company Escrow Parties agree promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by a Governmental Body such Tax authority, to Parent. (d) All Transfer Taxes shall be borne fifty percent (50%) by Parent and fifty percent (50%) by the Stockholders. Parent shall prepare and timely file all necessary documents (including, but not limited to, Tax Returns) relating to Transfer Taxes. (e) The parties shall provide each other with such assistance as may reasonably be requested by the others in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liabilities for Taxes. Such assistance shall include making employees available on a mutually convenient basis to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax ContestReturns and supporting material. The parties will provide each other with any records or information that may be relevant to such preparation, audit, examination, proceeding or determination.

Tax Matters. (a) Parent Subject to the provisions of Section 12.3, Seller shall preparebear all Non-Income Taxes and Franchise Taxes attributable to the ownership and operation of the Acquired Companies or the Pipeline Assets for any period of time prior to the Effective Time, and Purchaser shall bear all such Taxes attributable to any period of time at or cause after the Effective Time. For this purpose, Taxes based upon gross or net income, sales or receipts shall be apportioned based upon a closing of the books as of the Effective Time (and Franchise Taxes shall be determined on a “stand-alone” basis in accordance with the definition thereof), and all other Taxes shall be apportioned based upon the number of days in the applicable taxable period either (i) prior to the day that includes the Effective Time (for purposes of determining Seller’s responsibility) or (ii) on or after the day that includes the Effective Time (for purposes of determining Purchaser’s responsibility). To the extent Purchaser or any of its Affiliates (including the Acquired Companies after the Closing) receives a refund of (or refundable credit against) Taxes for which Seller is responsible hereunder, other than a refund (or credit) resulting from a carryback of losses or other items from a period for which Purchaser is responsible hereunder, Purchaser shall notify and remit to Seller an amount equal to the amount received or credited promptly upon receipt or credit. (b) To the extent the amount taken into account with respect to any Non-Income Taxes or Franchise Taxes in determining the Adjusted Purchase Price pursuant to Section 9.4 differs from the amount of such Taxes ultimately determined to be prepareddue to the relevant Governmental Body, (y) the Party responsible for such Taxes under this Agreement shall pay any excess of the amount ultimately determined to be due over the amount taken into account in determining the Adjusted Purchase Price to the relevant Governmental Body, and shall timely file, or cause (z) any excess of the amount of such Taxes taken into account in determining the Adjusted Purchase Price over the amount of such Taxes ultimately determined to be timely fileddue to the relevant Governmental Body shall be reimbursed to the Party responsible for such Taxes under this Agreement by the other Party. Without duplication of the foregoing, all income Tax Returns to the extent a Party or any of its Affiliates (including, with respect to Purchaser, the Acquired Companies after the Closing) receives a refund of (or a refundable credit against) Taxes for which the Company that are other Party is responsible hereunder, other than a refund (or credit) resulting from a carryback or carryforward of items from a period for which the other Party is responsible hereunder, the Party receiving (or whose Affiliate receives) such refund or credit shall notify and remit to the other Party an amount equal to the amount received or credited promptly upon receipt or credit. (c) To the extent Purchaser is required to be filed after file a Tax Return (or an amended Tax Return) on behalf of or with respect to an Acquired Company or the Closing Date Pipeline Assets for any Tax a taxable period (or portion thereof) ending on or prior to before the Closing Date Date, Purchaser shall prepare such Tax Return (the “Income or amended Tax Returns”). All Income Tax Returns shall be prepared Return) in accordance with past practice (unless otherwise required by applicable law. Each Income Tax Return Laws) and shall be provided provide Seller with the right to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filingcomment, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ AgentSeller’s receipt of such Income Tax Returns. Parent shall timely filecomments, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Return (or amended Tax Returns include any Pre-Closing Tax Period, (iReturn) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxesfiling. (d) The Company and the Indemnitors on one handEach Party agrees to cooperate in good faith, and Parent on the other, shall cooperate fully, as and to the extent take such action reasonably requested by the other partyParty, to minimize Taxes due from the Acquired Companies or with respect to the Pipeline Assets or the transactions contemplated hereunder. Purchaser shall promptly notify Seller in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after writing upon receipt by Parent Purchaser or any Affiliate of Parent its Affiliates (including the Company Acquired Companies after the Closing DateClosing) of written notice of any Tax Contest with respect to an Income Tax Return pending or threatened audit or assessment relating to Pre-Closing TaxesTaxes for which Seller may be liable pursuant to this Agreement (collectively, provideda “Seller Audit”) and shall promptly forward to Seller any written communication received regarding such Seller Audit. To the extent possible without prejudicing the Parties’ respective interests, that the failure Seller Audit shall be severed from any pending or threatened audit or assessment relating to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations Taxes for which Purchaser is liable under this Agreement. If such severance is possible, except subject to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in other provisions of this AgreementSection 7.8(d), in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent Seller shall have the right to participate at represent the Acquired Companies with respect to its own expense interests in any proceeding, Tax audit or portion thereof, administrative or court proceeding relating to the Company Seller Audit in cooperation with Purchaser. If the Seller Audit cannot be severed, Seller shall have the right to appoint a representative of its interests to cooperate with Purchaser and to be present at, and participate in, any audit or proceeding regarding the Seller Audit. In exercising its rights under this Section 7.8, Seller may employ counsel of Seller’s choice at Seller’s expense. The Parties agree to reasonably cooperate in the defense of any Seller Audit and, to the extent possible, not take actions that would prejudice the Stockholders’ Agent controlsrights or obligations of the other Party. All other Tax Contests Neither Party nor any of their Affiliates shall be governed by Section 4.5. In entitled to settle, either administratively or after the event commencement of litigation, any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for claim regarding a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, Seller Audit without the prior written consent of the Stockholders’ Agentother Party, such which consent may not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. (a) Parent The Stockholders’ Representative shall prepare, prepare (or cause to be prepared, ) and shall timely file, file (or cause to be filed) on a timely filed, all income Tax Returns for the Company that are required basis (taking into account valid extensions of time to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15file) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for of the Company required to be filed by the Company after the Closing Date for taxable periods ending on or before the Closing Date. Such Tax Returns shall be true, correct and complete, shall be prepared on a basis consistent with the similar Tax Returns for the immediately preceding taxable period, and shall timely remitnot make, amend, revoke or cause to be timely remitted, to terminate any Tax election or change any accounting practice or procedure without the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4prior written consent of the Purchaser. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) The cost of preparing such Tax Returns shall be prepared consistent borne by the Company. The Stockholders’ Representative shall give a copy of each such Tax Return to the Purchaser with sufficient time prior to filing for its review and comment. The Stockholders’ Representative (prior to the Closing) and the Purchaser (following the Closing) shall cause the Company to cooperate in connection with the past practices preparation and filing of such Tax Returns, to timely pay the Tax shown to be due thereon, and to furnish the Purchaser proof of such payment. (b) Purchaser shall prepare (or cause to be prepared) and file (or cause to be filed) on a timely basis (taking into account valid extensions of time to file) all Tax Returns of the CompanyCompany for taxable periods ending after the Closing Date. Any such Tax Returns for a period that includes the Closing Date shall be true, as applicable, correct and complete in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to prepared on a basis consistent with the similar Tax Returns for the immediately preceding taxable period, and shall not make, amend, revoke or terminate and tax election or change any accounting practice or procedure without the prior consent of the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax ReturnRepresentative, and Parent which consent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agentnot unreasonably be withheld, delayed or conditioned. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of Following the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax ReturnClosing, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not Representative may amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-taxable period ending on or before the Closing with the consent of Purchaser, which consent shall not unreasonably be withheld, delayed or conditioned. Purchaser shall cause the Company to cooperate with the Stockholders’ Representative in connection with the preparation and filing of such amended Tax Period Returns and any Tax proceeding in connection therewith. The cost of preparing and filing such amended Tax Returns or participating in any such Tax proceeding shall be borne by the Company. (including d) Following the portion of Closing, the Purchaser may amend any Tax Return of the Company for a Tax any taxable period that includes but does not end ending on or before the Closing Date that relates to correct any errors, with the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ AgentRepresentative, such which consent shall not to unreasonably be unreasonably withheld, conditioned delayed or delayedconditioned. For The cost of preparing and filing such amended Tax Returns shall be borne by the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and Company. (e) Purchaser shall retain (or cause the Company shall not file any IRS Form 1099-K to retain) all Books and Records with respect to Tax matters of the Company for any Pre-Closing Tax Period unless such filing is required Periods for at least seven (7) years following the Closing Date and shall abide by a Governmental Body in connection all record retention agreements entered into by or with a Tax Contestrespect to the Company with any Taxing Authority.

Tax Matters. (a) Parent shall prepare, or cause to be prepared, Each Forward REIT Merger Entity and its Subsidiaries shall timely file, file or cause to be timely filed, filed when due all income Tax Returns for the Company that are returns required to be filed after the Closing Date for any Tax period ending by or with respect to such Person on or prior to the Closing Date (the “Income Tax Returns”)and shall pay or cause to be paid all Taxes shown due thereon. All Income such Tax Returns returns (including, for the avoidance of doubt, any amended Tax returns) shall be prepared in accordance a manner consistent with past practice, except as otherwise required by applicable lawLaw. (b) The REIT shall prepare or cause to be prepared and file or cause to be filed all income Tax returns of each Forward REIT Merger Entity and each of their Subsidiaries which are due after the Closing Date. Each Income All such income Tax Return returns (including, for the avoidance of doubt, any amended Tax returns) shall be provided to the Stockholders’ Agent for its review and comment at least fifteen prepared in a manner consistent with past practice, except as otherwise required by applicable Law. No later than ten (1510) days prior to the due date (including extensions) for filingfiling such income Tax returns, the REIT shall deliver such income Tax returns to American Assets, Inc. for its review and Parent approval, which shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to not be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4unreasonably withheld. (bc) Parent The REIT shall prepare and timely file, or cause to be prepared all other Tax returns of each Forward REIT Merger Entity and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices each of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxestheir respective Subsidiaries. (d) The Company REIT and each Forward REIT Merger Entity will each use its reasonable best efforts to cause the Indemnitors on one handMerger to qualify, and Parent on will use its reasonable best efforts not to, and not to permit or cause any of its Subsidiaries to, take any action that could reasonably be expected to prevent or impede the other, shall cooperate fullyMerger from qualifying, as and to a reorganization within the extent reasonably requested by the other party, in connection with the filing meaning of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense Section 368 of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governCode. (e) Parent shall not amend or cause Unless otherwise required pursuant to be amended any Tax Return a “determination” within the meaning of Section 1313(a) of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes Code, each of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without REIT and each Forward REIT Merger Entity shall report the written consent Merger as a “reorganization” within the meaning of Section 368(a) of the Stockholders’ AgentCode for federal income tax purposes. (f) Following the Merger, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance REIT will comply with the record-keeping and information filing requirements of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099Treasury Regulation Section 1.368-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest3.

Tax Matters. (a) Parent shall prepare, or cause to be prepared, and Seller shall timely file, or cause to be timely filed, all income Tax Returns (other than Income Tax Returns) related to the Purchased Assets (solely for purposes of this Section 7.6 and except as otherwise provided in Section 7.6(b), the Company that are term “Purchased Assets” shall exclude the Artema Stock) and all Tax Returns of Artema required to be filed after by Seller, the Closing Date for any Tax period ending Selling Subsidiaries, or Artema on or prior to before the Closing Date (the “Income Tax Returns”). All Income Tax Returns after taking into account any extensions) and shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the pay all Taxes shown due date for filing, and Parent shall consider in good faith on such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent Buyer shall timely file, or cause to be timely filed, such Income (i) all Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, related to the appropriate Governmental Body all Taxes reflected on all Purchased Assets (other than Income Tax Returns) and (ii) all Tax Returns of Artema for the taxable periods, subject or portions thereof, ending on, before or including the Closing Date which have not been filed prior to its right or on the Closing Date and Buyer shall remit to be indemnified for Pre-Closing the proper taxing authority all Taxes pursuant to Section 4shown due thereon. (b) Parent Buyer shall prepare and timely file, or cause not have the right to be prepared and timely filed, all file any amended Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, Return with regard to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified Purchased Assets or Artema for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period (other than a Straddle Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitorswithout Seller’s consent. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent Seller shall have the right to participate at its own expense in file any proceeding, or portion thereof, relating amended Tax Returns with regard to the Company Purchased Assets or Artema with respect to any Pre-Closing Tax Period (other than a Straddle Period). Either party shall have the right to file an amended Tax Return with regard to the Purchased Assets with respect to any Straddle Period, provided that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In in the event that any such filing proposed by one party would affect the obligations of the other party under this Agreement, then the party proposing to amend such Tax Return shall obtain the written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding any inconsistency between other provision in this Section 5.3 and Section 4.57.6, this Section 5.3 shall govern. (e) Parent Seller shall not amend or cause have the right to be file any amended any Tax Return of with regard to the Company Purchased Assets (or file any new Tax Returnincluding, for this purpose, Artema Stock) for any Pre-Closing Tax Period if such amendment is reasonably likely to result in increased Taxes to Buyer, unless Buyer consents. (c) With respect to Tax refunds: (i) Seller shall be entitled to any refunds or credits (including the portion interest paid therewith) received in respect of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates liability (x) of Artema or (y) with regard to the Purchased Assets, in each case in respect of any Pre-Closing Tax Period; provided that Seller shall not be entitled to any such refund or credit (including interest paid therewith) if to the extent such amendment (refund or new filing) would result credit was taken into account in an increase of Taxes of determining the Indemnitors Estimated Closing Date Net Working Capital or any adjustment thereto under Section 2.11 hereto or otherwise to the extent Buyer actually pays the Tax for which Parent such refund or credit is indemnified owed. (ii) Except as provided in Section 7.6(c)(i), Buyer shall be entitled to any refunds (including interest paid therewith) in respect of any Tax liability of Artema or with regard to the Purchased Assets. (iii) Notwithstanding anything to the contrary herein, if a Taxing Authority subsequently disallows any item or refund with respect to which a party has received payment from the other party pursuant to this Section 7.6(c), such recipient party shall promptly pay (or cause to be paid) to the other party the full amount of such item or refund (including any interest paid therewith). (d) For purposes of this Agreement, without income, deductions, and other items in respect of a Straddle Period shall be calculated by treating the written consent Closing Date as the last day of a taxable period, and the portion of any such Tax that is allocable to the taxable period that is so deemed to end on and include the Closing Date shall be allocated based on an actual closing of the Stockholders’ Agentbooks of the relevant entity as of the Closing Date; provided, however, that in closing books, Taxes (such consent as Property Taxes) that are not to imposed on income, receipts, or otherwise on a transactional basis and exemptions, allowances or deductions that are calculated on an annual basis (including but not limited to, depreciation and amortization deductions) shall be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything allocated on a daily basis. (e) Nothing contained in this Agreement shall prohibit Seller, prior to the contraryClosing Date, Parent and the Company from making, or causing to be made, an election under Treasury Regulation section 301.7701-3 with respect to Artema. (f) Buyer shall not file make, or cause to be made, an election under Treasury Regulation section 301.7701-3 with respect to Artema that goes into effect, and as to which the transactions described in Treasury Regulation section 301.7701-3(g) occur, on or prior to the Closing Date without the consent of Seller. (g) With the consent of Seller, which consent may be granted or withheld by Seller in its sole discretion, Buyer shall not make, nor allow any IRS Form 1099-K for any Pre-Closing Tax Period unless Affiliate to make, the election permitted to be made under Section 338(g) of the Code with respect to Artema (the “Artema 338 Election”). However, if requested by Seller, Buyer shall, at Seller’s expense, make the Artema 338 Election. If the Artema 338 Election is made, Buyer shall provide written notice to Seller of the filing of such filing is election, which notice shall contain the information required by Treasury Regulations section 1.338-2(e)(4), and shall be furnished in the time and manner set forth therein. (h) Buyer shall not, and shall not permit any Affiliate to, during the period from the Closing until December 31, 2008, cause Artema to (i) enter into a Governmental Body transaction which would directly or indirectly result, for United States federal income tax purposes, in connection a dividend distribution to Buyer or its Affiliates or an inclusion to income to Seller for U.S. tax purposes or (ii) engage in any activity or transaction which could be considered out of the ordinary course of business for Artema for the calendar year that includes the Closing Date. In addition, Buyer agrees that it shall promptly provide Seller with a Tax Contestany information reasonably requested by Seller related to the foreign tax credits claimed by, or available to, Seller (or the affiliated group of which Seller is the parent). If Buyer, in accordance with Section 7.6(g), makes the Artema 338 Election, then Buyer’s obligations in the first sentence of this Section 7.6(h) shall be null and void.

Tax Matters. (a) Parent shall prepareThe Company may withhold from any and all amounts payable under this Agreement such federal, state, or cause to local taxes as may be prepared, and shall timely file, or cause to be timely filed, all income Tax Returns for the Company that are required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes withheld pursuant to Section 4any applicable law or regulation. (b) Parent shall prepare The intent of the parties is that all payments, compensation and timely filebenefits contemplated hereunder that are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) will be paid or provided in compliance with, or cause will be exempt from, all applicable requirements of Code Section 409A or an exemption therefrom, and the provisions of this Agreement shall be construed and administered in accordance with and to implement such intent. In no event shall the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. For purposes of Code Section 409A, the Executive’s right to receive any installment payment pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required made under this Agreement, along with a statement setting forth . In no event shall the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation timing of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share Executive’s execution of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to directly or indirectly, result in the extent Executive designating the Stockholders are materially prejudiced as a result thereofcalendar year of payment. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then no payment that is considered non-qualified deferred compensation under Code Section 409A and payable on account of a “separation from service” shall be made or provided before the Company earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall not file any IRS Form 1099-K be paid or reimbursed to the Executive in a lump sum and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contestthem herein.

Tax Matters. (a) Parent shall prepare, 9.1 Buyer and Seller agree to furnish or cause to be preparedfurnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Business as is reasonably necessary for the filing of all Tax Returns, and shall making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or Proceeding relating to any Tax Return. Buyer and Seller will cooperate with each other in the conduct of any audit or other Proceeding related to Taxes involving the Business. 9.2 Buyer will timely file, or cause pay all Transfer Taxes required to be timely filedpaid in connection with the transfer of the Purchased Assets to Buyer; provided, all income Tax Returns for however, that Seller will use its commercially reasonable efforts after the Company Closing to cooperate with Buyer to minimize the Transfer Taxes that are required to be paid as a result of such transfer, including, without limitation, delivering any resale certificate to Buyer with respect to any Purchased Assets. Buyer will prepare and timely file all Tax Returns required to be filed in connection with any such Transfer Taxes and provide copies of all such Tax Returns to Seller; if Seller is required by law to execute any such Tax Return, such Tax Return will be subject to the consent of Seller, which consent will not be unreasonably withheld or delayed. 9.3 All property, ad valorem and similar Taxes imposed on or with respect to the Purchased Assets on a periodic basis (“Periodic Taxes”) relating to periods beginning on or before and ending after the Closing Date will be allocated to: (i) Seller, in an amount equal to the Product of such Periodic Taxes for any Tax the entire period and a ratio, the numerator of which the number of days in such period ending on or prior to the Closing Date (and the “Income Tax Returns”). All Income Tax Returns shall be prepared denominator of which is the number of days in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law entire period; and (ii) any Buyer, in an amount equal to the product of such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Periodic Taxes for the entire period and a ratio, the numerator of which the Indemnitors are responsible with respect thereto, shall be provided number of days in such period beginning the day after the Closing Date and the denominator of which is the number of days in the entire period. Subject to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to last sentence set forth in this Section 9.3, Seller will, upon the due date for filing such Tax Returnwritten request of Buyer, and Parent shall consider in good faith such revisions as are reasonably requested by promptly pay the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share portion of any Transfer Periodic Taxes upon receipt of then due and owing that are allocated to Seller pursuant to this Section 9.3. Such written request will include evidence reasonably satisfactory to the non-filing party Seller that such amount is due and owing and a calculation of the amount portion of such Transfer Taxes. (d) The Company Periodic Taxes that are the responsibility of Seller pursuant to this Section 9.3. If Seller disagrees with any information or calculation set forth in such notice, such dispute will be settled by a Accounting Arbitrator mutually selected by Buyer and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, Seller in connection accordance with the filing procedures set forth in Section 1.6 of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreementherein, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause a dispute as to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period Periodic Taxes due and owing that includes but does not end on are the Closing Date that relates responsibility of Seller hereunder, the amount finally determined to be the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase responsibility of Taxes of the Indemnitors or for which Parent is indemnified Seller pursuant to this Agreement, without Section 9.3 will be paid promptly following the written consent final resolution of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything dispute in accordance with this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax ContestSection 9.3.

Tax Matters. (ai) Parent The Seller shall prepare, or cause to be prepared, have the obligation and shall be responsible for the correct and timely file, or cause to be timely filed, filing of all income Tax Returns for and payment of all Taxes payable by the Company that are required to be filed after the Closing Date for any Tax period all periods ending on or prior to the Closing Date (the “Income ( Pre-Closing Tax Returns”Periods ). All Income Such Tax Returns shall be prepared consistent with Tax Returns filed on behalf of the Company for prior periods, except as otherwise required by applicable law. (ii) The Seller shall indemnify and hold harmless on an after-tax basis the Buyer and the Company against all Taxes of the Company and any Tax Affiliates for all Pre- Closing Tax Periods in accordance excess of the amount provided therefor on the Closing Statement as finally determined, or otherwise attributable to the operations, transactions, assets or income of the Company or any Tax Affiliates and their predecessors for all periods or portions thereof through and including the Closing (and, with respect to Seller and any Tax Affiliates other than the Company, following the Closing), including any Taxes attributable to consummation of the transactions contemplated herein, together with any expenses (including, without limitation, settlement costs and any legal, accounting and other expenses) incurred in connection with the contesting, collection or assessment of such Taxes. (iii) The Buyer shall have the obligation and shall be responsible for the correct and timely filing of all Tax Returns and payment of all Taxes payable by the Company for any taxable period that incudes and ends after the Closing Date (an Overlap Period). Such Tax Returns shall be consistent with Tax Returns filed on behalf of the Company for prior periods, except as otherwise required by applicable law. Each Income The Buyer shall provide the Seller with a draft of any such Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filingthe filing thereof, and Parent shall consider including a calculation setting forth in good faith such revisions as are reasonably requested by reasonable detail the Stockholders’ Agent within ten (10) days liability of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Company for Taxes reflected on all Income such Tax ReturnsReturns that would have resulted had the Overlap Period ended at the Closing Date, subject including any Taxes that arise as a result of the transactions contemplated herein (utilizing, if applicable, the actual tax rate imposed on a particular category of income or expenditure by the applicable taxing jurisdiction) (the Taxes for such period, "Overlap Period Taxes"). In the event the Seller has any objection to its right any items set forth on any such draft Tax Return, and such objection is communicated to Buyer within five (5) business days of receiving the draft of such Tax Return, and if the parties otherwise are unable to resolve the dispute, the parties shall as soon as practicable engage a nationally recognized accounting firm reasonably acceptable to both parties, who shall decide upon the treatment of the item in dispute, which decision shall be binding on the parties and shall be reflected in such Tax Return. The cost of retaining such accounting firm shall be borne by the non- prevailing party. The Seller shall pay to the Buyer the Overlap Period Taxes no later than five (5) days prior to the date on which the Tax Returns for the Overlap Period are required to be indemnified for Pre-filed (without regard to any extensions); provided, however, that the Seller shall not be required to pay any such Overlap Period Taxes to the extent they have been included in the Closing Taxes Statement, as finally determined. Any amounts not paid pursuant to Section 4the preceding sentence shall bear interest from the date due through the date of payment at a rate per annum equal to the prime commercial lending rate of the Chase Manhattan Bank, New York, in effect at the time of such payment. (iv) The Buyer shall have the obligation and shall be responsible for the correct and timely filing of all Tax Returns of the Company for all periods other than Pre- Closing Tax Periods. (b) Parent From and after the date hereof, the Seller and its Tax Affiliates shall prepare and timely file, not file or cause to be prepared and timely filed, all filed any amended Tax Returns other than Income Tax Returns for Return with respect to the Company required to be filed after the Closing DateCompany, and the Seller and its Tax Affiliates shall timely remit, not file a claim for refund of Taxes paid by or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices behalf of the Company, as applicablewithout the consent of the Buyer, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, consent shall not be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agentunreasonably withheld. (c) All liability for transferAfter the Closing, salesthe Seller, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of on the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by lawone hand, and the non-filing party shall promptly reimburse Buyer and the filing party Company, on the other hand, will make available to the other, as reasonably requested, all information, records or documents relating to liabilities for its share Taxes for all periods prior to or including the Closing and will preserve such information, records or documents until the expiration of any Transfer Taxes upon receipt applicable statute of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxeslimitations or extensions thereof. (d) The Company Any and the Indemnitors on one handall tax sharing, and Parent on the othertax indemnity, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest tax allocation agreements with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that which the failure to deliver Company was a party at any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except time prior to the extent Closing shall terminate upon the Stockholders are materially prejudiced as a result thereofClosing. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent No further amounts shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of be payable by the Company in under such Tax Contest and control agreements following the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governClosing. (e) Parent shall not amend Any refunds or cause to be amended any Tax Return credits of income taxes of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion Company, plus interest paid thereon, net of any liability for Tax Return for a Tax period that includes but does not end incurred by the Company in connection with the receipt of such refund or credit, with respect to taxable periods or portions thereof ending on or before the Closing Date that relates to shall be for the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes account of the Indemnitors Seller. The Buyer shall cause the Company promptly to forward to, or to reimburse the Seller for, any such refunds or credits due the Seller after receipt thereof, net of any liability for which Parent is indemnified pursuant to this AgreementTax incurred by the Company in connection with the receipt of such refund or credit. The Seller, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent Buyer and the Company shall not each reasonably cooperate with the others as requested in making such filings as may be necessary and appropriate to seek any such refunds or credits. (f) Each of the parties hereto agrees that it will file any IRS Form 1099-K for any Pre-Closing Tax Period all tax returns and make all tax and financial reports consistent with Sections 1.2 and 1.3 unless such filing is otherwise required by a Governmental Body in connection with a Tax Contestlaw.

Tax Matters. (a) Parent RareGen and its successors are liable for and shall preparepay any and all Taxes (other than Taxes imposed upon Holdings as a consequence of Holdings’ income) imposed in connection with, or cause to be preparedas a result of, and shall timely filethe Litigation Proceeds or as a consequence of any Settlement or Business Deal. If, however, (i) the aggregate taxable income of or on account of RareGen or its successors from the receipt of, or cause entitlement to, the Litigation Proceeds, exceeds (ii) the aggregate income tax deductions available to be timely filedor on account of RareGen or its successors, all income Tax Returns whether in the same tax year in which any such Litigation Proceeds are accrued or received or in any other tax year, in connection with its payment of expenses associated with the conduct of the Litigation and for the Company that are required requirement to be filed after pay, or payment of, the Closing Date for any Tax period ending on or prior Litigation Proceeds to the Closing Date Senior Funder and Holdings (such excess being referred to herein as the “Income Tax ReturnsMismatch Amount”). All Income Tax Returns , then any Litigation Proceeds otherwise payable to Holdings hereunder shall be prepared reduced by an amount sufficient for the payment or offset of any income taxes payable or the reduction of any deferred tax asset resulting from such Mismatch Amount. For purposes of the preceding sentence, the amount of the reduction of any deferred tax asset shall be measured in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4generally accepted accounting principles. (b) Parent Other than as provided for in Section 3.5(a), no Tax payment, liability or obligation of RareGen shall prepare and timely fileoperate to reduce any amount payable to Holdings under this Agreement. If any such reduction or withholding is required by law, RareGen shall (i) promptly notify Holdings upon becoming aware of the required deduction or cause withholding; (ii) pay to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company relevant authorities (within the time allowed) the full amount required to be filed after deducted or withheld (including the Closing Date, and shall timely remit, or cause full amount required to be timely remitted, deducted or withheld from any additional amount paid by RareGen to Holdings under this clause); (iii) promptly provide Holdings an official receipt (or a certified copy or such other evidence reasonably acceptable to Holdings) evidencing the appropriate Governmental Body all Taxes reflected on relevant withholding and payment to such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law authorities; and (iiiv) pay to Holdings such amounts remaining after making any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agentwithholdings or deductions. (c) All liability This Agreement shall not, in whole or in part, be deemed to create or imply a partnership for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by lawfederal or state or local income tax purposes, and the non-filing party shall promptly reimburse the filing party for its share of neither Holdings nor RareGen will take any Transfer Taxes upon receipt of evidence reasonably satisfactory action or make any election to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of treat their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced relationship as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governpartnership for income tax purposes. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. (a) Parent From the date of this Agreement through and after the Closing Date, Seller, at its own expense, shall prepare, prepare and file as required by applicable Law with the appropriate taxing authority (or cause to be preparedprepared and filed) in a timely manner (i) all consolidated, combined, unitary, affiliated or similar Tax Returns that include the Company or its Subsidiary, on the one hand, and shall timely fileSeller or any Affiliate of Seller, or cause to be timely filedon the other hand, and (ii) all income other Tax Returns for of the Company and its Subsidiary that are required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”)Date. All Income Except as otherwise required by Law, all such Tax Returns as they relate to the Company and its Subsidiary shall be prepared in accordance a manner consistent with applicable lawSeller’s recent past practices. Each Income Tax Return For the avoidance of doubt, Seller shall be provided permitted to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income filed amended Tax Returns, subject in accordance with Seller’s recent past practices, with respect to its right the Tax Returns that are required to be indemnified for Pre-Closing Taxes prepared and filed pursuant to this Section 46.2(a), provided, however, that to the extent such amended Tax Returns would increase the Taxes of the Company or the Subsidiary for taxable periods beginning after the Closing Date, Seller shall not amend such Tax Returns without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed. (b) Parent Buyer shall prepare and timely file, file as required by applicable Law with the appropriate taxing authority (or cause to be prepared and filed) in a timely filed, manner all Tax Returns of the Company and its Subsidiary other than Income Tax Returns for the Company required to be filed after the Closing Date, and those described in Section 6.2(a). Buyer shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body prepare all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared in a manner that is consistent with the Seller’s recent past practices of the Company, as applicable, in all material respectspractices, except as otherwise required by applicable law Law, and (ii) make any such Tax Return that reports any Tax Returns available for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen by Seller no later than thirty (1530) days prior to the due date for filing such Tax Return, Returns to provide Seller with a meaningful opportunity to analyze and Parent shall consider in good faith comment on such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and for such Tax Returns to be modified, as appropriate, before filing. Buyer will consider any audit, examination, claim, dispute or controversy by any Governmental Body comments of Seller relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, Returns described in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5preceding sentence. In the event of any inconsistency disagreement between this Section 5.3 Buyer and Section 4.5Seller relating to any such Tax Returns, this Section 5.3 such disagreement shall govern. be resolved by an accounting firm of international reputation mutually agreeable to Seller and Buyer (e) Parent the “Tax Accountant”), and any such determination by the Tax Accountant shall not amend or cause to be amended any Tax Return final. The fees and expenses of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including Accountant shall be borne equally by Buyer, on the one hand, and Seller, on the other hand. Except as provided in Section 6.2(g), the portion of any Tax Return for related to the Company or its Subsidiary payable with respect to any taxable period beginning on or before the Closing Date and ending after the Closing Date (a Tax period “Straddle Period”) that includes but does not end is allocable to the portion of the Straddle Period ending on the Closing Date that relates shall be (i) in the case of property and similar ad valorem Taxes and any other Taxes not described in clause (ii) below, equal to the Pre-amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that fall on or prior to the Closing Tax Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of sales and similar Taxes, employment Taxes and other Taxes that are readily apportionable based on an actual or deemed closing of the books, computed as if such amendment (or new filing) would result in an increase of Taxes taxable period ended as of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without close of business on the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax ContestDate.

Tax Matters. (a) Parent The amount of any Tax refunds or credits in lieu of cash Tax refunds with respect to the Company for any Pre-Closing Tax Period (net of any Taxes incurred in respect of the receipt or accrual of such refunds and any other expenses attributable to obtaining and receiving such refunds or credits) shall preparebe for the account of Seller, other than any refund or credit that was reflected as an asset in the calculation of the Closing Working Capital pursuant to Section 2.02. Purchaser shall forward, or cause to be preparedforwarded, and shall timely fileto Seller the amount of such refund or credit within ten (10) days after such refund is received or after such credit is applied against another Tax, as the case may be. To the extent any such refund or cause to be timely filed, all income Tax Returns for the Company that are credit is subsequently disallowed or required to be filed after returned to the applicable Taxing Authority, Seller agrees to promptly repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to Purchaser. For the purposes of this Section 7.04(a), where it is necessary to apportion the economic benefit of a refund or credit for Taxes for a Straddle Period, such benefit shall be apportioned between Seller and Purchaser using the principles of Section 7.04(b). If requested by Seller, Purchaser shall take all reasonable action necessary to promptly claim, at the sole cost and expense of Seller, such Tax refunds or credits in lieu of cash Tax refunds to the extent permitted by applicable Law. (b) In the case of any Straddle Period: (i) real, personal and intangible property Taxes or other similar ad valorem Taxes imposed on a periodic basis (“Periodic Taxes”) for the Pre-Closing Tax Period shall be equal to the amount of such Periodic Taxes for the entire Straddle Period (disregarding any increase or decrease in Tax for such period as a result of the Acquisition) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) Taxes (other than Periodic Taxes) for the Pre-Closing Tax Period shall be computed on a closing of the books basis as if such taxable period ended as of the close of business on the Closing Date for Date. (c) All Transfer Taxes (including any Transfer Taxes attributable to the Asset Transfer) shall be borne 50% by Seller and 50% by Purchaser. Notwithstanding this Section 7.04(c), Purchaser and Seller agree that any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns that must be filed in connection with Transfer Taxes shall be prepared in accordance with and filed when due by the party primarily or customarily responsible under the applicable law. Each Income Law for filing such Tax Return shall be provided Returns, and such party will use its commercially reasonable efforts to provide such Tax Returns to the Stockholders’ Agent for its review and comment at least fifteen (15) days other party prior to the due date for filingsuch Tax Returns. (i) Seller (or its Affiliates) shall prepare (or cause to be prepared) all Tax Returns of the Company for taxable periods ending on or before the Closing Date (all such Tax Returns, “Seller Prepared Tax Returns”) in a manner consistent with past practice of the Company, except as required by applicable Law. Seller (or its Affiliates) shall timely file such Seller Prepared Tax Returns and Parent shall consider pay the Taxes shown as due with respect thereto (except to the extent such Taxes are (A) treated as a liability for purposes of calculating the Final Purchase Price or (B) attributable to actions taken by Purchaser or the Company after the Closing on the Closing Date outside the ordinary course of business, which Taxes shall be paid by Purchaser). Seller shall deliver to Purchaser a draft of each such Seller Prepared Tax Return at least twenty (20) days before the date such Seller Prepared Tax Return is required to be filed; provided, that in good faith such revisions as are reasonably requested by the Stockholders’ Agent case Purchaser delivers to Seller within ten (10) days after receiving such Seller Prepared Tax Return a written statement describing its objections (if any) thereto, Seller shall consider any reasonable objections in good faith; provided, further, that Seller is only required to provide Purchaser with information relating to the Company and shall not provide any Tax Returns of the Stockholders’ Agent’s receipt Seller Tax Group or provide any information of such Income any member of the Seller Tax ReturnsGroup (other than the Company). Parent Purchaser and Seller shall timely file, cooperate in good faith in determining whether to file single combined IRS Forms 1099 for Company transactions for the entire calendar year 2017. (ii) Purchaser shall prepare (or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (bprepared) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for of the Company required with respect to be filed a Straddle Period that are due after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file Date other than a Tax Return with respect to such Transfer Taxes shall do so in a Seller Tax Group of which the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. Company is a member (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of “Purchaser Prepared Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax ContestReturns”). Parent Purchaser shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income prepare such Purchaser Prepared Tax Return or relating to Pre-Closing Taxes, provided, that in a manner consistent with past practice of the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this AgreementCompany, except to the extent such past practice is not more likely than not to be upheld under applicable Law and shall deliver to Seller a draft of each such Purchaser Prepared Tax Return at least twenty (20) days before the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything date such Purchaser Prepared Tax Return is required to the contrary in this Agreementbe filed; provided, that in the case Seller provides to Purchaser within ten (10) days after receiving such Purchaser Prepared Tax Return a written statement describing all of its objections (if any) thereto, Purchaser shall consider any reasonable objections in good faith. Purchaser shall cause the Company to execute and timely file, as prepared, all Purchaser Prepared Tax Contest concerning an Income Returns. At least two (2) days before payment of Taxes (including estimated Taxes) is due to the applicable Taxing Authority with respect to the Purchaser Prepared Tax ReturnReturns, Seller shall pay Purchaser for any Taxes shown as due on any such Purchaser Prepared Tax Return that is filed by Purchaser to the extent such Taxes are the responsibility of Seller (as determined in accordance with Section 10.01). (iii) Purchaser and Seller shall reasonably cooperate, and shall cause their respective Affiliates and Representatives to reasonably cooperate (including by providing any necessary powers of attorney), in preparing and filing all Tax Returns described in this Section 7.04(d) (subject to this Section 7.04(d)), and in resolving all disputes and audits with respect to Taxes and in other matters relating to Taxes for which the applicable statute of limitations has not expired, including by maintaining and making available to each other, as reasonably necessary, records with respect to such Taxes. Seller shall be entitled to (1) continue discussions and negotiations of the matters set forth on Section 7.04(d)(iii) of the Seller Disclosure Schedule and (2) continue to conduct and control, through counsel of Seller’s choosing and at Seller’s sole cost and expense, the Stockholders’ Agent resolution of such matters and shall have be permitted to settle or compromise such tax matters upon Purchaser’s prior written consent (which consent shall not be unreasonably withheld or delayed except to the rightextent such settlement and/or compromise imposes monetary obligations on Purchaser, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of its Affiliates or the Company and/or involving injunctive or equitable relief applicable to Purchaser, its Affiliates or the Company, in which case such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent consent may be withheld or granted in Purchaser’s sole discretion). Purchaser shall have the right to participate at its own cost and expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governsuch matters. (e) Parent Except (x) upon the prior written consent of Seller or (y) to the extent an applicable Tax position (including an interpretation of whether an action is required under applicable Law) (1) is not “more likely than not” supportable under applicable Law and with respect to Specified Pre-Closing Taxes it is probable that a liability has been incurred under applicable ASC Guidelines so that the item must be accrued as a liability on the financial statements of Purchaser or any of its Affiliates (including the Company), and (2) is inconsistent with a Tax or financial reporting position (including any such interpretation of whether an action is required under applicable Law) taken by Purchaser or any of its Affiliates in a similar situation with respect to the same Law or financial reporting guidelines, none of Purchaser or any of its Affiliates (including the Company) shall not (i) amend or cause any Tax Return for any Pre-Closing Tax Period, (ii) make any Tax election regarding the Company with respect to be amended a Pre-Closing Tax Period, (iii) surrender any right to claim a refund for Taxes of the Company of which Seller is entitled to receive payment thereof, (iv) file any Tax Return of the Company (or file any new Tax Return) for any with respect to a Pre-Closing Tax Period in any jurisdiction if the Company did not file a comparable Tax Return involving similar Tax items in such jurisdiction in the immediately preceding Tax period, or (including the portion of v) initiate any discussion or enter into any voluntary disclosure program (or similar program or agreement) with a Governmental Entity regarding any Tax (whether asserted or unasserted) or Tax Return for a Tax period that includes but does not end on the Closing Date that relates with respect to the Company relating to a Pre-Closing Tax Period) , in each case if such amendment (action could affect the Taxes of Seller or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to any indemnity claim against Seller under this Agreement, without . In the written consent of the Stockholders’ Agent, such consent not event Purchaser and Seller are unable to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement agree as to the contrary, Parent whether an applicable Tax position is “more likely than not” supportable under applicable Law (and the Company shall not file any IRS Form 1099-K for any with respect to Specified Pre-Closing Tax Period unless such filing Taxes is required by to be accrued as a Governmental Body in connection liability on the financial statements), or whether an applicable Tax position is inconsistent with a Tax Contestor financial reporting position taken by Purchaser or any of its Affiliates in a similar situation with respect to the same Law or financial reporting guidelines, Purchaser and Seller shall submit such matter to the Accounting Firm for resolution, in accordance with the procedural principles of Section 2.02(c).

Tax Matters. (a) Parent Seller shall prepare, or cause to be prepared, prepared and shall timely file, or cause to be timely filed, duly filed all income Tax Returns for the Company that are required to be filed after by or with respect to the Closing Date Acquired Companies for any Tax period all taxable years and periods ending on or prior to before the Closing Date (the “Income Tax Returns”)Date. All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) Not later than 30 days prior to the due date for filingof each such Tax Return (including extensions thereof), and Parent Seller shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt deliver to Buyer a copy of such Income Tax ReturnsReturn for Buyer’s review and comment which comments shall not be unreasonably withheld. Parent Seller shall timely file, or cause to be timely filed, provide a copy of all such Income Tax Returns as prepared by Parentto Buyer promptly after filing. Parent Buyer shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, duly filed all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, by or cause to be timely remitted, with respect to the appropriate Governmental Body Acquired Companies for all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4Straddle Periods. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) Not later than 30 days prior to the due date for filing of each such Tax ReturnReturn (including extensions thereof), Buyer shall deliver to Seller a copy of such Tax Return for Seller’s review and Parent comment which comments shall consider not be unreasonably withheld. Buyer shall provide a copy of all such Tax Returns to Seller promptly after filing. (b) In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Tax that is attributable to the portion of the period ending on the Closing Date shall be: (i) in good faith the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable years of each Acquired Company (and each partnership in which any Acquired Company owns an interest) ended with (and included) the Closing Date; and (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets of the Acquired Companies deemed to be the amount of such revisions as are reasonably requested Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the Stockholders’ Agentnumerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. (c) All liability for transferFrom and after the date hereof, sales(i) Seller shall not, useand shall not permit any of its Affiliates to, value addedamend any Tax Return previously filed which includes information relating to any Acquired Company, excisewithout prior written consent of Buyer, stampwhich consent shall not be unreasonably withheld or delayed, recordingand (ii) Buyer shall not, registration and shall not permit any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a its Affiliates to, amend any Tax Return with respect to such Transfer Taxes the Straddle Periods, without prior written consent of Seller, which consent shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxesnot be unreasonably withheld or delayed. (d) The Company Buyer and the Indemnitors on one handSeller Parties shall cooperate fully, and Parent on the other, Seller shall cause each Acquired Company to cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, examination, claim, dispute audit or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest Proceeding with respect to an Income Tax Return or relating Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve audit or Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership, the Indemnitors of their obligations under this AgreementGeneral Partner, except Buyer and each Seller Party further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on any Seller Party, the General Partner, Buyer or any Acquired Company (including with respect to the extent the Stockholders are materially prejudiced as a result thereoftransactions contemplated hereby). Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax ReturnThe Partnership, the Stockholders’ Agent shall have the rightGeneral Partner, at the expense of the IndemnitorsBuyer and each Seller Party further agree, using the counsel and representatives of the Stockholders’ Agent’s choiceupon request, to represent provide the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in other party with all information regarding any proceeding, or portion thereof, relating to the Acquired Company that the Stockholders’ Agent controls. All other Tax Contests shall either Party may be governed by Section 4.5. In the event of required to report to any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governGovernmental Authority. (e) Parent shall not amend or cause to be amended Any refund of Taxes of any Tax Return of the Acquired Company (or file including any new Tax Returninterest with respect thereto) for any Pre-taxable period ending on or prior to the Closing Tax Period (including Date or for the portion of any Tax Return for a Tax period that includes but does not end Straddle Period ending on the Closing Date (determined in accordance with the provisions of Section 5.7(b)) that relates is not attributable to the Pre-carryback of Losses from taxable periods beginning after the Closing Date or the portion of any Straddle Period beginning after the Closing Date (determined in accordance with Section 5.7(b)) shall be the property of Seller, shall be paid over promptly to Seller and if received by the Buyer or any Acquired Company after the Closing Date shall be payable promptly to Seller. (f) The Parties agree that any Tax Periodof any Acquired Company that is imposed on any transaction involving any Acquired Company (other than transactions in the ordinary course of business) if such amendment (or new filing) would result in an increase of Taxes that occurs on the Closing Date but after the General Partner’s acquisition of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent Contributable LLC Interests and Buyer’s acquisition of the Stockholders’ Agent, such consent not to Other LLC Interests shall be unreasonably withheld, conditioned the responsibility of the Buyer. (g) All payments of Expenses made by an Acquired Company on or delayed. For before the avoidance of doubt, notwithstanding anything in this Agreement Closing Date shall be allocated entirely to the contrary, Parent and taxable period that ends on the Company shall not file Closing Date or the portion of any IRS Form 1099-K for any Pre-Straddle Period ending on the Closing Tax Period unless such filing is required by a Governmental Body Date (determined in connection accordance with a Tax Contestthe provisions of Section 5.7(b)).

Tax Matters. (ai) Parent The Seller shall prepare, duly and timely file or cause to be prepared, and shall timely file, or cause to be timely filed, filed with the applicable Taxing Authorities all income Tax Returns for the Company that are required to be filed by or on behalf of the Seller or that include or relate to the Acquired Assets or the Business for Pre-Closing Periods, which Tax Returns shall be true, complete and correct, and shall duly and timely pay in full or cause to be paid in full all Taxes that are due and payable on or before the Closing Date and could result in an Encumbrance on any Acquired Asset, and shall record a provision on the Books and Records of the Seller to the extent required by GAAP for the payment of all such Taxes that are not due and payable on or before the Closing Date. The Seller shall duly and timely comply with all applicable Laws relating to the allocation or withholding of such Taxes and the reporting and remittance thereof to the applicable Taxing Authorities. (ii) The Seller shall indemnify and hold harmless the Purchaser and its Affiliates, on an after-Tax basis, from and against any (x) Taxes which relate to the Acquired Assets or the Business with respect to any Pre-Closing Periods for which the Purchaser or its Affiliates is liable, (y) the effect, if any, on the Purchaser and its Affiliates in any period that ends after the Closing Date for any Tax of an adjustment with respect to a period ending on or prior to before the Closing Date and (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review z) fees and comment at least fifteen expenses (15including, without limitation, reasonable attorneys' fees) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested incurred by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax ReturnsPurchaser or its Affiliates in connection therewith or in enforcing its rights or collecting any amounts due hereunder. Parent This indemnity shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include apply notwithstanding any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested investigation made by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable Purchaser in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) or, its receipt, examination, filing of or commenting on any Tax Return, and shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time separate and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share independent of any Transfer Taxes upon receipt of evidence reasonably satisfactory to other indemnity between the non-filing party of the amount of such Transfer TaxesParties hereto. (diii) The Company and the Indemnitors on one hand, and Parent on the other, Purchaser shall cooperate fully, as and promptly forward to the extent reasonably requested by the other party, in connection with the filing Seller a copy of Tax Returns and any audit, examination, claim, dispute or controversy by all written communications from any Governmental Body received by the Taxpayer relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period Periods. The Seller shall promptly forward to the Purchaser a copy of all written communications from any Governmental Body received by the Seller relating to any Pre-Closing Periods for which the Taxpayer is or may be liable or which would become a claim on the Business or on any of the Acquired Assets. (including iv) Any Taxes which relate to the portion of any Tax Return Acquired Assets or the Business for a Tax period that which includes but does not end on the Closing Date shall be allocated between the period before the Closing Date and the balance of the period in accordance with this Section 6(g)(iv). To the extent permitted under applicable Law, the parties shall elect to treat the Tax period as ending at the close of business on the Closing Date. Where applicable Law does not permit such an election to be made, the taxable income or other Tax base for the entire period shall be allocated between the period on or before the Closing Date and the balance of the period on the basis of an interim closing of the books at the close of the Closing Date, except that relates exemptions, allocations and deductions calculated on an annual basis shall be apportioned on the basis of the relative number of days in the period on or before the Closing Date and in the balance of the period. (v) Each of the Seller and the Purchaser shall reasonably cooperate with each other by executing or causing to be executed any required documents and by making available to the Pre-Closing other, all books and records relating to the Acquired Assets (including work papers, records and notes of any kind) at all reasonable times, for the purpose of allowing the appropriate party to complete its Tax Period) if such amendment (Returns, respond to, defend or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreementprosecute any Tax Proceeding, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in make any determination required under this Agreement (including, but not limited to, determinations as to the contrary, Parent which period any asserted Tax liability is attributable) and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contestverify issues.

Tax Matters. (a) Parent Buyer shall prepare, or cause to be prepared, prepare and shall timely file, or cause to be timely prepared and filed, all income Tax Returns for the Company Pre-Closing Tax Periods and all Tax Returns for a Straddle Period that are filed or required to be filed after the Closing Date for any Tax period ending on by or prior with respect to Parent and the Company (“Pre-Closing Date (the “Income Tax Returns”). All Income Except as required by applicable Law, each such Pre-Closing Tax Returns Return shall be prepared in accordance a manner consistent with applicable lawpast practices of Parent and the Company. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent Buyer shall prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns other than Income Tax Returns for the Company that are filed or required to be filed after the Closing Date, by or with respect to Parent and the Company. Buyer shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on provide each Member with a copy of any such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen thirty (1530) days prior to the due date for filing with respect to any such Pre-Closing Tax Return (taking into account extensions) (or, if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date). Notwithstanding anything to the contrary herein, Buyer shall not file (or cause to be filed) any Pre-Closing Tax Return without the consent of the Members (which consent shall not be unreasonably withheld, conditioned or delayed). (b) In the case of any Taxes payable with respect to any Straddle Period, the portion of such Tax Returnrelated to the Pre-Closing Tax Period shall (i) in the case of any ad valorem, property or other Taxes imposed on a periodic basis, be deemed equal to the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and Parent (ii) in the case of any other Taxes, including all income Taxes, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date; provided, that (i) all exemptions, allowances, or deductions for the Straddle Period which are calculated on an annual basis (including depreciation and amortization deductions) shall consider be allocated in good faith proportion to the number of days in each period and (ii) any Transaction Expenses shall be reflected in the portion of any Straddle Period ending at the end of the Closing Date to the extent such revisions as are reasonably requested by deductions would be deductible under applicable Law if the Stockholders’ AgentStraddle Period actually ended on the Closing Date. (c) All liability for transferBuyer, salesthe Company, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, Parent and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, Members shall cooperate fully, as and to the extent reasonably requested by the other partyparties, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest Proceeding with respect to an Income Tax Return or relating Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably necessary to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except Proceeding and being available on a mutually convenient basis to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case provide additional information and explanation of any Tax Contest concerning an Income Tax Returnmatters provided hereunder. Buyer, the Stockholders’ Agent Company, the Parent and the Members shall have the right, at the expense of the Indemnitors, using the counsel retain all books and representatives of the Stockholders’ Agent’s choice, records with respect to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating matters pertinent to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause relating to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period or Straddle Period until the expiration of the statute of limitations (including extensions) of the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the respective Pre-Closing Tax PeriodPeriod or Straddle Period and abide by all record retention agreements entered into with any Tax Authority. (d) if such amendment Buyer, the Company, the Parent and the Members further agree, upon request, to use reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (or new filingincluding with respect to the Transactions). (e) would result Except as otherwise set forth in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the prior written consent of the Stockholders’ Agent, each Member (such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance ), Buyer will not (and will cause each of doubtParent, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall and any Affiliate of Buyer not file any IRS Form 1099-K for to), in respect of any Pre-Closing Tax Period unless or Straddle Period of Parent or the Company, take the following actions to the extent any such filing action is required by a Governmental Body reasonably expected to result in connection Indemnifiable Damages pursuant to this Agreement: (i) make, revoke or amend any election relating to Taxes, (ii) amend, modify or otherwise refile, or cause to be amended, modified or otherwise refiled, any Tax Returns, (iii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax deficiency, (iv) enter into any closing or similar agreement, (v) settle or compromise any Proceeding with a respect to Taxes, (vi) initiate discussions or examinations with any Tax ContestAuthority, or (vii) make any voluntary disclosure or Tax amnesty or similar filings involving Taxes or Tax Returns.

Tax Matters. (a) Parent HCC shall preparecause to be prepared and filed any required Tax Returns due to be filed by VCI or any of its Subsidiaries after the Closing Date. The Stockholder Representative shall be responsible for preparation and filing of Tax Returns of Xxxxxxxx.xxx, LLC for its final taxable year ended August 15, 1999. HCC shall timely pay or cause to be paid all Taxes shown to be due on such Tax Returns, without prejudice to any right to indemnity which the HCC Parties may have pursuant to Section 9.2 of this Agreement with respect to such Taxes. (b) For each Tax Return that HCC shall prepare (or cause to be prepared, and shall timely file, ) with respect to VCI or cause to be timely filed, all income Tax Returns for the Company that are required to be filed after the Closing Date any Subsidiary for any Tax taxable period which includes any period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) Date, HCC shall, not less than 30 days prior to the due date for filing, and Parent shall consider in good faith on which each such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company Return is required to be filed after the Closing Datefiled, and shall timely remit, or cause to be timely remitted, provide a copy of such Tax Return to the appropriate Governmental Body all Taxes reflected on Stockholder Representative for comment and review. The Stockholder Representative shall have the right to direct HCC to adopt any filing position in such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, Return if (i) such position is supported by a "more likely than not" opinion of reputable tax counsel and (ii) the reporting position initially proposed by HCC on such Tax Return would result in Holders' liability for indemnification pursuant to Section 9.2 hereof. HCC shall cause all such Tax Returns shall to be prepared in a manner consistent with the past practices methodology of the Company, as applicable, VCI and its Subsidiaries used in all material respectsprior taxable years, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agentor regulations. (c) All liability for transferHCC shall not file, salesnor cause to be filed, use, value added, excise, stamp, recording, registration and on behalf of VCI or any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Subsidiary any amended Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share a taxable period (or portion of any Transfer Taxes upon receipt of evidence reasonably satisfactory a period) ending on or prior to the non-filing party Closing Date without the prior written consent of the amount of Stockholder Representative (which consent shall not be unreasonably withheld or delayed), unless (i) HCC agrees to release the Holders from liability for indemnification pursuant to Section 9.2 hereof, if any, which results from such Transfer Taxesamended Tax Return, or (ii) such amendment is compelled by the relevant taxing authority. (d) The Company HCC and VCI and the Indemnitors on Stockholder Representative agree to cooperate with one hand, and Parent on another in the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice preparation of any Tax Contest with respect Return pursuant to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 6.15 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion amendment of any Tax Return for a periods referred to in Section 6.15(c) hereof, and to negotiate in good faith regarding the Tax reporting positions to be taken on such Tax Returns. Any costs of preparing an amended Tax Return at the request of the Stockholder Representative shall be subject to reimbursement or indemnification out of the Escrow Fund. VCI shall be entitled to direct an election to file consolidated, combined or unitary returns with its Subsidiaries for the taxable period that includes but does not end ending on or before the Closing Date that relates by notice to HCC on or before the Closing Date, unless HCC agrees to release the Holders from liability for indemnification pursuant to Section 9.2 hereof for any increase in tax liability attributable to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant failure to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required on a consolidated basis as requested by a Governmental Body in connection with a Tax ContestVCI.

Tax Matters. (a) Parent shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all income Tax Returns for the Company that are required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Transfer Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable incurred in connection with the consummation of the Merger and the other transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the IndemnitorsCompany Holders. The party required by law to file to file a responsible under applicable Law for filing any Tax Return with respect to such Transfer Taxes shall do so timely file such Tax Return and, if required by applicable Law, the other party will join in the time execution of any such Tax Returns and manner prescribed by law, other documentation. Buyer and the non-Shareholders’ Representative shall have the right to review such Tax Returns prior to filing and provide comments with respect thereto. The filing party shall promptly reimburse incorporate any reasonable comments received from the filing other party with respect to such Tax Returns. (b) To the maximum extent permitted by applicable Law, the taxable year of the Company shall terminate as of the end of the day on the Closing Date. (c) For purposes of allocating Taxes for its share a Straddle Period, the portion of such Tax which relates to the portion of such Tax Period ending on the Closing Date shall (x) in the case of any Transfer Taxes other than Taxes based upon receipt or measured by income or receipts, sales or use Taxes, transfer or transaction-based Taxes, employment or payroll Taxes, or withholding Taxes of evidence reasonably satisfactory the Company be deemed to the non-filing party of be the amount of such Transfer Taxes. (d) The Company Tax for the entire Tax Period multiplied by a fraction the numerator of which is the number of days in the Tax Period ending on the Closing Date and the Indemnitors on one handdenominator of which is the number of days in the entire Tax Period, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Datey) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Returnbased upon or measured by income or receipts, the Stockholders’ Agent shall have the rightsales or use Taxes, at the expense transfer or transaction-based Taxes, employment or payroll Taxes, or withholding Taxes of the IndemnitorsCompany, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating be deemed equal to the Company that amount which would be payable if the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing relevant Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end ended on the Closing Date based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Tax Period of any partnership or other pass-through entity or any “controlled foreign corporation” (within the meaning of Section 957 of the Code) or “passive foreign investment company” (within the meaning of Section 1297 of the Code) in which the Company holds a beneficial interest shall be deemed to terminate at such time). Exemptions, allowances or deductions that relates are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a daily basis and Taxes that are computed on a periodic basis, such as property Taxes, shall also be apportioned on a daily basis. Any income, gain, deduction or loss attributable to transactions outside of the ordinary course of business by the Buyer (or its Affiliates) on the Closing Date after the Closing shall be allocated to the Prepost-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax ContestTaxable period.

Tax Matters. The following provisions shall govern the allocation of responsibility as between Buyer and Seller for certain Tax matters following the Closing Date: (a) Parent Tax Periods Ending on or Before the Closing Date. Between the date of this Agreement and the Closing Date, Seller shall preparefile, or cause Company and Water Subsidiaries to file, on a timely basis all Tax Returns that are required to be filed by Company and Water Subsidiaries prior to the Closing Date (taking into account any extensions of time to file). Buyer shall prepare or cause to be prepared, in a manner consistent with the past practice of Company and shall timely fileWater Subsidiaries, except as otherwise required by applicable Law, and file or cause to be timely filed, filed all income Tax Returns for Company and Water Subsidiaries for all periods ending on or prior to the Company Closing Date that are required to be filed after the Closing Date (other than income (or franchise) Tax Returns with respect to periods for which a consolidated, unitary or combined income (or franchise) Tax Return of Seller or any Affiliate of Seller (other than Company or a Water Subsidiary) will include the operations of Company or any Water Subsidiary). In the case of each such Tax period ending on Return prepared or filed by Buyer, Buyer shall submit a pro forma Tax Return (with copies of any relevant schedules, work papers and other documentation) to Seller for approval within a reasonable time prior to the Closing Date date on which such Tax Return is due to be filed (taking into account any applicable extensions), which approval shall not be unreasonably withheld, and shall incorporate on such Tax Return any reasonable comments timely provided in writing by Seller in respect of such Tax Return. Seller shall pay or cause Company and Water Subsidiaries to pay all Taxes due and payable on the “Income Tax Returns”). All Income Tax Returns filed under the first sentence of this Section 6.2(a) and shall be prepared in accordance with applicable law. Each Income reimburse Buyer for all Taxes of Company and Water Subsidiaries due and payable on the Tax Return shall be provided to Returns filed under the Stockholders’ Agent for its review and comment at least fifteen (15second sentence of this Section 6.2(a) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) business days of the Stockholders’ Agent’s receipt after payment by Buyer, Company or any Water Subsidiary of such Income Tax Returns. Parent shall timely file, or cause Taxes to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Taxes are not reflected in the reserve for Tax Returns include Liability (rather than any Pre-Closing reserve for deferred Taxes established to reflect timing differences between book and Tax Period, (iincome) such Tax Returns shall be prepared consistent with shown on the past practices face of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ AgentFinal Closing Balance Sheet. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. (a) Parent GOe3 shall prepare, prepare (or cause to be prepared) all Tax Returns of GOe3 for Pre-Closing Tax Periods. If any such Tax Return is required to be filed by GOe3 after the Closing Date, and Parent shall timely file, file such Tax Return. GOe3 shall timely pay (or cause to be timely filed, paid) to the applicable Governmental Entity all income Tax Returns for the Company that are required Taxes shown to be filed after the Closing Date for due on any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”Return described in this Section 3.8(a). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely fileIn order to apportion appropriately any Taxes relating to Straddle Periods, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remittedparties hereto will, to the appropriate extent permitted by applicable law, elect with the relevant Governmental Body Entity to treat for all Taxes reflected on such Tax Returns, subject purposes the Closing date as the last day of a taxable period of GOe3 (a “Short Period”). In any case where applicable law does not permit GOe3 to its right to be indemnified for Pre-treat the Closing Taxes pursuant to Section 4. To date as the extent such Tax Returns include any Pre-Closing Tax last day of a Short Period, then for purposes of this Agreement, the portion of each Tax that is attributable to the operations of GOe3 for the period which would have qualified as a Short Period if such election had been permitted by applicable law (an “Interim Period”) shall be (i) in the case of any property Tax, ad valorem Tax, or exemption, allowance or deduction that is calculated on an annual basis (including, but not limited to, depreciation and amortization deductions), the total amount of such Tax Returns shall be prepared consistent with or item for the past practices period in question multiplied by a fraction, the numerator of which is the Companynumber of days in the Interim Period, as applicableand the denominator of which is the total number of days in such Straddle Period, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports in the case of any Tax for which indemnification is required under this Agreementor item not described in clause (i), along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible Tax that would be due with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to Interim Period if such Interim Period were a Short Period determined based upon an interim closing of the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agentbooks. (c) All liability for transferNotwithstanding anything to the contrary contained in this Agreement, salesGOe3 shall have the sole right to control, usethrough counsel of their own choosing, value added, excise, stamp, recording, registration and the defense or settlement of any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law claim or proceeding relating to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the nonmatter for Pre-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer TaxesClosing Tax Periods. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate Each party hereto agrees to co-operate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Returns and Returns, any audit, examination, claim, dispute litigation or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest other proceeding with respect to an Income Taxes. The parties further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except could be imposed with respect to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary transactions contemplated in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent For purposes of this Agreement: (x) “Taxes” shall not amend mean (A) all federal, state, local or cause foreign taxes, charges, fees, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, (B) all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Entity in connection with any item described in clause (A), and (C) any liability in respect of any items described in clauses (A) or (B) payable by reason of contract, assumption, successor or transferee liability, operation of law, Treasury Regulation Section 1.1502-6(a) (or any similar provision of law) or otherwise; (y) “Tax Returns” shall mean any return, report, claim for refund, estimate, information return or statement or other similar document relating to or required to be amended filed or actually filed with any Tax Return of the Company Governmental Entity with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof; and (or file any new Tax Returnz) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the “Pre-Closing Tax Period) if such amendment (” means any taxable period ending on or new filing) would result in an increase of Taxes of before the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contestdate.

Tax Matters. (a) Parent At Closing or, if due thereafter, promptly when due, Taxes arising out of or imposed upon the Transactions, other than income taxes and franchise taxes ("Transaction Taxes") shall preparebe paid one-half by AWS, or cause to be prepareda designated Affiliate, and shall timely filepaid one-half by USCC, or cause a designated Affiliate. The parties agree to be timely filed, cooperate with each other to take advantage of all income applicable Transaction Tax Returns for the Company that are required exemptions and provide all documentation and information reasonably necessary to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith obtain such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4exemptions. (b) Parent shall prepare and timely file, or cause to be prepared and timely filedExcept as set forth on Schedule 5.10(b), all Tax Returns other than Income Tax Returns Taxes, including real estate, personal property, public service company taxes and any special taxes or assessments attributable to the USCC Assets for the Company required to be filed after fiscal year during which the Closing DateDate occurs, and shall timely remit, or cause to be timely remitted, that are by their nature attributable to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with entire fiscal year or a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates (the "Straddle Period"), shall be allocated as follows: the amount of (A) personal, real and intangible property Taxes for the pre-Closing period shall be equal to the Preamount of such property Taxes attributable to the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the pre-Closing Tax period and the denominator of which is the number of days in the entire Straddle Period, and (B) Taxes (other than property Taxes) for the pre-Closing period shall be computed as if such amendment (or new filing) would result in an increase of period ended on the Closing Date. Any such Taxes allocated to the pre-Closing period, to the extent such Taxes remained unpaid as of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, Closing Date shall be paid by USCC when and as due. Any such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement Taxes allocated to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Prepost-Closing Tax Period unless period shall be paid by AWS when and as due. The amount of any pre-payment by USCC in respect of such filing Taxes shall be reimbursed promptly to USCC to the extent such pre-payment is required by a Governmental Body in connection with a Tax Contestallocated to the post-Closing period.

Tax Matters. (a) Parent shall prepareExcept as otherwise provided in this Section 6.01(a), Buyer will prepare or cause to be prepared, and shall timely file, or cause to be timely filed, prepared all income Tax Returns for the Company that are of each Entity required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare Periods and timely fileall Straddle Periods, or cause to be prepared and timely filedincluding, without limitation, all income Tax Returns other than Income Tax Returns for the Company of each Entity filed or required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Date ("Income Tax Returns, subject to its right to be indemnified ") for all Pre-Closing Taxes pursuant to Section 4Periods. To the extent such Such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall will be prepared consistent in compliance with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and law. At least ten (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (1510) days prior to the due date for filing on which each such Tax ReturnReturn is to be filed (taking into account any validly obtained extensions of time to file), Buyer will submit such Tax Return to Sellers' Representative for review and Parent shall consider approval, which will not be unreasonably withheld, conditioned or delayed. The Buyer will cause such Tax Return to be timely filed and will provide a copy to the Sellers' Representative. (b) In completing any Income Tax Returns for the Tax period ending on the Closing Date and any Straddle Period, the Indebtedness, Transaction Expenses and any other applicable expenses of each Entity associated with the transactions contemplated hereby will, to the extent properly deductible for federal or applicable state and local income tax purposes as determined by Buyer in good faith its reasonable discretion, be allocated to such revisions as are reasonably requested by the Stockholders’ AgentIncome Tax Returns. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar In the case of such Taxes that become are payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to any Straddle Period, the portion of any such Transfer Taxes shall do so that is attributable to the portion of the period ending on the Closing Date will be: (i) in the time case of Taxes other than those imposed on a periodic basis with respect to the assets or capital of any Entity deemed equal to the amount that would be payable if the Tax period of such Entity ended with (and manner prescribed by lawincluded) the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will be allocated between the period ending on and including the Closing Date and the non-filing party shall promptly reimburse period beginning after the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory Closing Date in proportion to the non-filing party number of days in each period; and (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of each Entity, deemed to be the amount of such Transfer TaxesTaxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) The Company Buyer, each Entity, Sellers' Representative and the Indemnitors on one hand, and Parent on the other, shall cooperate fullySellers will cooperate, as and to the extent reasonably requested by the any other party, in connection with the filing of Tax Returns pursuant to Section 6.01(a) or this Section 6.01(d) and any audit, examinationlitigation or other proceeding (each, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “"Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing DateProceeding") of written notice of any Tax Contest with respect to an Income Tax Return Taxes imposed on or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except with respect to the extent assets, operations or activities of each Entity. Each of the Stockholders are materially prejudiced Sellers' Representative and Buyer agrees, upon request of the other, to use commercially reasonable efforts to obtain any certificate or other documentation from any Governmental Authority or any other Person as a result thereof. Notwithstanding anything may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on the Buyer, any Entity or Sellers, including, but not limited to, with respect to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, transactions contemplated hereby; provided, however, Parent shall have that the right Sellers' Representative will not be required to participate at its own expense in take any proceedingaction that would impose or increase any obligation on the part of the Sellers, or portion thereofcreate or increase any claim against the Escrow Account unless Buyer states in writing to the Sellers’ Representative in a form reasonably acceptable to the Sellers’ Representative that as a result of Buyer requiring the action by Sellers’ Representative, Buyer will not make any claim against the Escrow Account for any increase in cash Tax liability directly related to the increase in cash Tax liability that arises as a result of the action required of the Sellers’ Representative by the Buyer under this Section 6.01(d). Each Entity and Sellers will (i) retain all books and records with respect to Tax matters pertinent to each Entity relating to any taxable period beginning before the Company that Closing Date until the Stockholders’ Agent controls. All expiration of the statute of limitations (and, to the extent notified by Buyer or the Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Tax Contests shall be governed by Section 4.5. In party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the event other party so requests, each Entity or the Sellers, as the case may be, will allow the other party to take possession of any inconsistency between this Section 5.3 such books and Section 4.5, this Section 5.3 shall governrecords. (e) Parent shall not amend Any Tax refunds that are received by Buyer or cause its Affiliates (including the Entities after the Closing), and any amounts credited against Taxes to be amended any Tax Return of the Company (which Buyer or file any new Tax Return) for any its Affiliates may become entitled, that relate to Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end Periods or portions thereof ending on the Closing Date for any Straddle Period will be for the account of Buyer; provided that relates any refunds of Alternative Minimum Tax credit received under the Tax Cuts and Jobs Act of 2017 received with respect to the Pre-Closing Tax PeriodPeriods will be retained fifty percent (50%) if such amendment by Buyer and fifty percent (or new filing50%) would result in an increase by Sellers. Buyer will pay to Sellers’ Representative by wire transfer of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement immediately available funds to the contraryaccount specified on Exhibit D, Parent and for distribution to the Company shall not file Owners, fifty percent (50%) any IRS Form 1099-K for such refunds of Alternative Minimum Tax credit within five (5) days after receipt. If any Pre-Closing such refunds of Alternative Minimum Tax Period unless such filing is required credit are subsequently disallowed, the Taxes payable by a Governmental Body each Entity in connection with the disallowance of such refund will be treated as Seller Taxes subject to indemnification or escrow recovery or withholding of shares of Parent Common Stock under Section 5.04. (f) All transfer, documentary, sales, use, stamp, registration or other similar Taxes imposed on any Entity or Sellers directly or indirectly as a Tax Contest.result of the transactions contemplated by this Agreement (collectively, "Transfer Taxes") and any penalties or interest with respect to the Transfer Taxes will be borne fifty percent (50%) by Sellers and fifty percent (50%)

Tax Matters. (a) Parent Seller shall prepare, prepare and file or cause to be prepared, prepared and shall timely file, or cause to be timely filed, filed all income Tax Returns for of the Company that are required to be filed after the Closing Date for any Pre-Closing Tax period Periods ending on or prior to the Closing Date (Date. Buyer shall prepare and file or cause to be prepared and filed all Tax Returns of the “Income Tax Returns”)Company for any Straddle Periods. All Income Tax Returns prepared under this Section 5.16(a) shall be prepared in accordance a manner consistent with the past practice of the Company, except as otherwise required by applicable lawLaw. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) No later than 20 days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income filing any Tax Returns as prepared by Parent. Parent shall timely remit, Buyer or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the CompanySeller, as applicablethe case may be, in all material respectsunder this Section 5.16(a), except as otherwise required by applicable law and (ii) any the preparing party shall submit such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent other party for its review and comment at least fifteen (15) days and shall accept any reasonable comments provided by the other party prior to the due date for filing such Tax Return. (b) The amount of any Taxes attributable to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and Post-Closing Tax Period (i) in the cases of Taxes imposed on a periodic basis, the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and Parent including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period and (ii) in the case of Taxes not described in (i) above (such as franchise Taxes, payroll Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall consider be determined as if such taxable period ended on the Closing Date. With respect to all Tax Returns to be filed by Buyer or of the Company related to a Straddle Period, Seller shall make any payment due to Buyer with respect to such Tax Returns at least two Business Days before payment of Taxes (including estimated Taxes) is due to the applicable Governmental Entity except to the extent such Taxes were included in good faith such revisions the computation of the Closing Indebtedness, Closing Working Capital or Company Transaction Expenses, in each case, as are reasonably requested by the Stockholders’ Agentfinally determined pursuant to Section 1.5. (c) All liability After the Closing Date, Seller and Buyer shall (and shall cause their respective Affiliates to) (i) assist the other party in preparing, executing and filing any Tax Returns of or relating to the Company, (ii) cooperate fully in responding to any inquiries from or preparing for transferany audits of, salesor disputes with Governmental Entities regarding, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of or Tax Returns relating to the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by lawCompany, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory (iii) make available to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, as reasonably requested, all information in connection with its possession relating to the filing of Company that may be relevant to any Tax Returns and any auditReturn, audit or examination, claim, dispute proceeding or controversy by determination and to any Governmental Body Entity as reasonably requested by Seller or Buyer all information, records and documents regarding any Taxes relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereofCompany. Notwithstanding anything to the contrary in this Agreementherein, in the case of Seller and its Affiliates will not be required at any Tax Contest concerning an Income time to provide Buyer any right to access or to review any Tax Return, Tax work papers or related materials of Seller and any Affiliate of Seller other than the Stockholders’ Agent Company. (d) Seller shall have be entitled to the right, at the expense amount of the Indemnitors, using the counsel and representatives any refund or credit of the Stockholders’ Agent’s choice, to represent the interests Taxes of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right with respect to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any a Pre-Closing Tax Period (to the extent such Taxes were paid by the Company prior to the Closing, are reflected as a liability in the calculation of Net Working Capital, as finally determined pursuant to Section 1.5 or pursuant to a payment by Seller under Section 5.16(c) or Article VIII) which refund is actually received or credit is actually recognized, by Buyer or its Subsidiaries or Affiliates (including the portion Company) after the Closing, net of any Tax Return for cost to Buyer and its Affiliates attributable to the obtaining and receipt of such refund or credit, except to the extent such refund or credit arises as the result of a Tax carryback of a loss or other tax benefit from a tax period that includes but does not end on beginning after the Closing Date that relates or such refund or credit was included as an asset in the calculation of Net Working Capital, as finally determined pursuant to the Section 1.5 (“Pre-Closing Tax Period) if such amendment (Refunds”). Buyer shall pay, or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not cause to be unreasonably withheldpaid, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for Seller any Pre-Closing Tax Period unless Refunds within 10 days of the receipt or recognition thereof. To the extent requested by Seller, Buyer will reasonably cooperate with Seller, at Seller’s cost and expense, in obtaining any Pre-Closing Tax Refund, including through the filing of amended Tax Returns for Pre-Closing Tax Periods or claim for refund; provided, however, that (i) any such filing is required amended Tax Return or claim for refund shall be prepared at Seller’s cost and expense by a Governmental Body (A) independent accountants retained by Seller and acceptable to Buyer, or (B) at Buyer’s election, by Xxxxx’s independent accountants (as applicable, the “Accountants”), (ii) neither Buyer nor its Subsidiaries or Affiliates (including the Company) or their employees or personnel shall have any duty or obligation to prepare any such amended Tax Return or claim for refund or make any of its personnel available for such purpose, (iii) Buyer and its Subsidiaries or Affiliates (including the Company) shall only be obligated to provide the Accountants with reasonable access to the Company’s books and records in connection with a their possession; (iv) any such amended Tax Contest.Return or claim for refund shall be in form and substance reasonable acceptable to Buyer and neither Buyer nor its Subsidiaries or Affiliates (including the Company) shall have any obligation to file an amended Tax Return or claim for refund hereunder that would have the effect of increasing the Tax liability, or reducing any Tax asset, of Buyer or its Subsidiaries or Affiliates (including the Company) in respect of any post-Closing tax period; and

Tax Matters. (a) Parent The Sellers shall prepare, prepare and timely file or cause to be preparedprepared and timely filed (taking into account all extensions properly obtained) all Asset Tax Returns for taxable periods ending on or before the Closing Date (each, a “Pre-Closing Tax Period”) that are required to be filed on or before the Closing Date, which Asset Tax Returns shall be prepared in a manner consistent with past practice to the extent permitted by applicable Law. (b) Purchaser shall prepare and shall timely file, file or cause to be prepared and timely filed, filed (taking into account all income extensions properly obtained) all Asset Tax Returns for the Company that are required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent any such Asset Tax Return reflects any Tax that is an Excluded Liability, Purchaser shall prepare such Asset Tax Return in a manner consistent with past practice to the extent permitted by applicable Law and shall provide the Sellers with drafts of any such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with that are material for the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the StockholdersSellers’ Agent for its review and reasonable comment at least fifteen (15) 15 days prior to the due date for filing thereof, taking into account extensions (or, if such Tax Returndue date is within 15 days following the Closing Date, and Parent shall consider in good faith such revisions as are reasonably requested by promptly as practicable following the Stockholders’ AgentClosing Date). (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation For purposes of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Straddle Period, (i) Taxes other than those described in clause (ii) below that are allocated to the portion of such Straddle Period ending on the Closing Date shall be determined based on an interim closing of the books as of the end of the day on the Closing Date and (ii) any property or similar ad valorem Taxes assessed or imposed on a periodic basis shall be allocated to the portion of such Straddle Period ending on the Closing Date by prorating the amount of such Tax Contest concerning for the entire taxable period per diem. (d) Except as required by applicable Law, Purchaser and its Affiliates shall not make or change any Tax election, or amend or refile (or grant an Income extension of any statute of limitation with respect to) any Tax Return, in each case, that could reasonably be expected to cause or result in a material increase in any Tax liability that is an Excluded Liability or a material reduction in any tax benefit that is an Excluded Asset without the Stockholders’ Agent prior written consent of the Casa Seller (not to be unreasonably withheld, conditioned, or delayed). (e) After the Closing, each of the Sellers and Purchaser shall have the right(and shall cause their respective Affiliates to), at the expense of the Indemnitorsrequesting party: (i) reasonably assist and cooperate in good faith with the requesting party in the payment of any Asset Taxes to the applicable Governmental Authority due on any Asset Tax Return; (ii) reasonably cooperate in preparing for and defending any audits or proceedings of or disputes with Governmental Authorities regarding any Tax Returns required to be filed by or with respect to the Transferred Assets, using the counsel Assumed Liabilities or the Business; (iii) maintain and representatives preserve until the expiration of the Stockholders’ Agent’s choiceapplicable statutes of limitations, and make available to represent the interests of the Company in such Tax Contest other Party as reasonably requested and control the conduct of such Tax Contestto any Governmental Authority as reasonably required, providedall information, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, records and documents relating to Taxes related to the Company that Transferred Assets, the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In Assumed Liabilities or the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) Business for any Pre-Closing Tax Period or Straddle Period; and (including iv) furnish the portion other Party with copies of all correspondence received from any Governmental Authority in connection with any Tax Return audit, proceeding, assessment or information request relating to Taxes related to the Transferred Assets, the Assumed Liabilities or the Business for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless or Straddle Period, and furnish the other Party (subject to the terms of the proviso in Section 7.1(a)(ii)) with copies of all records and documents relating to Taxes related to the Transferred Assets for a Pre-Closing Tax Period or Straddle Period that are proposed to be destroyed (and not otherwise in the possession of such filing is required by a Governmental Body in connection other Party). (f) The Purchaser hereby waives compliance with a Tax Contestthe provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Transferred Assets to Purchaser.

Tax Matters. (a) Parent Seller will prepare and file or cause to be prepared and filed all Tax Returns for any taxable period for the Company that are required to be filed on or before the Effective Time consistent with the past practices of the Company (except as otherwise required by applicable Law) and shall pay or cause to be paid all Taxes due with respect to any such Tax Returns. Buyer shall prepare, or cause to be prepared, and shall timely file, file or cause to be timely filed, filed all income Tax Returns for the Company (i) for taxable periods ending on or before the Effective Time that are required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date Effective Time and (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15ii) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body in respect of Straddle Periods (all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any in clauses (i) and (ii) collectively referred to as “Pre-Closing Tax Period, (iReturns”) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law Law. With the exception of any Taxes taken into account in the determination of Final Working Capital, Seller will be responsible for any Taxes of the Company with respect to taxable periods ending on or before the Effective Time and any Taxes that are allocable to the portion of the Straddle Period ending on the Effective Time, as determined pursuant to Section 5.10(b) below. Buyer shall notify Seller of any amounts due from Seller in respect of any such Pre-Closing Tax Return no later than ten (10) Business Days prior to the date on which such Tax Return is due, and Seller shall pay such amounts to Buyer no later than three (3) Business Days prior to the date such Tax Return is due. To the extent permitted by applicable Law, Buyer, Seller and the Company shall treat the Effective Time as the first day of the taxable period in which the Closing occurs. (b) In the case of a Straddle Period, the amount of any Taxes payable for the portion of such Straddle Period that ends on the Effective Time shall (i) in the case of property or ad valorem Taxes, be deemed to be the amount of Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of such Straddle Period ending on the Effective Time and the denominator of which is the total number of days in such Straddle Period and (ii) any such Tax Return in the case of all other Taxes, be determined based on an interim closing of the books as of the close of business on the Effective Time; provided that reports any Tax for which indemnification is required under this Agreementexemptions, along with a statement setting forth the amount of Taxes for which the Indemnitors allowances or deductions that are responsible with respect thereto, calculated on an annual basis (including depreciation and amortization deductions) shall be provided allocated between the period ending on the Effective Time and the period beginning after the Effective Time in proportion to the Stockholders’ Agent for its review and comment at least fifteen (15) number of days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agenteach period. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration Buyer and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, Seller shall cooperate (and cause their respective Affiliates to cooperate) fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of Tax Returns pursuant to Section 5.10(a) and any audit, examination, claim, dispute litigation or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest other proceeding with respect to an Income Taxes. Such cooperation shall include the retention and (upon the other parties’ request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and Seller agree to retain all books and records with respect to Tax Return or matters pertinent to the Company relating to Pre-Closing Taxesany taxable period beginning before the Effective Time until the expiration of the statute of limitations (and, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent notified by Buyer or Seller, as applicable, any extensions thereto) of the Stockholders are materially prejudiced respective taxable periods, and to abide by all record retention agreements entered into with any Tax authority. (d) Seller agrees, upon request, to use its commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as a result thereof. Notwithstanding anything may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governtransactions contemplated hereby). (e) Parent All Tax-sharing agreements or similar agreements with respect to or involving the Company shall not amend or cause to be amended any Tax Return terminated as of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including Effective Time and, after the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this AgreementEffective Time, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file be bound thereby or have any IRS Form 1099-K for liability thereunder. (f) For U.S. federal income Tax purposes (and state and local Tax purposes where applicable), Buyer, Seller, and the Company intend that the acquisition of the Shares shall be treated as an acquisition of the Company’s assets by Buyer from Seller in a fully taxable exchange, and no position shall be taken by the Company, Buyer, Seller or any Pre-Closing Affiliate thereof or caused to be taken by any of the above inconsistent with such intent in connection with any Tax Period Return, Tax audit or similar proceedings, unless such filing is required to do so by a Governmental Body Authority. Seller and Buyer each agree to allocate the Purchase Price (together with the liabilities of the Company) among the assets of the Company in connection accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder as agreed by Seller and Buyer.. Seller and Buyer shall comply, as mutually agreed in writing (each acting in good faith), with the applicable requirements of Section 1060 of the Code and the Treasury Regulations promulgated thereunder and shall file all information and Tax Returns (and any amendments thereto) in a Tax Contestmanner consistent with such allocation as provided in this Section 5.10(f). If, contrary to the intent of the parties hereto as expressed in this Section 5.10(f), any taxing authority makes or proposes an allocation different from that determined in accordance with the terms of this Section 5.10(g), Seller and Buyer shall cooperate with each other in good faith to contest such taxing authority’s allocation (or proposed allocation); provided, however, that after consultation with the party adversely affected by such allocation (or proposed allocation), the other party hereto may file such protective claims or returns as may reasonably be required to protect its interests.

Tax Matters. (a) 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 by Sellers. Buyer and Sellers shall reasonably cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such Taxes or fees. To the extent permissible under applicable Law, Sellers shall be responsible for the preparation and filing of any Tax Returns with respect to all Transfer Taxes. (b) Sellers and/or Parent shall preparebe allocated and shall be liable for all Taxes imposed on or with respect to the Purchased Assets, the Business or the Assumed Liabilities that are attributable to any Pre-Closing Tax Period. Buyer shall be allocated and bear all Taxes imposed on or with respect to the Purchased Assets, the Business or the Assumed Liabilities that are attributable to any Post-Closing Tax Period. For purposes of this Agreement (i) any Taxes that are based upon or related to income, receipts, or cause occupancy, or imposed on a transactional basis shall be allocated to be preparedthe Tax period or portion thereof in which the transaction giving rise to such Taxes occurred based upon a hypothetical closing of the taxable year on the Closing Date (with the Closing Date being included in the Pre-Closing Period), and (ii) Taxes that are imposed on a periodic basis (such as real and personal property Taxes which are not based on income) pertaining to a Straddle Period shall timely filebe allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period by prorating each such Tax based on the number of days in the applicable period that occur on or before the Closing Date, or cause to be timely filedon the one hand, and the number of days in such period that occur after the Closing Date, on the other hand. (c) Seller Representative shall prepare and file all income Tax Returns of any Seller for the Company (i) a Pre-Closing Tax Period and (ii) a Straddle Period, but only with respect to such Straddle Period, Tax Returns of any Seller that relate to hotel occupancy Taxes and/or sales and use Taxes that are required to be filed due after the Closing Date for any Tax period ending on or prior to the Closing Date (the such returns, “Income Seller Tax Returns”) at the Seller Parties’ sole expense. The Buyer shall have a reasonable opportunity to review and approve any Seller Tax Returns (such approval not to be unreasonably withheld). All Income Seller Tax Returns shall be prepared in accordance a manner consistent with past practice, unless a contrary treatment is required by applicable lawLaw. Each Income Tax Return The Seller Parties shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely filepay, or cause to be timely filedpaid, such Income all Taxes shown to be due on Seller Tax Returns as prepared by Parentbefore the same shall become delinquent and before penalties accrue thereon. Parent Seller Representative shall timely remitcause a copy of any Seller Tax Return, or cause together with all relevant workpapers and other information (to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax PeriodReturn, (i) such Tax Returns shall be prepared consistent with the past practices of the Companyworkpapers, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided other information relate solely to the Stockholders’ Agent Purchased Assets or Business), to be made available to the Buyer for its review and comment at least fifteen approval (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent approval not to be unreasonably withheld, conditioned or delayed) no later than ten (10) Business Days prior to the due date for the filing of such Seller Tax Return (taking into account proper extensions). For An exact copy of any such Tax Return filed by Seller Representative, together with evidence of payment of such Taxes, shall be provided to the avoidance of doubt, notwithstanding Buyer no later than ten (10) Business Days after such Tax Return is filed. Notwithstanding anything to the contrary set forth in this Agreement Agreement, following the Closing, no Seller shall file any Tax Return, amended Tax Return or Tax election relating to the contrary, Parent and the Company shall not file any IRS Form 1099-K for Purchased Assets or Business (or otherwise change such Tax Returns or make or change an election) with respect to any Pre-Closing Tax Period unless Periods without the prior written consent of the Buyer (such filing is required by a Governmental Body approval not to be unreasonably withheld). (d) Each of Buyer, on the one hand, and the Seller Parties, on the other hand, shall promptly notify the other in connection writing upon receipt of notice of any pending or threatened audits or assessments with a respect to Taxes for which such other party (or such other party’s Affiliates) may reasonably be liable hereunder (including any Transfer Taxes). Seller Representative shall be entitled to participate at its expense in the defense of any Tax Contestaudit or administrative or court proceeding relating to Taxes for which any Seller Party may reasonably be liable, and to employ counsel of its choice at its expense. No Seller Party shall agree to settle any claim for Taxes for which Buyer may be liable without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Buyer shall not agree to settle any claim for Taxes for which the Seller Parties may be liable without the prior written consent of the Seller Representative, which consent shall not be unreasonably withheld.

Tax Matters. (a) Parent LEC shall prepare, file or cause to be prepared, and shall timely file, or cause to be timely filed, filed when due (taking into account all income Tax extensions properly obtained) all Company Returns for the Company that are required to be filed after the Closing Date for and LEC shall remit or cause to be remitted any Tax period Taxes due in respect of such Company Returns. With respect to Company Returns filed by LEC that relate to taxable years or periods ending on or prior to before the Closing Date (the “Income Tax Returns”). All Income Tax Date, such Company Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared a manner consistent with the past practices practice of the Company, as applicable, in all material respects, except as otherwise required by under applicable law Law. With respect to Company Returns described in the preceding sentence and the portion of any Company Return for a Straddle Period that relates to the period prior to and including the Closing Date, such Company Returns (iior portions of Straddle Period Company Returns) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided submitted to the Stockholders’ Agent for its review and comment at least fifteen Representative not later than thirty (1530) days prior to the due date for filing such Tax ReturnCompany Returns (or, if such due date is within sixty (60) days following the Closing Date, as promptly as practicable following the Closing Date) for review and Parent shall consider in good faith such revisions as are reasonably requested approval by the Stockholders’ AgentRepresentative, which approval may not be unreasonably withheld, conditioned or delayed and which approval (or reasons for non-approval) shall be provided to LEC within ten (10) Business Days after the Stockholders’ Representative’s receipt of such Company Return. LEC shall not cause or permit the amendment, refiling or other modification of any Company Return with respect to any taxable year or period ending on or before the Closing Date without the prior written consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such approval (or reasons for non-approval) shall not have been provided to LEC within ten (10) Business Days after Stockholders’ Representative’s receipt of such amendment, refiling or other modification of any Company Return. (b) LEC shall notify the Stockholders’ Representative in writing upon receipt by LEC or any Affiliate of LEC (including the Company and any Company Subsidiary), after the Closing Date, of written notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the Tax liabilities of the Company or any Company Subsidiary for which the Participating Securityholders would be required to indemnify any LEC Indemnified Party pursuant to this Agreement. The Stockholders’ Representative shall have the right to represent the Company’s or any Company Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Tax liabilities for which the Participating Securityholders would be required to indemnify any LEC Indemnified Party pursuant to this Agreement and which relate to taxable periods ending on or before the Closing Date, and to employ counsel of the Stockholders’ Representative’s choice at the Participating Securityholders’ expense; provided, however, that LEC and its representatives shall be permitted, at LEC’s expense, to be present at, and participate in, any such audit or proceeding. Notwithstanding the foregoing, the Stockholders’ Representative shall not be entitled to settle any claim for Taxes which would adversely affect the liability for Taxes of any LEC Indemnified Party for any period after the Closing Date without the prior written consent of LEC, which consent may not be unreasonably withheld, conditioned or delayed. In the event of any inconsistency or conflict between this Section 6.7(b) and Section 9.1(c), this Section 6.7(b) shall be applicable and not Section 9.1(c). (c) All liability for transferLEC, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, Stockholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of Tax Returns Company Returns, and any auditproceeding, examinationinvestigation, claim, dispute audit or controversy review by any a Governmental Body with respect to Taxes. Such cooperation shall include signing any Company Returns, amended Company Returns, claims or other documents necessary to settle any Tax controversy, executing powers of attorney, the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such proceeding, investigation, audit or review and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. LEC and the Surviving Corporation agree to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the later of (i) the expiration of the statute of limitations (and, to the extent notified by LEC or the Surviving Corporation, any extensions thereof) of the respective taxable periods and (ii) the final resolution of any indemnification claims made by a LEC Indemnified Party relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect prior to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve expiration of the Indemnitors statute of their obligations under this Agreementlimitations, except and to the extent the Stockholders are materially prejudiced as a result thereof. abide by all record retention agreements entered into with any taxing authority. (d) Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating be responsible for all employer payroll Taxes attributable to the Company that payment of transaction based compensation in connection with the Stockholders’ Agent controls. All other Tax Contests transactions contemplated by this Agreement, and such amounts shall reduce or be deducted from the consideration otherwise payable pursuant to this Agreement, and shall be governed indemnified by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governParticipating Securityholders. (e) Parent LEC and Participating Securityholders shall not amend each pay fifty percent (50%) of all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer, or similar Taxes incurred as a result of the transactions contemplated in this Agreement and LEC shall file (or cause to be amended any filed) all related Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreementreturns, without the written consent of and the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent Representative and the Company Participating Securityholders shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body cooperate with LEC in connection with a Tax Contestany such filings.

Tax Matters. (a) Parent shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filedFor tax reporting purposes, all interest or other income Tax Returns for earned with respect to any portion of the Company that are Working Capital Escrow Funds or the Indemnification Escrow Funds in any tax year shall be reported at year end as allocated to Parent. Any other tax returns required to be filed after will be prepared and filed by the Closing Date Parties with the Internal Revenue Services (“IRS”) and any other taxing authority as required by law. The Parties acknowledge and agree that the Escrow Agent shall have no responsibility for the preparation and/or filing of any Tax period ending on income, franchise or prior any other tax return with respect to the Closing Date (Escrow Funds or any income earned by the “Income Tax Returns”)Escrow Funds. All Income Tax Returns In addition, the Escrow Agent shall withhold any taxes it deems appropriate, including but not limited to, required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities. Any amounts withheld by the Escrow Agent pursuant to the preceding sentence shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided treated for all other purposes under this Agreement as distributed to the StockholdersCompanies Holders. Simultaneously with the execution of this Agreement, the Stakeholders’ Agent for its review Representative shall instruct each of the Companies Holders to execute and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are deliver any documents reasonably requested by the Stockholders’ Escrow Agent within ten in connection therewith (10) days including, without limitation, a fully executed W-8 or W-9 IRS form, which shall include TIN data, from each of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4Companies Holders). (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include that the Escrow Agent becomes liable for the payment of any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with taxes in respect of income derived from the past practices investment of the CompanyEscrow Funds, as applicablethe Escrow Agent shall satisfy such liability to the extent possible from the Escrow Funds. The parties, in all material respects, except as otherwise required by applicable law jointly and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect theretoseverally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be provided to assessed against the Stockholders’ Escrow Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return on or with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, Escrow Funds and the non-filing party shall promptly reimburse investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party gross negligence or willful misconduct of the amount Escrow Agent. The indemnification provided by this Section 4(b) shall survive the resignation or removal of such Transfer Taxes. (d) The Company the Escrow Agent and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing termination of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. Any payment by a Paying Agent under this Indenture shall be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any applicable law, regulation or regulatory agreement. Without prejudice to Section 2.13, if Taxes are paid by a Paying Agent or any of its affiliates, the Payor shall promptly reimburse the Paying Agent for such payment to the extent not covered by withholding from any payment. If a Paying Agent is required to make a deduction or withholding referred to above, it will not be required to pay an additional amount in respect of that deduction or withholding to the Payor. Each Payor undertakes to the Paying Agent to (ai) Parent shall prepareprovide the Paying Agent all documentation and other information required by that Paying Agent from time to time to comply with any applicable law, regulation or cause regulatory agreement forthwith upon request by the Paying Agent and (ii) notify the Paying Agent in writing within 30 days of any change that affects the Payor’s tax status pursuant to any applicable law, regulation or regulatory agreement. The Company acknowledges that it is its sole responsibility to determine whether a deduction or withholding is or will be required from any payment to be prepared, made in respect of the Notes or otherwise in connection with this Indenture and to procure that such deduction or withholding is made in a timely manner to the appropriate authorities. The Company shall timely file, notify each Paying Agent promptly upon determining or cause becoming aware of any requirement to make a deduction of withholding from any payment to be timely filed, made in respect of the Notes or otherwise in connection with this Indenture. The Company shall provide such Paying Agent with all income Tax Returns information required for the Company that are required such Paying Agent to be filed after able to make any such payment. [Signatures on following pages] Dated as of November 23, 2020 ENCORE CAPITAL GROUP, INC, as Company, By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: EVP, CFO & Treasurer MIDLAND FUNDING LLC, as Guarantor, By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President & Treasurer MIDLAND PORTFOLIO SERVICES, INC., as Guarantor, By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President & Treasurer MIDLAND CREDIT MANAGEMENT, INC., as Guarantor, By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: EVP, CFO & Treasurer ASSET ACCEPTANCE, LLC, as Guarantor, By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President & Treasurer ASSET ACCEPTANCE CAPITAL CORP., as Guarantor, By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: EVP, CFO & Treasurer CABOT UK HOLDCO LIMITED, as Guarantor, By: /s/ Xxxxx Buick Name: Xxxxx Buick Title: Director CABOT HOLDINGS S.À X.X., as Guarantor, By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Manager JANUS HOLDINGS LUXEMBOURG S.À X.X., as Guarantor, By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Manager 162 ENCORE CAPITAL GROUP UK LIMITED, as Guarantor, By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director ENCORE HOLDINGS LUXEMBOURG S.À X.X., as Guarantor, By: /s/ Xxxxxxx Call Name: Xxxxxxx Call Title: Class A Manager CABOT FINANCIAL LIMITED, as Guarantor, By: /s/ Xxxxx Buick Name: Xxxxx Buick Title: Director 163 CABOT CREDIT MANAGEMENT GROUP LIMITED, as Guarantor, By: /s/ Xxxxx Buick Name: Xxxxx Buick Title: Director CABOT CREDIT MANAGEMENT LIMITED, as Guarantor, By: /s/ Xxxxx Buick Name: Xxxxx Buick Title: Director CABOT FINANCIAL HOLDINGS GROUP LIMITED, as Guarantor, By: /s/ Xxxxx Buick Name: Xxxxx Buick Title: Director CABOT FINANCIAL (LUXEMBOURG) S.A., as Guarantor, By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director CABOT FINANCIAL (LUXEMBOURG) II S.A., as Guarantor, By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director CABOT FINANCIAL DEBT RECOVERY SERVICES LIMITED, as Guarantor, By: /s/ Xxxxx Buick Name: Xxxxx Buick Title: Director 165 CABOT FINANCIAL (UK) LIMITED, as Guarantor, By: /s/ X X Xxxxxx Name: X X Xxxxxx Title: UK Debt Purchase Finance Director CABOT FINANCIAL (EUROPE) LIMITED, as Guarantor, By: /s/ Xxxxx Buick Name: Xxxxx Buick Title: Director FINANCIAL INVESTIGATIONS AND RECOVERIES (EUROPE) LIMITED, as Guarantor, By: /s/ Xxxxx Buick Name: Xxxxx Buick Title: Director 166 APEX CREDIT MANAGEMENT LIMITED, as Guarantor, By: /s/ X X Xxxxxx Name: X X Xxxxxx Title: UK Debt Purchase Finance Director XXXXXX FINANCIAL GROUP LIMITED, as Guarantor, By: /s/ X X Xxxxxx Name: X X Xxxxxx Title: UK Debt Purchase Finance Director XXXXXX FINANCIAL INTERMEDIATE LIMITED, as Guarantor, By: /s/ X X Xxxxxx Name: X X Xxxxxx Title: UK Debt Purchase Finance Director 167 XXXXXX FINANCIAL INTERMEDIATE II LIMITED, as Guarantor, By: /s/ X X Xxxxxx Name: X X Xxxxxx Title: UK Debt Purchase Finance Director XXXXXX MIDWAY LIMITED, as Guarantor, By: /s/ X X Xxxxxx Name: X X Xxxxxx Title: UK Debt Purchase Finance Director BLACK TIP CAPITAL HOLDINGS LIMITED, as Guarantor, By: /s/ X X Xxxxxx Name: X X Xxxxxx Title: UK Debt Purchase Finance Director XXXXXX SENIOR HOLDINGS LIMITED, as Guarantor, By: /s/ X X Xxxxxx Name: X X Xxxxxx Title: UK Debt Purchase Finance Director XXXXXX PORTFOLIO HOLDINGS LIMITED, as Guarantor, By: /s/ X X Xxxxxx Name: X X Xxxxxx Title: UK Debt Purchase Finance Director XXXXXX LEGAL SERVICES LIMITED, as Guarantor, By: /s/ X X Xxxxxx Name: X X Xxxxxx Title: UK Debt Purchase Finance Director CABOT FINANCIAL (IRELAND) LIMITED, as Guarantor, By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Director CABOT ASSET PURCHASES (IRELAND) LIMITED, as Guarantor, By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director CABOT SECURITISATION EUROPE LIMITED, as Guarantor, By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director XXXXXX INTERMEDIATE HOLDINGS LIMITED, as Guarantor, By: /s/ X X Xxxxxx Name: X X Xxxxxx Title: UK Debt Purchase Finance Director 171 Signed, for and on behalf ofCITIBANK, N.A., LONDON BRANCH,as Trustee, By: /s/ Antra Grundsteina Name: Antra Grundsteina Title: Vice President 172 Signed, for and on behalf ofCITIBANK, N.A., LONDON BRANCH,as Principal Paying Agent and Transfer Agent, By: /s/ Antra Grundsteina Name: Antra Grundsteina Title: Vice President 173 Signed, for and on behalf ofCITIGROUP GLOBAL MARKETS EUROPE AG, as Registrar, By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Bank Officer By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Bank Officer 174 Signed, for and on behalf ofTRUIST BANK,as Security Agent, By: /s/ Xxxx Wood Name: Xxxx Xxxx Title: Director [Form of Face of Note] [Insert the Closing Date for any Tax period ending on or prior Global Note Legend, if applicable pursuant to the Closing Date provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] ISIN: [●] Common Code: [●] [●] Senior Secured Notes due [●] Encore Capital Group, Inc. (the “Income Tax ReturnsCompany”)) promises to pay to ______________ or its registered assigns, the principal sum of _______ [or such greater or lesser amount as indicated in the Schedule of Exchanges of Interests in the Global Note]1 on [●]. All Income Tax Returns shall Interest Payment Dates: [●] and [●], commencing [●]. For so long as this Note is a Global Note payment will be prepared in accordance with applicable law. Each Income Tax Return shall be provided made to the Stockholders’ Agent for its review and comment Holders of record of this Note at least fifteen the close of business (15in the relevant clearing system) days prior to on the Clearing System Business Day immediately before the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filedpayment, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to date being the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified “Regular Record Date” for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4a Global Note. To the extent such Tax Returns include any Pre-Closing Tax Perioda Definitive Registered Note has been issued, (i) such Tax Returns shall payment will be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided made to the Stockholders’ Agent Holders of record of this Note on the immediately preceding [●] and [●], such dates being the “Regular Record Dates” for its review and comment at least fifteen (15) days prior a Definitive Registered Note Dated: ______________ Reference is made to the due date further provisions of this Note contained herein, which will for filing such Tax Return, and Parent shall consider in good faith such revisions all purposes have the same effect as are reasonably requested by the Stockholders’ Agentif set forth at this place. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable 1 Use the Schedule of Exchanges of Interests language if Note is in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer TaxesGlobal Form. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. (a) Parent The Seller, at the Seller’s expense, shall prepare, prepare or cause to be prepared, and shall timely file, file or cause to be timely filed, all income Tax Returns for the Company that are required to be filed after for all taxable periods ending on or before the Closing Date (including any Tax Return relating to any “S corporation” short taxable year of the Company). All such Tax Returns shall be prepared in a manner consistent with prior practice unless otherwise required under applicable Law. At least 30 Business Days prior to the due date for any such Tax period Returns, the Seller shall deliver such Tax Returns to the Buyer for its review, comment and approval, which approval shall not be unreasonably withheld. To the extent permitted by applicable Law, the Seller shall include any income, gain, loss, deduction or other tax items for such periods on his Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to the Seller for such periods. The Seller shall be responsible for and shall pay any and all Taxes (i) shown on such Tax Returns or (ii) assessed against or imposed on the Company with respect to all taxable periods ending on or prior to the Closing Date and any and all Taxes of the Company for the period allocated to the Seller pursuant to Section 7.04(b) during the three-year plus 90 day period immediately following the filing date for the Federal income tax return of the Company for year 2015; provided, however, that, (the “Income Tax Returns”). All Income Tax Returns 1) such responsibility and commitment to pay shall be prepared net of any refunds or credits to the benefit of Company with respect to any taxable year or period (or portion thereof) that ends on or before the Closing Date or with respect to the pre-Closing period of any Straddle Period, and (2) Seller shall not be liable for or pay any Taxes to the extent such Taxes are paid by the Company on or prior to the Closing Date or are reflected as a liability or reserve for Taxes in accordance with applicable lawthe Net Working Capital. Each Income Tax Return Any payment required by the Seller pursuant to this Section 7.04(a) shall be provided paid to the Stockholders’ Agent for its review and comment at least fifteen Company not later than five (155) days prior to before the due date for filingpayment of Taxes with respect to such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, assessment or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4imposition. (b) Parent The Seller and the Buyer will, unless prohibited by applicable Law, close the taxable period of the Company as of the close of business on the Closing Date and shall prepare execute and timely filedeliver an election to close the books of the Company upon S corporation termination pursuant to Section 1362(e)(3), in connection therewith. If applicable Law does not permit the Company to close its taxable year on the Closing Date or cause in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be prepared and timely filed, all Tax Returns other than Income Tax Returns allocated (i) to the Seller for the Company required period up to be filed after and including the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) to the Buyer for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with Taxes attributable to a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of business on the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) and any real property, personal property and other Taxes not imposed on the basis of income or receipts shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the Stockholders’ Agent for its review and comment at least fifteen (15) number of days prior to the due date for filing in each such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agentperiod. (c) All liability for transferThe Buyer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any auditTax Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after and the Closing Date) of written notice of any Tax Contest Seller agree to retain all books and records with respect to an Income Tax Return or matters pertinent to the Company relating to Pre-any taxable period beginning before the Closing TaxesDate until the expiration of the statute of limitations of the respective taxable periods, provided, that the failure and to deliver abide by all record retention agreements entered into with any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in Governmental Body. (d) In the case of any inquiry, audit, claim for refund, or administrative or judicial proceeding involving any asserted or threatened Tax Contest concerning liability or refund with respect to the Company (any such audit, claim for refund, or proceeding relating to an Income asserted Tax Returnliability referred to herein as a “Contest”) initiated after the Closing Date that relates to Taxes for which the Seller is responsible under Sections 7.04 or 8.02, the Stockholders’ Agent Seller shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, right to represent the interests of the Company in such Tax Contest and control the conduct of such Tax ContestContest at its own expense, provided, however, Parent but the Buyer shall have the right to participate in such Contest at his own expense, and the Seller shall (i) keep Buyer fully informed regarding the status of such Contest, (ii) consult with the Buyer with respect to any issues raised in such Contest which could adversely affect the Company or its own expense in Affiliates or which could impact Tax periods (or portions thereof) after the Closing and (iii) not be able to settle, compromise and/or concede any proceeding, portion of such Contest that may affect the Tax liability of the Company for any taxable year (or portion thereof) beginning after the Closing Date without the consent of the Buyer, relating which consent shall not be unreasonably withheld or delayed; provided, that, that if the Seller fails to assume control of the Company that conduct of any such Contest within a reasonable period following the Stockholders’ Agent controls. All other Tax Contests receipt by the Seller of notice of such Contest, the Buyer shall have the right to assume control of such Contest and shall be governed by Section 4.5able to settle, compromise and/or concede such Contest in its sole discretion in good faith. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended party receives any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by notice from a Governmental Body in connection regarding a Contest, such party shall promptly provide the other party with a Tax Contestcopy of such notice and all related communications. A party’s failure to give prompt notice shall not constitute a defense (in whole or in part) to any Indemnity Claim by the Indemnified Party against the Indemnifying Party, except and only to the extent that such failure shall have caused or increased such liability or adversely affected the ability of the Indemnifying Party to defend against or reduce its liability.

Tax Matters. (a) Parent shall prepare, or cause to be prepared, Purchaser and shall Seller will each timely file, or cause to be timely filed, all income prepare and file such Tax Returns as may be, respectively, required of them under applicable Law in connection with all excise, sales, use, value added, transfer, stamp, documentary, filing, recordation or other similar Taxes incurred in connection with or as a result of the sale and transfer of the Purchased Assets and the Assumed Liabilities hereunder (“Transfer Taxes”) in accordance with the form of the transaction contemplated hereunder or as may otherwise be required by any Governmental Authority; provided, however, that the cost of all such Transfer Taxes will be borne 50% by Purchaser and 50% by Seller and Purchaser and Seller shall cooperate to timely file and pay all Transfer Taxes. (b) Seller shall prepare and timely file all federal, state, local and non-U.S. Tax Returns (i) of Seller and Affiliates (other than, for the Company that are required avoidance of doubt, the NFP) for any Pre-Closing Tax Period, (ii) with respect to be filed after the Closing Date Business and the Purchased Assets for any Tax period ending on or prior to before the Closing Date , or (iii) of NFP for any Tax period ending on or before the “Income Closing Date, and, in each case, shall timely pay all Taxes attributable to such Tax periods (whether or not shown on such Tax Returns”). All Income ; provided, however, that such Tax Returns shall be prepared in accordance a manner consistent with past practice unless otherwise required by applicable lawLaws (determined on a “more likely than not” (or higher level of confidence) basis). Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent Purchaser shall prepare and timely file, or cause to be prepared and timely filed, file all Tax Returns with respect to the Business and the Purchased Assets and the NFP other than Income those Tax Returns described in (i),(ii) and (iii) of the previous sentence, including Tax Returns for any Tax period beginning before and ending after the Company required Closing Date (a “Straddle Period”). With respect to be filed after Tax Returns pertaining to any Straddle Period, (i) Purchaser shall provide such Tax Returns to the Seller in advance of such filing allowing reasonable time for Seller’s review and incorporate such reasonable comments as Seller may provide with respect to the portion of such Straddle Period ending on the Closing Date, and shall timely remit(ii) Seller shall, no later than five Business Days after Purchaser notifies the Seller of the amount of Taxes that are due and payable with such Tax Returns and which are attributable to that portion of such Straddle Period ending on and including the Closing Date (as determined pursuant to Section 6.4(c) below), pay such amount to Purchaser. (c) In the case of any Straddle Period, the amount of any Taxes of the NFP based on or measured by income, receipts, sales, use, or cause to be timely remitted, payroll for the portion of the Straddle Period that relates to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date. Any other Taxes, including, without limitation, property, ad valorem Taxes, and similar Taxes pursuant imposed on a periodic basis attributable to Section 4. To the Purchased Assets or the Business of NFP for any Straddle Period will be pro-rated and allocated between the applicable Company Party and Purchaser based upon the total amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, with the applicable Seller responsible for those allocable to the period prior to and including the Closing Date and Purchaser responsible for those allocable to the period after the Closing Date. (d) Any Party who receives any notice of a pending or threatened proceeding, assessment, or adjustment against or with respect to any Company Party with respect to Taxes that may give rise to liability of another Party hereto, shall promptly notify such other Party; provided that any failure to notify the other Party shall not affect any indemnification obligations of Seller under this Agreement, except to the extent the other Party is actually and materially prejudiced by such failure. The Parties each agree to consult with and to keep the other Parties hereto informed on a regular basis regarding the status of any Tax proceeding to the extent that such proceeding could affect a liability of such other Parties (including indemnity obligations hereunder). Representative shall have the right to control, in good faith, the conduct of a Tax proceeding relating solely to a Tax period ending on or before the Closing Date (which shall not, for the avoidance of doubt, include a Straddle Period) (a “Pre-Closing Tax Claim”); provided, that (i) Representative shall keep Purchaser informed regarding the progress and substantive aspects of Pre-Closing Tax Claim, (ii) Purchaser shall be entitled at its expense to participate in any such Pre-Closing Tax Claim, and (iii) Representative shall not compromise or settle any such Pre-Closing Tax Claim without obtaining Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If Representative does not elect to control or does not control in good faith the conduct of an audit or other Tax proceeding of a Pre-Closing Tax Period no later than ten (10) business days following receipt by Representative of notice of such Pre-Closing Tax Claim, then Purchaser shall control such proceeding. Purchaser shall control the conduct of all stages of all other pending or threatened proceedings, assessments or adjustments with respect to Taxes against , involving or otherwise attributable to the Purchased Assets, the Business or the NFP ; provided, that, with respect to any such Tax Returns include proceeding, assessment or adjustment that includes any Pre-Closing Tax Period, (i) Purchaser shall keep Representative reasonably informed regarding the progress and substantive aspects of any such Tax Returns shall be prepared consistent audit or proceeding (including providing copies of all written communication with the past practices of the Companyany Taxing Authority), as applicable, in all material respects, except as otherwise required by applicable law and (ii) Seller shall be entitled at their expense to participate in any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Returnaudit or proceeding, and Parent (iii) Purchaser shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfernot resolve, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute compromise or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver settle any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, audit or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, proceeding without the prior written consent of the Stockholders’ AgentRepresentative, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contraryextent the resolution, Parent and compromise or settlement would or could reasonably be expected to give rise to an indemnity obligation of the Company shall not file Seller under this Agreement. (e) Any Tax refund or credit (including any IRS Form 1099-K interest actually paid or credited by the relevant Governmental Authority) received by the NFP, Purchaser or any of their Affiliates for any Pre-Closing Tax Period Periods related to Taxes actually paid by the NFP on or before the Closing Date (or actually paid pursuant to an indemnity obligation with respect to such Taxes under this Agreement (a “Tax Refund”)) shall be transferred to the Seller within ten (10) days after receipt of such Tax Refund. Purchaser shall cooperate with Representative in obtaining such refunds or credits, including through the filing of amended Tax Returns or refund claims, as requested by the Seller. To the maximum extent permitted by law, any such Tax Refunds will be claimed in cash rather than as a credit against future Tax liabilities. (f) Without the prior written consent of Seller, none of the NFP, Purchaser or any of their Affiliates shall amend any tax return, enter into any closing agreement, initiate any voluntary disclosure agreement with any Taxing authority, settle any Tax claim or assessment relating to the NFP, extend or waive the limitation period applicable to any Tax claim or assessment, surrender any right to claim a refund for Taxes, or take any other similar action, or omit to take any action relating to the filing of any Tax Return or the payment of any Tax, if such action or omission would or could reasonably be expected to give rise to an indemnity obligation of the Seller under this Agreement, unless Purchaser agrees to waive such filing is required by a Governmental Body in connection with a Tax Contestindemnification obligation.

Tax Matters. (a) Parent shall prepareAll Transfer Taxes, if any, arising out of or cause to be prepared, and shall timely file, or cause to be timely filed, all income Tax Returns for the Company that are required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with the consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne shared equally by the IndemnitorsPurchaser and Seller. The party Party required by law to file Law to file a Tax Return related to Transfer Taxes in connection with any transaction or action contemplated by this Agreement will do so within the time period required by Law and inform the other Party of its share and provide a copy of the return, but will first use commercially reasonable efforts to provide such Tax Returns to the other Party at least ten (10) Business Days prior to the date such Tax Returns are due to be filed and the Parties will work in good faith to resolve any disagreement with respect to such Transfer Tax Returns. (b) All real property Taxes, personal property Taxes and similar obligations of any Acquired Company imposed by any Governmental Authority that are due or become due for Tax periods within which the Closing Date occurs shall do so in be apportioned between Seller for the time and manner prescribed by lawpre-Closing Date period (which shall include the Closing Date), on the one hand, and the nonapplicable Acquired Company for the post-filing party Closing Date period, on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after the Closing Date, and any income Taxes imposed on any Acquired Company shall promptly reimburse be allocated between the filing party pre-Closing Date period and the post-Closing Date period as though a taxable year of the applicable Acquired Company has ended on (and includes) the Closing Date (collectively, the “Apportioned Obligations”). (c) Seller shall be responsible for its share the portion of any Transfer Taxes upon receipt of evidence reasonably satisfactory such Apportioned Obligations attributable to the non-filing party period ending on (and including) the Closing Date. The Target Company (or the applicable Acquired Companies) shall be responsible for the portion of such Apportioned Obligations attributable to the period beginning after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of the amount of any Acquired Company pursuant to the preceding sentence shall be paid by such Transfer TaxesAcquired Company. (d) The If any refund, rebate or similar payment is received by any Acquired Company for any real property Taxes, personal property Taxes or similar obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and the Indemnitors on one hand, and Parent applicable Acquired Company as aforesaid on the otherbasis of the obligations of the Acquired Companies during the applicable Tax period. Any refund, rebate or similar payment received by any Acquired Company for any income Tax or Transfer Tax (other than Transfer Taxes governed under Section 5.08(a)) attributable to the pre-Closing Date period, as determined above, shall cooperate fullybe for the benefit of Seller; and any such refund, rebate or similar payment attributable to the post-Closing Date period, as and to determined above, shall be for the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense benefit of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governapplicable Acquired Company. (e) Parent shall not amend For any Taxes with respect to which the taxable period (or portion thereof) of the applicable Acquired Company ends on or before the Closing Date, Seller shall, at its sole cost and expense, timely prepare and file with the appropriate authorities all Tax Returns required to be filed by the applicable Acquired Company, and pay or cause to be amended any paid all Taxes shown to be due thereon. After the Closing Date, each Acquired Company shall, at its sole cost and expense, timely prepare and file, or cause to be timely prepared and filed, with the appropriate authorities all other Tax Return Returns required to be filed by such Acquired Company, and pay all Taxes shown to be due thereon. (f) Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate, in preparing and filing all Tax Returns of each Acquired Company, including maintaining and making available to each other all records that are necessary for the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion preparation of any Tax Return for a Returns that the Party is required to file under this Section 5.08, and in resolving all Actions or Proceedings, and audits or examinations with respect to such Tax period that includes but does not end on Returns. (g) Notwithstanding the Closing Date that relates to foregoing, the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase provisions of Taxes of this Section 5.08 shall be subject to, and the Indemnitors or for which Parent is indemnified Seller’s rights pursuant to this AgreementSection 5.08 shall be limited to the extent inconsistent with, without the written consent terms of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent Tax Equity Documents and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contestrights of the parties thereunder.

Tax Matters. (a) Parent Except as otherwise provided in this Section 5.04, it is expressly understood and agreed that the CS Parties shall preparebe liable for all Taxes (as defined in Section 2.23) for any taxable period or portion thereof ending on or before the Applicable Closing Date. For any period for which the applicable law does not permit the Purchased Businesses to treat the Applicable Closing Date as the last day of a taxable period (a "Straddle Period"), or cause then, for purposes of this Agreement, any Taxes that are attributable to any of the Purchased Businesses through the Applicable Closing Date shall be the Tax that would otherwise be due as if the Applicable Closing Date was the last day of a taxable period, except that in the case of Taxes such as property taxes that are imposed on a periodic basis (which, for the avoidance of doubt, shall in no event include income taxes), and measured by the level of any item (other than an item that is required to be prepareddetermined as of the Applicable Closing Date or which is clearly determinable as of the Applicable Closing Date), the Taxes attributable to the Purchased Businesses through the Applicable Closing Date shall be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the period ending with the Applicable Closing Date and the denominator of which is the number of calendar days in the entire period. The KO Buyers shall timely filebe responsible for Taxes solely attributable to any transactions occurring on the Applicable Closing Date but after the Applicable Closing that are not in the ordinary course of business consistent with past practice. Notwithstanding the foregoing sentence, for purposes of this Section 5.04, any Tax that arises after the Applicable Closing (whether or cause not on the Applicable Closing Date) and that would not have been incurred but for the existence of a potential liability for Tax arising from the use of any form of group transaction relief as described in Section 2.23(b)(xii) that existed on or before the Applicable Closing Date (whether or not disclosed on Schedule 2.23) shall be deemed to be timely filed, Tax for a taxable period or portion thereof ending on or before the Applicable Closing Date. (b) The CS Parties shall be responsible for causing the Purchased Businesses to file all income Tax Returns for the Company that taxable periods of the Purchased Businesses ending on or before the Applicable Closing Date and which are due (excluding extensions) before the Applicable Closing Date and for making any required payments with respect to such returns. In preparing and filing such Tax Returns of the Purchased Businesses the CS Parties shall not materially deviate from the manner in which any item of income or expense of any of the Purchased Businesses was reported in prior years, except as required by law. (c) The KO Buyers shall be responsible for filing or causing the Purchased Businesses to file all Tax Returns not required to be filed after by the Closing Date CS Parties pursuant to Section 5.04(b), and for making or causing the Purchased Businesses to make any required payments with respect to such returns. In preparing and filing income Tax Returns of the Purchased Businesses for any Straddle Period, the KO Buyers shall not materially deviate from the manner in which any item of income or expense of any of the Purchased Businesses was reported in prior years, except as required by law. The KO Buyers shall provide the CS Parties with a draft of the Tax period ending Return for any Straddle Periods of the Purchased Businesses together with a statement (with which the KO Buyers will make available supporting schedules and information) certifying the amount of Tax shown on or prior such Tax Return that is allocable to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided CS Parties pursuant to the Stockholders’ Agent for its review and comment Section 5.04(a) hereof at least fifteen (15) ten business days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10including any extension thereof) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices filing of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent CS Parties shall have the right to participate review such Tax Return and statement prior to the filing of such Tax Return. The CS Parties and the KO Buyers agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of any such Tax Return and statement by the CS Parties. Payment by the CS Parties of any amounts due under this Section 5.04 in respect of Taxes shall be made (i) with respect to Straddle Period Taxes, at its own expense in any proceedingleast three calendar days before the due date of the applicable estimated or final Tax Return required to be filed by the Purchased Business on which is required to be reported income or other amounts for a Straddle Period, or portion thereof(ii) with respect to all other Taxes, relating to within five business days following either an agreement between the Company CS Parties and the KO Buyers that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent amount is indemnified payable pursuant to this Agreement, without Section 5.04 or the written consent assessment of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contestan applicable taxing authority.

Tax Matters. (a) Parent The Shareholders or the Shareholder Representative shall prepare, or cause to be prepared, and file, or cause to be timely filed, all Tax Returns of the Target Companies for all tax periods ending on or prior to the Closing Date (a “Pre-Closing Period”) that are required to be filed before the Closing Date and shall pay all Taxes due with respect to the Company and its Subsidiaries, or as to which the Company and its Subsidiaries are otherwise liable, for such Pre-Closing Period Tax Returns (except to the extent such Taxes were taken into account in calculating the Net Working Capital). Parent and Surviving Corporation shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all income other Tax Returns of the Target Companies, including for all taxable periods beginning prior to the Closing Date and ending after the Closing Date (a “Straddle Period”), and shall pay all Taxes with respect thereto. Tax returns for any Pre-Closing or Straddle Period shall be prepared in a manner consistent with past practice. (b) Where applicable Law does not permit the parties to elect to treat a Straddle Period as a short taxable period ending as of the close of business on the Closing Date, then, for purposes of this Agreement, the taxable income of the Target Companies for the Company entire taxable period shall be allocated between the Pre-Closing Period and the remainder of the taxable period using an interim-closing-of-the-books method, assuming that are required such taxable period ended at the close of business on the Closing Date and treating such period as a Pre-Closing Period for purposes of this Agreement, except that exemptions, allowances and deductions calculated on an annual basis shall be apportioned on a per diem basis. (c) From and after the Effective Time, each of Parent, the Surviving Corporation and the Ordinary Shareholders shall cooperate fully with each other in connection with the preparation of any Tax Return or any Tax audit or other judicial or administrative proceeding relating to any Tax (a “Tax Claim”), and each will retain and provide the other with any records or information that may be relevant to such Tax Return or Tax Claim. The party requesting assistance hereunder shall reimburse the other for reasonable direct expenses incurred in providing such assistance. The Shareholder Representative shall have the right to review any Tax Return for any Pre-Closing Period or Straddle Period to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, filing of such return and Parent shall consider make any reasonable changes to such return requested by the Shareholder Representative. The Shareholder Representative and the Buyer Parties agree to consult and resolve in good faith such revisions any issue arising as are reasonably requested by the Stockholders’ Agent within ten (10) days a result of the Stockholders’ Agent’s receipt review of such Income Pre-Closing or Straddle Period Tax ReturnsReturn and to mutually consent to the filing of such return as promptly as possible. Parent With respect to any Tax Claim relating to a Pre-Closing Period, the Shareholder Representative shall timely filesolely at its own cost and expense control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or cause to be timely filedforego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such Income refund suits or contest the Tax Returns as prepared by ParentClaim in any permissible manner. Parent shall timely remitIn the event the Shareholder Representative is directly or indirectly conducting the defense against any such Tax Claim, or cause to be timely remittedit will keep the Buyer Parties reasonable informed of progress of the defense of such Tax Claim and, to the appropriate Governmental Body all Taxes reflected extent such Tax Claim could have a Material Adverse Effect on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the a Target Company required to be filed in a period beginning after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreementnot, without the prior written consent of the Stockholders’ Agent, such consent Buyer Parties (not to be unreasonably withheld, conditioned delayed or delayed. For the avoidance of doubtconditioned), notwithstanding anything in this Agreement settle or compromise any such Tax Claim or consent to the contrary, Parent entry of any judgment in respect to such Tax Claim. The Shareholder Representative and the Buyer Parties shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of a Target Company for a Straddle Period, and shall not file bear their own respective costs and expenses. Neither the Shareholder Representative nor any IRS Form 1099-K for Buyer Party shall settle any Tax Claim relating to a Straddle Period without the prior written consent of the other. (d) Any Tax refunds that are received by any Target Company relating to a Pre-Closing Tax Period unless or the portion of the Straddle Period ending on the Closing Date (except to the extent such filing is required refunds were taken into account in calculating the Net Working Capital) shall be for the account of the Ordinary Shareholders and the Surviving Corporation shall pay over to the Ordinary Shareholders any such refunds within fifteen (15) days after receipt by a Governmental Body in connection with a Tax Contestsuch Target Company.

Tax Matters. (a) Parent Seller shall prepare, prepare and cause to be prepared and file or cause to be prepared, and shall timely file, or cause to be timely filed, filed all income Tax Returns for the Company and each Company Subsidiary that are required due to be filed after on or before the Closing Date Date. (b) Purchaser shall prepare and cause to be prepared and file or cause to be filed all Tax Returns for any Tax period the Company and each Company Subsidiary for all periods ending on or prior to the Closing Date (that are due to be filed after the “Income Tax Returns”)Closing Date. All Income Except as required by applicable law, such Tax Returns shall be prepared in accordance with applicable law. Each Income past practice of the Company and, to the extent that Seller would have an indemnification obligation pursuant to Section 9.1 of this Agreement with respect to amounts reported on such Tax Return Returns, such Tax Returns shall be provided subject to Seller's approval (which shall not be unreasonably withheld or delayed) and shall be delivered to the Stockholders’ Agent for its review and comment Seller at least fifteen thirty (1530) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10or if less than thirty (30) days remain before filing is due, one-third (1/3) of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, days remaining between Closing and the filing due date to the appropriate Governmental Body all Taxes reflected on all Income extent feasible) for review and approval. Except as required by applicable law, for the period described in Section 9.3 hereof, Purchaser shall not file an amended Tax Returns, subject Return related to its right to be indemnified for any Pre-Closing Taxes pursuant to Section 4Taxable Period without the Seller’s approval (which approval shall not be unreasonably withheld or delayed). (bc) Parent Purchaser shall prepare and timely file, or cause to be prepared and timely filed, file or cause to be filed all Tax Returns other than Income Tax Returns for the Company required to be filed and each Company Subsidiary for all periods beginning before the Closing Date and ending after the Closing Date, and shall timely remit, or cause . To the extent that Seller would have an indemnification obligation pursuant to be timely remitted, Section 9.1 of this Agreement with respect to the appropriate Governmental Body all Taxes reflected amounts reported on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with subject to the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law Seller's approval (which approval shall not be unreasonably withheld or delayed) and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided delivered to the Stockholders’ Agent for its review and comment Seller at least fifteen thirty (1530) days prior to the due date for (or if less than thirty (30) days remain before the filing such Tax Returnis due, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. one-third (c1/3) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, days remaining between Closing and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory due date to the non-filing party of the amount of such Transfer Taxesextent feasible. (d) The Purchaser shall be responsible for, and shall have sole discretion with respect to, all Tax Returns required to be filed by the Company and each Company Subsidiary with respect to any taxable period that begins after the Indemnitors on one hand, Closing Date. (e) The Purchaser and Parent on the other, shall Seller will cooperate fully, as and to the extent reasonably requested by the other partyparties, in connection with the filing of Tax Returns of the Company and each Company Subsidiary and any audit, examination, claim, dispute litigation or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest other proceeding with respect to an Income Taxes of the Company and each Company Subsidiary. Such cooperation will include the retention and (upon the other party’s request) the provision of records and information reasonably relevant to any such audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause the Company and the Company Subsidiaries to retain all books and records with respect to Tax Return or matters pertinent to the Company and the Company Subsidiaries relating to Pre-any taxable period beginning before the Closing TaxesDate until one (1) year following expiration of the statute of limitations (and, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent notified by the Stockholders are materially prejudiced as a result Purchaser or the Seller, any extensions thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense ) of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governrespective taxable periods. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contest.

Tax Matters. (a) The Company will prepare or cause to be prepared each Tax Return of the Company Group that is required to be filed on or prior to the Closing Date (taking into account any appropriate extensions). Each such Tax Return shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Reasonably in advance of the due date, including extensions, for filing any Tax Return under this Section 5.16(a) (other than Tax Returns relating to sales, use, payroll or other taxes that are required to be filed contemporaneously with, or promptly after, the close of a taxable period, in each case a copy of which shall be provided to the Parent by the Company as soon as reasonably practicable), the Company will deliver a copy of each such Tax Return, together with all supporting documentation and workpapers, to the Parent for its review and reasonable comment. The Parent will provide any reasonable comments to the Company within fifteen (15) days after the receipt of such Tax Return. The Company shall consider in good faith and its sole discretion incorporate or cause to be incorporated any such reasonable comments as are permitted under applicable law. (b) The Parent shall prepare, prepare or cause to be prepared, and shall timely file, file or cause to be timely filed, all income Tax Returns for of the Company that are Group required to be filed after the Closing Date for (taking into account any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”appropriate extensions). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns other than Income Tax Returns for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. To the extent such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transferFor any U.S. federal, salesstate or local or non-U.S. Tax purposes, use, value added, excise, stamp, recording, registration and any similar Taxes that become are payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to any Straddle Period shall be allocated between the portion of such Transfer Taxes shall do so Straddle Period ending at the Determination Time and the portion of such Straddle Period beginning after the Determination Time in the time following manner. For allocations of income or deductions required to determine any income Taxes, sales and manner prescribed use Taxes, payroll Taxes or other transactional Taxes for a Straddle Period, such allocation shall be made by lawmeans of a closing of the books of the Company Group as of the close of business as of the Determination Time. The amount of all Taxes other than income Taxes, sales and use Taxes, payroll Taxes or other transactional Taxes in respect of the Straddle Period shall be allocated between the period ending at the Determination Time and the period beginning immediately after the Determination Time based on the number of days for the portion of the Straddle Period ending on and including the date that includes the Determination Time, on the one hand, and the non-filing party number of days for the portion of the Straddle Period beginning on the day immediately following the date that includes the Determination Time, on the other hand. For purposes of this paragraph, exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall promptly reimburse be apportioned on a daily basis. Any franchise Tax or other Tax providing the filing party right to do business for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory a specified period shall be allocated to the non-filing party of taxable period during which the amount income, operations, assets or capital comprising the base of such Transfer TaxesTax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax. (d) The Company and the Indemnitors on one hand, and Parent on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall govern. (e) Parent shall not amend or cause to be amended any Tax Return of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company each adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. No party shall take any action that is inconsistent with the foregoing. Each of the Parent and the Company will use its commercially reasonable efforts to cause the Merger to qualify, and will not file take or knowingly fail to take (use its commercially reasonable efforts to prevent any IRS Form 1099-K for other Affiliate of such Party from taking or knowingly failing to take) any Pre-Closing Tax Period unless such filing is required by action that could reasonably be expected to prevent the Merger from qualifying as a Governmental Body in connection with a Tax Contest“reorganization” within the meaning of Section 368(a) of the Code.

Tax Matters. (a) Parent At their own expense, the Shareholders shall preparecause the Group's accountants to prepare and the Group to timely file all Group federal tax returns and state tax returns not already filed for all Pre-Closing Periods (the "Final Returns"), or cause to be prepared, and shall timely file, or cause to be timely filed, all income Tax Returns for the Company that are if legally required to be filed after the Closing Date for do so. The Shareholders shall pay any Tax period ending on or prior due and be entitled to any refunds due with respect to the Closing Date (the “Income Tax Final Returns”). All Income Tax The Final Returns shall be prepared in accordance a manner consistent with previously filed Group Returns, and, without limiting the foregoing, the Shareholders shall maintain HCI Holding Co.'s S corporation status for federal and applicable lawstate tax purposes through the Closing Date and on the Final Returns. Each Income Tax Return The Shareholders shall cause a copy of all Final Returns to be provided sent to the Stockholders’ Agent Parent for its review and comment and, if required, appropriate execution, at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4filing thereof. (b) The Shareholders shall, if legally required to do so, pay all Taxes of the Group that may be due after the Closing Date that are allocable to such Shareholders for the period prior to and including the Closing Date. In order appropriately to apportion any of these Taxes relating to a period that includes (but that would not, but for this Section 6.6(b), close on) the Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant Government or Regulatory Authorities to treat for all purposes the Closing Date as the last day of a Tax period of HCI Holding Co. or the Company, and such period shall be treated as a Pre-Closing Period for purposes of this Agreement. In any case where applicable law does not permit HCI Holding Co. or the Company to treat the Closing Date as the last day of a Tax period, then for purposes of this Agreement, the portion of such Taxes that is attributable to the operations of HCI Holding Co. or the Company for the Interim Period shall be (i) in the case of Taxes that are not based on income or gross receipts, the total amount of such Taxes for the period in question multiplied by a fraction, the numerator of which is the number of days in the Interim Period, and the denominator of which is the total number of days in the entire period in question, and (ii) in the case of Taxes that are based on income or gross receipts, the Taxes that would be due with respect to the Interim Period, if such Interim Period were a Tax period. (c) At their own expense, Parent and Acquisition Co. shall prepare and timely file, or cause to be prepared file all Group federal tax returns and timely filed, state tax returns not already filed for all Tax Returns other than Income Tax Returns Post-Closing Periods and for the Company required to be filed after the Closing Date, and shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on such Tax Returns, subject to its right to be indemnified for Interim Periods not otherwise treated as Pre-Closing Taxes Periods pursuant to Section 46.6(b) hereof. Parent and Acquisition Co. shall pay any tax due with respect to Post-Closing Periods. To the extent such Tax Returns include any that Parent and Acquisition Co. are preparing returns for an Interim Period that is not treated as a Pre-Closing Tax PeriodPeriod pursuant to Section 6.6(b) hereof, (i) Parent and Acquisition Co. shall cause a copy of such Tax Returns shall Return to be prepared consistent with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law and (ii) any such Tax Return that reports any Tax for which indemnification is required under this Agreement, along with a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided sent to the Stockholders’ Agent Shareholders for its their review and comment and, if required, appropriate execution at least fifteen (15) days prior to the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxesthereof. (d) The Company and Without the Indemnitors on one handprior written consent of the Shareholders, and neither Parent on the othernor Acquisition Co. shall, shall cooperate fully, as and to the extent reasonably requested by it may affect or relate to HCI Holding Co. or the Company, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment or take or omit to take any other party, in connection with the filing of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent action (including the Company after the Closing Date) of written notice of amending a Tax Return), if any Tax Contest with respect to an Income Tax Return such action or relating to omission would affect a Pre-Closing TaxesTax Period or Interim Period, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Contest concerning an Income Tax Return, the Stockholders’ Agent shall have the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed unless required by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governapplicable law. (e) Parent shall not amend or will cause to be amended all Books and Records of HCI Holding Co., the Company and any Tax Return subsidiary of the Company relating to any period at or prior to the Closing Date, to be preserved for a period of at least seven (or file any new Tax Return7) for any Pre-years after Closing Tax Period and shall make all such Books and Records available (including for copying at the portion of any Tax Return for a Tax period that includes but does not end on the Closing Date that relates Shareholders' expense) to the Pre-Closing Tax PeriodShareholders and their respective representatives from time to time upon reasonable notice and request. (f) if such amendment (or new filing) would result in an increase of Taxes None of the Indemnitors or for which Parent is indemnified pursuant parties to this Agreement, without Agreement shall take any action that would prevent or impede the written consent Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax ContestCode.

Tax Matters. (a) Parent shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all income Tax Returns for the The Company that are required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date (the “Income Tax Returns”). All Income Tax Returns shall be prepared in accordance with applicable law. Each Income Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent within ten (10) days of the Stockholders’ Agent’s receipt of such Income Tax Returns. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns other than Income that are required to be filed by the Company (taking into account any extension properly obtained) on or before the Closing Date (each, a “Company Prepared Return”), and shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. All Company Prepared Returns shall be prepared by treating items on such Tax Returns for in a manner consistent with the past practices of the Company with respect to such items, except as otherwise required by applicable Law. At least 30 days prior to filing any such Tax Return that is an income or other material Tax Return, the Company shall submit a copy of each such Company Prepared Return to Parent for Parent’s review and will consider in good faith all reasonable comments timely received from Parent. (b) Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns of the Company for any Pre-Closing Tax Period or Straddle Period that are required to be filed after the Closing DateDate (each, a “Parent Prepared Return”). All Parent Prepared Returns for taxable periods that end on or before the Closing Date shall be prepared in a manner consistent with the past practice of the Company to the extent consistent with applicable Law. For each Parent Prepared Return that is an income Tax return and reports amounts that would have the effect of reducing the Aggregate Merger Consideration or increasing an amount that the Participating Securityholders would be obligated to indemnify under this Agreement, Parent shall (i) include all Transaction Deductions on the income Tax Return of the Company for the taxable period that includes the Closing Date to the extent permitted by Law based on a “more likely than not” standard (or higher level of authority), and (ii) cause any net operating loss or other Tax attributes of the Company arising in taxable periods ending (or deemed to end) on or prior to the Closing Date to be applied against income of the Company arising in Pre-Closing Tax Periods (including pursuant to a carryback) to the extent permitted by applicable Law based on a “more likely than not” standard (or higher level of authority). At least 30 days prior to filing any such Tax Return that is an income or other material Tax Return, Parent shall submit a copy of each such Parent Prepared Return to the Securityholders’ Representative for its review and will consider in good faith all reasonable comments timely remitreceived from the Securityholders’ Representative. (c) Parent shall have the right to represent the interest of the Company in any and all claims, audits, litigation, investigations, examinations or other proceedings or self-assessments relating in whole or in part to Taxes of the Company (each a “Tax Claim”) and shall have sole discretion with respect to any decisions to be made, or cause the nature of any action to be timely remittedtaken, with respect to each such Tax Claim; provided, that to the appropriate Governmental Body extent the resolution of a Tax Claim would have the effect of reducing the Aggregate Merger Consideration or increasing an amount that the Participating Securityholders would be obligated to indemnify under this Agreement, Parent will (i) keep the Securityholders’ Representative reasonably informed concerning the progress of such Tax Claim, (ii) provide the Securityholders’ Representative copies of all Taxes reflected correspondence and other documents relevant to such Tax Claim, (iii) not settle such Tax Claim without the consent of the Securityholders’ Representative, which consent will not be unreasonably withheld, conditioned or delayed. In addition, the Securityholders’ Representative will have the right to participate (at its own expense, on behalf of the Participating Securityholders) in the defense of any such Tax Claim and to employ (at its own expense, on behalf of the Participating Securityholders) counsel, separate from the counsel employed by Parent, and (iv) provide the Securityholders’ Representative with notice of any written inquiries, audits, examinations or proposed adjustments by any taxing authority that relate to any such Tax Claim promptly following receipt of such notice; provided, that the failure or delay in providing such information will not reduce or affect the obligations of the Participating Securityholders hereunder except to the extent that the Participating Securityholders are actually prejudiced thereby. (d) Parent, the Company, the Surviving Entity and their Affiliates, on the one hand, and the Securityholders’ Representative, on the other hand, shall cooperate in connection with the preparation and filing of Tax Returns, subject and any proceeding, investigation, audit or review by a Governmental Body with respect thereto or to its right to be indemnified Taxes owed by the Company for a Pre-Closing Taxes pursuant Tax Period. Such cooperation shall include the retention and, upon Parent’s request, the provision of records and information that are reasonably relevant to Section 4any such preparation, filing, proceeding, investigation, audit or review and access to employees on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. To Parent and the Company, on the one hand, and the Securityholders’ Representative, on the other hand, agree to (to the extent such applicable) (i) retain all books and records with respect to Tax Returns include matters pertinent to the Company relating to any Pre-Closing Tax Period, (i) such Tax Returns shall be prepared consistent and to abide by all record retention agreements entered into with the past practices of the Company, as applicable, in all material respects, except as otherwise required by applicable law any Governmental Body and (ii) use commercially reasonable efforts to give the other party reasonable written notice prior to destroying or discarding any such Tax Return that reports any Tax for which indemnification is required under this Agreementbooks and records and, along with a statement setting forth if the amount of Taxes for which other party so requests, Parent and the Indemnitors are responsible with respect theretoSecurityholders’ Representative, as the case may be, shall be provided allow the other party to take possession of such books and records; provided, however, neither Parent nor any of its Affiliates (which will include the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to Surviving Entity following the due date for filing such Tax Return, and Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”Closing) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return have any obligations or responsibilities with respect to such Transfer Taxes shall do so matters addressed in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share clause (i) of any Transfer Taxes upon receipt of evidence reasonably satisfactory this sentence (other than with respect to the non-filing party of the amount of such Transfer Taxes. (dagreements entered into with a Governmental Body) beyond those set forth under Parent’s general policy on records retention. The Company and the Indemnitors on one handSecurityholders’ Representative agree to cooperate with Parent and provide any relevant information in such party’s possession requested by Parent that is reasonably necessary for Parent to determine the limitations, and Parent if any, on the otherCompany’s Tax loss carryforwards under Sections 382, shall cooperate fully, as 383 and 384 of the Code or any similar provision of Law of any other jurisdiction applicable to the extent reasonably requested by Company. Despite the foregoing or any other partyprovision herein to the contrary, in connection with no event shall the filing Securityholders’ Representative be entitled to review or otherwise have access to any Tax Return, or information related thereto, of Parent or its Affiliates (other than income Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after for taxable periods ending on or prior to the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, provided, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof). Notwithstanding anything to the contrary in this Agreement, in the case of Securityholders’ Representative shall have no obligation to prepare or file any Tax Contest concerning an Income Tax ReturnReturns of the Company, the Stockholders’ Agent shall have First Step Surviving Corporation or the right, at the expense of the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests of the Company in such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governSurviving Entity. (e) Parent shall be responsible for all transfer, stamp, documentary, registration, sales, use, value-added and other similar Taxes (including, without limitation, applicable real estate transfer Taxes and charges for or in connection with the recording of any instrument or document as provided in this Agreement) payable in connection with the execution and delivery of this Agreement, the consummation of the Closing and the Mergers (“Transfer Taxes”). Parent shall file any necessary Tax Returns and other documentation with respect to Transfer Taxes and, if required by an applicable Law, the holders of Company Securities, the Company or Parent, as the case may be, shall join in the execution of such Tax Returns and documentation. (f) Except as otherwise required by applicable Law, Parent and the Surviving Entity will not (and will not permit their respective Affiliates to) (i) except for Tax Returns prepared and filed in accordance with Section 5.6(b), amend or cause to be amended any previously filed Tax Return Returns of the Company (or file any new Tax Return) for any Pre-Closing Tax Period (including the portion of with respect to any Tax Return for a Tax period that includes but does not end ending on or before the Closing Date that relates Date, (ii) make or change any Tax election with respect to the Company with retroactive effect to the Pre-Closing Tax Period, including any elections under Sections 336 and 338 of the Code, or (iii) if such amendment (make a voluntary disclosure to, or new filing) would result in an increase of enter into a voluntary disclosure agreement or similar agreement with, any taxing authority regarding Taxes of the Indemnitors Company with respect to any tax period ending on or for which Parent is indemnified pursuant to this Agreementbefore the Closing Date, without in each such case, except (A) with the prior written consent of the StockholdersSecurityholders’ Agent, such consent Representative (which will not to be unreasonably withheld, conditioned delayed, or delayed. For conditioned), or (B) if such action could not reasonably be expected to reduce the avoidance of doubt, notwithstanding anything in consideration payable to the Participating Securityholder pursuant to this Agreement to the contrary, Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contestor otherwise.

Tax Matters. (a) Parent The Company shall prepareprepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns in respect of the Company or any of its Subsidiaries that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be preparedpaid, all Taxes of the Company and its Subsidiaries due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company and its Subsidiaries, as applicable, with respect to such items, except as required by applicable Law. Parent shall prepare and timely file, or shall cause to be prepared and timely filed, all income Tax Returns for in respect of the Company or any of its Subsidiaries that relate to taxable periods ending on or before the Closing Date but that are required to be filed after the Closing Date for any (each, a “Stub Period Tax period ending on Return”), and (subject to Section 5.16(b) hereof) shall pay, or prior cause to the Closing Date (the “Income be paid, all Taxes due with respect to such Stub Period Tax Returns”). All Income Tax Returns Parent shall be prepared in accordance with applicable law. Each Income deliver a copy of any such Stub Period Tax Return shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days twenty Business Days prior to the due date (taking into account any extension) for filing, and Parent the filing of such Stub Period Tax Returns to Stockholder Representative. All such returns shall consider be prepared in good faith such revisions as are reasonably requested by a manner consistent with the Stockholders’ Agent within ten (10) days past practices of the Stockholders’ Agent’s receipt of such Income Tax ReturnsCompany and its Subsidiaries, as applicable, except as required by applicable Law. Parent shall timely file, or cause to be timely filed, such Income Tax Returns as prepared by Parent. Parent shall timely remit, or cause to be timely remitted, to the appropriate Governmental Body all Taxes reflected on all Income Tax Returns, subject to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4. (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all any Tax Returns other than Income Tax Returns for the Company Return required to be filed after by the Closing Date, Company or its Subsidiaries for a Straddle Period (a “Straddle Period Tax Return”) and (subject to Section 5.16(b) hereof) shall timely remitpay, or cause to be timely remittedpaid, all Taxes due with respect to such Straddle Period Tax Returns. Parent shall deliver a copy of such Straddle Period Tax Return at least twenty Business Days prior to the appropriate Governmental Body all Taxes reflected on due date for the filing of such Straddle Period Tax Returns, subject Return to its right to be indemnified for Pre-Closing Taxes pursuant to Section 4Stockholder Representative. To the extent All such Tax Returns include any Pre-Closing Tax Period, (i) such Tax Returns returns shall be prepared in a manner consistent with the past practices of the CompanyCompany and its Subsidiaries, as applicable, in all material respects, except as otherwise required by applicable law Law. (b) With respect to Taxes of the Company and (ii) any such its Subsidiaries reflected on a Stub Period Tax Return that reports any Tax for which indemnification is required under this Agreement, along with or a statement setting forth the amount of Taxes for which the Indemnitors are responsible with respect thereto, shall be provided to the Stockholders’ Agent for its review and comment at least fifteen (15) days prior to the due date for filing such Straddle Period Tax Return, and Stockholder Representative shall pay to Parent shall consider in good faith such revisions as are reasonably requested by the Stockholders’ Agent. (c) All liability for transfer, sales, use, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne by the Indemnitors. The party required by law to file to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes. (d) The Company and Taxes allocable to the Indemnitors on one hand, and Parent Pre-Closing Tax Period or the portion of the Straddle Period that is deemed to end on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing close of Tax Returns and any audit, examination, claim, dispute or controversy by any Governmental Body relating to Taxes (each a “Tax Contest”). Parent shall notify the Stockholders’ Agent within thirty days after receipt by Parent or any Affiliate of Parent (including the Company after business on the Closing Date) of written notice of any Tax Contest with respect to an Income Tax Return or relating to Pre-Closing Taxes, ; provided, however, that the failure to deliver any such notice within thirty days will not relieve the Indemnitors of their obligations under this Agreement, except to the extent the Stockholders are materially prejudiced as a result thereof. Notwithstanding notwithstanding anything to the contrary in this Agreement, Stockholder Representative shall have no responsibility, liability or obligation to Parent or the Company pursuant to this Section 5.16, Article VII or otherwise for any Taxes of the Company arising from or attributable to the Upfront Payment or the Monthly Payments, except for interest, penalties and additions to Tax imposed as a result of the Company’s failure to timely pay any such Taxes that are due and payable on or prior to the Closing Date. The portion of any Tax that is allocable to the taxable period that is deemed to end on the Closing Date will be: (i) in the case of any Tax Contest concerning an Income Tax ReturnProperty Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the Stockholders’ Agent shall have numerator of which is the rightnumber of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, at and (ii) in the expense case of all other Taxes, determined as though the Indemnitors, using the counsel and representatives of the Stockholders’ Agent’s choice, to represent the interests taxable year of the Company terminated at the close of business on the Closing Date (except that amortization or depreciation deductions, other than for property place in service after the Closing), shall be allocated on a daily basis); Stockholder Representative shall make such payment at least two Business Days before payment of Taxes (including estimated Taxes) is due to the Taxing Authority. (c) Parent and Stockholder Representative agree to furnish or cause to be furnished to the other, upon reasonable request, as promptly as practicable, such information and assistance relating to Taxes, including, without limitation, access to books and records, as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Each of Parent and Stockholder Representative shall retain all books and records with respect to Taxes for a period of at least seven (7) years following the Closing Date. (d) Parent, the Company and its Subsidiaries, on the one hand, and Stockholder Representative, on the other hand, shall promptly notify each other upon receipt by such party of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Any failure to so notify the other party of any Tax Matter shall not relieve such other party of any liability with respect to such Tax Contest and control the conduct of such Tax Contest, provided, however, Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating Matters except to the Company that the Stockholders’ Agent controls. All other Tax Contests shall be governed by Section 4.5. In the event of any inconsistency between this Section 5.3 and Section 4.5, this Section 5.3 shall governextent such party was actually prejudiced as a result thereof. (e) Parent shall not amend have control of the conduct of all Tax Matters, including any settlement or cause to be amended compromise thereof, provided, however, that Parent shall keep Stockholder Representative reasonably informed of the progress of any Tax Return Matter and shall consider in good faith any reasonable comments or suggestions offered by the Stockholder Representative. (f) Stockholder Representative, on behalf of the Escrow Participants, shall be entitled to the amount of any refund or credit for the overpayment of Taxes of the Company (or file any new Tax Return) for any and its Subsidiaries with respect to a Pre-Closing Tax Period (to the extent such Taxes were paid by the Company or its Subsidiaries prior to the Closing or by an Escrow Participant after the Closing) which refund or credit is actually recognized by Parent or its Subsidiaries (including the portion Company and its Subsidiaries) after the Closing by the receipt of cash or the reduction of Taxes that otherwise would have been paid in cash, net of any Tax Return for cost to Parent and its Affiliates attributable to the obtaining and receipt of such refund or credit, except to the extent such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period that includes but does not end on (or portion thereof) beginning after the Closing Date that relates or such refund or credit was included as an asset in the calculation of the Merger Consideration. Parent shall pay, or cause to be paid, to Stockholder Representative any amount to which Stockholder Representative is entitled pursuant to the Pre-Closing Tax Period) if such amendment (or new filing) would result in an increase of Taxes prior sentence within two Business Days of the Indemnitors or for which Parent is indemnified pursuant to this Agreement, without the written consent receipt of the Stockholders’ Agent, such consent not to be unreasonably withheld, conditioned applicable refund or delayed. For recognition of the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, credit by Parent and the Company shall not file any IRS Form 1099-K for any Pre-Closing Tax Period unless such filing is required by a Governmental Body in connection with a Tax Contestor its Subsidiaries.