Common use of Tax Periods Ending on or Before the Closing Date Clause in Contracts

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s Sellers' delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides provide comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s 's delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Surviving Corporation shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for of the Company or any Subsidiary for all taxable periods through and including ending on or before the Closing Date which (“Pre-Closing Taxable Periods”) that are required to be filed (including giving effect to any applicable extensions) after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof)Date. The Seller Buyer shall permit the Company and the Purchaser Stockholder Representative to review and provide comments, if any, comment on each such Tax Return described in the preceding prior sentence at least thirty (30) Business Days prior to filing. Unless If the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) Stockholder Representative does not provide Buyer with a written description of the Company for filing items in the Tax Returns that it intends to dispute within ten (10) days Business Days following the Seller’s delivery to it of such Tax Return, the Company Stockholder Representative shall be deemed to have accepted and agreed to such Tax Return in the form provided. Buyer, Surviving Corporation and the Purchaser Stockholder Representative agree to consult with each other and to resolve in good faith any timely-raised issue arising as a result of the Stockholder Representative’s review of such Tax Returns to permit the filing of such Tax Returns as promptly as possible. In the event the parties are unable to resolve any dispute within ten (10) Business Days following the delivery of written notice by the Stockholder Representative of such Returndispute, such remaining disputed items shall be submitted to the Independent Accountant for prompt determination in order that such Tax Return may be timely filed. The Seller Independent Accountant shall deliver make a determination with respect to any disputed issue. If the Company promptly after filing each such Return Independent Accountant is unable to make a copy of determination with respect to any disputed issue not later than five (5) Business Days before the filed Return and evidence of its filing. The Seller shall pay due date (including extensions) for the costs and expenses incurred in the preparation and filing of the Tax Returns Return in question, then the Buyer and the Surviving Corporation may file such Tax Return on or before the due date (including extensions) therefor without such costs determination having been made and expenses are due. If without the Company provides comments to consent of the Seller and Stockholder Representative; provided, however, that such Tax Return shall incorporate such changes as have at the end time of such ten (10) day period the Company and the Seller have failed filing been agreed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitratorParties pursuant to this Section 6.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers ------------------------------------------------ and Purchaser shall jointly prepare or cause to be prepared prepared, and file or cause to be filed filed, and negotiate and agreed or caused to be negotiated and agree all Tax Returns for each of the Company Companies for all periods through and including ending on or prior to the Closing Date which Tax Returns shall be prepared in accordance with the past practice and customs of the Companies unless such past practice and customers are filed after clearly erroneous. Purchaser shall cause each of the Closing Date Companies to sign any claim or election relating to any such Tax Return as soon as practicable jointly agreed by Purchaser and prior to the date due (including any proper extensions thereof)Seller. The Seller and Purchaser shall permit use all reasonable endeavors to agree on the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing form of the Tax Returns on to be submitted to the relevant tax authority and both parties agree that such agreement or before the date such costs and expenses are dueconsent shall not be unreasonably withheld or delayed. If the Company provides comments Seller and Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Companies which are resident in the United Kingdom for tax purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and at Purchaser regarding the end negotiation and/or agreement of any Tax Return, such ten (10) day period dispute shall be settled in the Company and the same manner as that set out in this clause. Seller have failed shall pay to reach written agreement with respect Purchaser all Taxes shown to all of be due on such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) Tax Returns within 15 days after its acceptance receipt of its appointment as arbitrator, the arbitrator shall render an opinion as a xxxx from Purchaser for such Taxes to the disputed items. The determination extent such Taxes are not reflected in the reserve for Tax Liability shown on the Balance Sheet of the arbitrator shall be conclusive Companies at and binding upon for the parties. fiscal year ended December 31, 1998 as adjusted for operations and transactions in the Company ordinary course of business through the Closing Date in accordance with the past practice and the Seller (as a group) shall each pay one half custom of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitratorCompanies.

Tax Periods Ending on or Before the Closing Date. The Seller Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and any of its Subsidiaries for all periods through and including ending on or prior to the Closing Date which that are filed after the Closing Date as soon as practicable and prior Date, other than income Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of Venturi or Seller will include the date due (including operations of the Company or any proper extensions thereof)of its Subsidiaries. The Seller Buyer shall permit the Company and the Purchaser Venturi to review and provide comments, if any, comment on each such Tax Return described in the preceding sentence prior to filing. Unless the Purchaser Buyer and the Company provides comments Venturi also agree that any Tax Returns related to the Seller, SUI Taxes and Unclaimed Property Taxes shall be prepared by Venturi and shall be submitted to Buyer for its review and comment prior to filing. In the Company event that Buyer and Venturi shall deliver be unable to agree as to the proper reporting of any item on any Tax Return described in this paragraph (i), Buyer and Venturi shall submit such disagreement to a mutually-agreed upon public accounting firm whose decision as to the proper reporting of such item shall be binding on both Buyer and Venturi. The costs of such firm shall be shared equally by Buyer and Venturi. Venturi or Seller each such Return signed shall pay to or as directed by the appropriate officer(s) Buyer Taxes of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of or any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement Subsidiaries with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty periods at least five (305) days after its acceptance prior to the date on which such Taxes are required to be paid (or, if such Taxes are then past due, immediately upon demand of its appointment as arbitratorBuyer) to the extent such Taxes are not reflected in the reserve for Tax liability (excluding any reserves for deferred taxes), if any, shown on the arbitrator shall render an opinion Closing Date Balance Sheet, provided that all determinations as to the disputed items. The determination sufficiency of the arbitrator shall reserve for Tax liability will be conclusive made in the aggregate and binding upon the parties. the Company and the Seller (not as to whether a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitratorreserve was established for a particular Tax.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s Sellers' delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are to filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have has failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. To the extent such Taxes are not fully reserved for in the Company’s Final Financial Statements (as defined in Section 11), the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes prior to filing of the Return. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration the Arbiter (as defined in Section 11.02(b)) for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitratorArbiter, the arbitrator Arbiter shall render an opinion as to the disputed items. The determination of the arbitrator Arbiter shall be conclusive and binding upon the parties. the The SPA Executed.doc Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitratorArbiter. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitratorArbiter.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of either of the Company Companies for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have has failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. The Company filing the Company Return and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all Tax periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Purchaser shall provide the Sellers access to all books and records of the Company necessary to prepare such Tax Returns. The Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return Tax Returns described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten twenty (1020) days following the Seller’s Sellers’ delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. due If the Company provides comments to the Seller Sellers and at the end of such ten twenty (1020) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days days, but in no event after the due date of the Tax Returns, after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator. If the parties or the arbitrator have not resolved the dispute by the due date of the Tax Returns, the Sellers shall have the option to file such Returns, in the form prepared by Sellers, so as to avoid the late filing of such Returns; provided, however, following the filing of the Tax Returns, if such arbitrator determines that the Tax Returns were incorrect, the Sellers shall amend such Tax Returns at their own expense.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are to be filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers’ Representative shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, all income Tax Returns for (including U.S. federal Form 1065 and related state and local Tax Returns) of, for, or including the Company and each Subsidiary for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof)Date. The Seller Sellers’ Representative shall permit the Company and the Purchaser Buyer to review and provide comments, if any, comment on each such Tax Return described in the preceding sentence prior to filingfiling and each such Tax Return shall be filed only with the consent of the Buyer, such consent not to be unreasonably withheld or delayed. Unless The Sellers will be responsible for any and all liability with respect to such Tax Returns and, upon request from the Purchaser and Buyer, shall provide reasonable assurances that such liability has been satisfied in a timely manner. For the Company provides comments to the Selleravoidance of doubt, the Company Buyer or its successor shall deliver prepare, or cause to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery be prepared, and file, or cause to be filed, all Tax Returns of, for, or including the Company and each Subsidiary for all periods ending on or prior to the Purchaser Closing Date other than those Tax Returns for which the Sellers’ Representative is responsible pursuant to the first sentence of this Section 6.2(a); provided, that Buyer shall prepare all Tax Returns for periods ending on or prior to the Closing Date in a manner consistent with the Company’s past practice to the extent consistent with applicable law; provided further, that in the event any such Return. The Seller Tax Return reflects an amount due and owing for which the Beneficial Sellers may have an indemnification obligation pursuant to Section 9.2 hereof, Buyer shall deliver permit the Sellers’ Representative to review and comment any such Tax Return and such Tax Return shall be filed only with the Company promptly after filing each such Return a copy consent of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on Sellers’ Representative, such consent not to be unreasonably withheld or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitratordelayed.

Tax Periods Ending on or Before the Closing Date. The Seller H/Cell shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company PVBJ for all 2017 periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller H/Cell shall permit the Company and the Purchaser Seller to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company Seller provides comments to the Sellercomments, the Company PVBJ shall deliver to the Seller H/Cell each such Return signed by the appropriate officer(s) of the Company for filing PVBJ, and H/Cell shall file and shall discharge any and all tax liabilities related to each such Return within ten fifteen (1015) calendar days following the SellerPVBJ’s delivery to the Company and the Purchaser H/Cell of any such Return. The Seller H/Cell shall deliver to the Company Seller promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller H/Cell shall pay the be responsible for all costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are dueReturns. If the Company Seller provides comments to the Seller and H/Cell at the end of such ten fifteen (1015) calendar day period the Company and the Seller and H/Cell have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) calendar days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company Seller and the Seller (as a group) H/Cell shall each pay one half of the fees, costs and expenses of the arbitrator. The ; provided, however, that the prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable including but not limited to income Tax returns for the Affiliated Group of which Seller, Company and prior its Subsidiaries are Members. All such Tax Returns shall be prepared in accordance with past practice to the date due extent allowable by law insofar as they relate to the Company (subject to effects thereon from the transactions contemplated by this Agreement, including adjustments to the basis of assets in connection with worthless stock deductions). Seller shall provide Buyer with at least 15 days to review and comment on any proper extensions thereofsuch income Tax Returns prepared by Seller (which in the case of consolidated returns shall only apply to the pro-forma portion thereof that relates to the Company and its Subsidiaries) and shall discuss any disagreements with Buyer in good faith. If Seller then files the income Tax Return without accepting one or more comments from Buyer, Buyer shall have up to 30 days after it becomes aware of such filing to submit a formal objection and request for arbitration under Section 9.11 below (in which case the arbitration shall address only the disputed income Tax position and whether such position violates this Agreement, as neither the Seller nor the arbitrator shall have the right to dictate any revision or amendment to any Tax Return). The Seller shall permit the Company be responsible for all Taxes due and the Purchaser to review and provide comments, if any, payable for periods ending on each such Return described in the preceding sentence or prior to filing. Unless the Purchaser Closing Date and shall receive all refunds (including interest and, for the Company provides comments avoidance of doubt, refunds resulting from or related to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred worthless stock deductions that apply in connection with the arbitration transactions contemplated by this Agreement) due for these periods (and Buyer shall not apply such refunds to offset amounts for any judicial proceedings related thereto as determined other period). Buyer shall execute any such tax returns on behalf of the Company or its Subsidiaries if requested by the arbitratorSeller.

Tax Periods Ending on or Before the Closing Date. The Seller Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Purchaser shall permit the Company and the Purchaser Seller to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and Seller or the Company provides comments to the SellerPurchaser, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the SellerPurchaser’s delivery to the Company and the Purchaser of any such Return. The Seller Purchaser shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Purchaser shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Purchaser and at the end of such ten (10) day period the Company and the Seller have has failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. The Company filing the Company Return and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Tax Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Tax Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s Sellers’ delivery to the Company and the Purchaser of any such Tax Return. The Seller Sellers shall deliver to the Company promptly after filing each such Tax Return a copy of the filed Tax Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may shall be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Companies for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company Companies and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company The Companies shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company Companies for filing within ten (10) days following the Seller’s Sellers’ delivery to the Company Companies and the Purchaser of any such ReturnReturn after having taken into account Purchaser’s comments, if any. The Seller Sellers shall deliver to the Company Companies promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides Companies provide comments to the Seller Sellers and at the end of such ten (10) day period the Company Companies and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company The Companies and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, 039996.0183 NEW YORK 105505 v1 on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of either of the Company Companies for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have has failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. The Company filing the Company Return and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company Pentec, PCM and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company Purchaser, Pentec, or PCM provides comments to the Seller, the Company Pentec or PCM shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company Pentec and PCM for filing within ten (10) days following the Seller’s 's delivery to the Company Pentec, PCM and the Purchaser of any such Return. The Seller shall deliver to the Company Pentec and PCM promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides Pentec or PCM provide comments to the Seller and at the end of such ten (10) day period the Company Pentec, PCM and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company Pentec, PCM and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Companies for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). Such Tax Returns for the Companies shall be filed on a consolidated basis together with MRI and other subsidiaries of MRI. The Seller Sellers shall permit the Company Companies and the Purchaser to review and provide comments, if any, on each the pro forma version of such Return as it relates to each of the Companies (the “Pro Forma Return”) described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company The Companies shall deliver to the Seller Sellers each such Pro Forma Return signed by the appropriate officer(s) of the Company Companies for filing within ten (10) days following the Seller’s Sellers’ delivery to the Company Companies and the Purchaser of any such ReturnPro Forma Return after having taken into account Purchaser’s comments, if any. The Seller Sellers shall deliver to the Company Companies promptly after filing each such Return a copy of the filed Pro Forma Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides Companies provide comments to the Seller Sellers and at the end of such ten (10) day period the Company Companies and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company The Companies and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Companies for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company Companies and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company The Companies shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company Companies for filing within ten (10) days following the Seller’s 's delivery to the Company Companies and the Purchaser of any such ReturnReturn after having taken into account Purchaser's comments, if any. The Seller shall deliver to the Company Companies promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides Companies provide comments to the Seller and at the end of such ten (10) day period the Company Companies and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company The Companies and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.