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

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such Taxes.

Tax Periods Ending on or Before the Closing Date. Sellers (a) At the Seller’s expense the Seller shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of cause the Company and its Subsidiaries payable Subsidiary to be timely and properly included in respect any consolidated, unitary or combined Tax Return of all taxable periods the Seller that will include the operations of the Company and its Subsidiary for any Tax period (or portion thereof) ending on or before prior to the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on with an initial due date after the Closing Date (such portion being referred each, a “Seller Consolidated Return”) and (ii) prepare, or cause to as be prepared, at the Seller’s expense, all stand-alone Income Tax Returns for the Company for any Tax period ending on or prior to the Closing Date with an initial due date after the Closing Date (each, a “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax PeriodReturn”). In The Seller shall timely pay to the case relevant Taxing Governmental Entity any Taxes due with respect to any Seller Consolidated Return. All Pre-Closing Returns and all Seller Consolidated Returns (with respect to the Company) shall be prepared in a manner consistent with past practice of the Company and the Seller in preparing similar Tax Returns, except to the extent otherwise required by applicable Law; provided that no Seller Consolidated Return shall reflect any taxable period election to write down the Seller’s basis in the Company’s assets. (b) The Seller will provide a copy of each Pre-Closing Return to the Purchaser at least thirty (30) days prior to the filing deadline for such Pre-Closing Return for the Purchaser’s review and reasonable comment; provided that includes (but does not end on) if the Seller fails to timely provide any Pre-Closing Date (a “Straddle Period”Return to the Purchaser as required by this Section 8.1(b), the amount of any Taxes attributable to the Purchaser may prepared and file such Pre-Closing Tax Period and attributable to Return at the PostSeller’s expense. The Purchaser shall provide the Seller with any comments on all Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor Returns within fifteen (15) Business Days after days of the Purchaser’s receipt of written request therefor the same; provided, that if no comments are received by the paying Party following Seller from the Purchaser within this timeframe, the Purchaser agrees that the Seller may assume that the Purchaser has no comments and will provide a copy suitable for filing and, not later than five (5) days prior to the due date for payment of Taxes with respect to such TaxesPre-Closing Returns, the Seller shall pay to the Purchaser the amount of any Seller Taxes shown by any Pre-Closing Return to be due. If the Purchaser does provide comments on any Pre-Closing Return delivered to it pursuant to this Section 8.1(b), the Purchaser and the Seller shall negotiate in good faith to resolve any disputes regarding such Pre-Closing Return. If the Purchaser and the Seller are unable to resolve any such dispute at least ten (10) days before the due date for filing of such Pre-Closing Return, such dispute shall be resolved by the Arbitrator in accordance with the procedures set forth in Section 2.3(d); provided that if the Arbitrator has not resolved any such dispute prior to the due date of any Pre-Closing Return, the Purchaser shall be entitled to file such Pre-Closing Return reflecting the Purchaser’s position, and shall file an amendment to such Pre-Closing Return if the Arbitrator determines that such amendment is appropriate. Upon the Purchaser’s receipt of any refund of Taxes with respect to any Pre-Closing Return that were paid by the Company or its Subsidiary on or prior to the Closing Date or by the Seller pursuant to this Agreement, the Purchaser will pay such refund to the Seller within five (5) days of the receipt of such refund, except to the extent such refund was taken into account as a Current Asset in the final determination of Closing Date Working Capital; provided that if any such refund is subsequently disallowed by the relevant Taxing Governmental Entity (a “Disallowed Tax Refund”), the Seller shall pay to the Purchaser an amount equal to such Disallowed Tax Refund within five (5) days of such disallowance. The Seller and the Purchaser shall reasonably and in good faith cooperate regarding the contents and filing of all Pre-Closing Returns. Where the filing of any Pre-Closing Returns will be extended, if the Seller or its Tax Return preparer is unable to execute and file an extension, or if any Taxes are due with such extension, the Seller will provide a completed extension request to the Purchaser at least five (5) days prior to the filing deadline for such request and will pay the Purchaser any amount due with such request at the same time.

Tax Periods Ending on or Before the Closing Date. Sellers Subject to Sections 9.1(a) and (b) below, the Seller shall prepare or cause to be responsible (prepared and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) file or cause to be filed all Tax Returns for the prompt and timely payment and satisfaction of any and Company for all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date andwhich are filed after the Closing Date, including Tax Returns with respect to periods for which a consolidated, unitary or combined Tax Return of the Seller will include the operations of the Company. With respect to the Company, unless consented to by the Purchaser (such consent not to be unreasonably withheld), such Tax Returns shall include no elections that were not made in the last similar Tax Return and shall be prepared in a manner consistent with the last previous similar Tax Return and in compliance with Law, except for changes in the law or applicable regulations. (a) For any Straddle Period such Tax Returns which the Purchaser must execute and file (as defined belowopposed to consolidated, unitary, or combined Tax Returns where the Seller executes and files), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject Seller will provide a copy to the Indemnification Basket or Purchaser at least fifteen (15) days prior to the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) filing deadline for the prompt Purchaser’s review and timely payment reasonable comment. The Purchaser shall provide the Seller with any comments on all such Tax Returns within ten (10) days of the Purchaser’s receipt of the same; provided, that if no comments are received by the Seller from the Purchaser within this timeframe, the Purchaser agrees that the Seller may assume that the Purchaser has no comments and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date will provide a copy suitable for filing and, not later than five (5) days prior to the due date for any Straddle Periodpayment of Taxes with respect to such Tax Returns, the portion thereof commencing from Seller shall pay to the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), Purchaser the amount of any Taxes attributable shown by any such Tax Return to be due. Upon the receipt of any refund with respect to such Tax Returns, the Purchaser will pay any refund to the Pre-Closing Seller within thirty (30) days. The Seller and the Purchaser shall reasonably and in good faith cooperate regarding the contents and filing of all such Tax Period Returns. Where the filing of any such Tax Returns will be extended, if the Seller or its Tax Return preparer is unable to execute and attributable file an extension, or if any Taxes are due with such extension, Seller will provide a completed extension request to Purchaser at least five (5) days prior to the Post-Closing filing deadline for such request and will pay the Purchaser any amount due with such request at the same time. (b) For any Tax Period Returns which are consolidated, unitary, or combined returns where the Seller executes and files, the Seller shall pay any Taxes shown by any such Tax Return to be determined based on an interim closing due. Immediately after filing, the Seller will furnish the Purchaser a complete copy of the books as consolidated, unitary, or combined return, or alternatively a copy of the Closing Date, except that Taxes that are calculated on separate company federal proforma Tax Return of the Company used in the preparation of any such Tax Returns and a periodic or annual basis shall be allocated on a daily basis. To schedule of apportionment factors for each state and any state Tax filing differences of the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of Company included in such TaxesTax Returns.

Tax Periods Ending on or Before the Closing Date. Sellers The Representative, at the expense of the Shareholders and Holdco, shall prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns with respect to Income Taxes of the Acquired Companies for all periods ending prior to the Closing Date which are filed after the Closing Date, provided that such Tax Returns shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes prepared in a manner consistent with the prior practice, methods, and elections of Sellers whenever arisingthe Acquired Companies, except as otherwise required by applicable Law, (ii) Taxes prepared in a manner that any tax deductions arising from the Transaction Expenses (including the Closing Transaction Bonuses) shall be attributable to a Pre-Closing Tax Period, except as otherwise required by applicable Law and (iii) submitted to Buyer for review and approval (such approval not to be unreasonably withheld, delayed or conditioned) not later than thirty (30) days prior to the due date (taking into account applicable extensions) for filing of Company such Tax Returns. Buyer shall have the right to review such Tax Returns, and its Subsidiaries payable Representative shall consider and, if appropriate, incorporate any reasonable comments that the Buyer submits to Representative within thirty (30) days after Xxxxx’s receipt of such Tax Returns from Representative. Any unresolved disputes between Buyer and Representative shall be submitted to the Independent Expert for resolution and the terms of Section 2.4(d) shall apply mutatis mutandis. If Buyer and Representative or the Independent Expert, as applicable, are unable to resolve all disputed items prior to the due date (taking into account any applicable extensions) for the relevant Tax Return, such Tax Return shall be timely filed as prepared by Representative (and reflecting any comments received from Buyer that are not in respect dispute), and following the resolution of all taxable periods disputed items in accordance with the foregoing provisions of this Section 6.7(b), Representative shall file or cause to be filed an amended Tax Return reflecting such resolution, if necessary. The Shareholders (on behalf of Holdco) shall, jointly and severally, be obligated to pay to the Taxing Authorities when due or, if applicable, to Buyer, within ten (10) days following any written demand by Buyer for such payment, with respect to such Tax Returns, an amount equal to the unpaid Taxes shown on such Tax Returns (disregarding for this purpose any Tax payments made after the Closing Dates) to the extent such Taxes were not specifically and expressly included in the calculation of the Final Closing Payment. Except as required by applicable Tax Law, Buyer will not carry back (nor permit the Company or its Affiliates to carry back) to any period ending on or before the Closing Date and, (treating for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (this purpose such portion being referred to date as the “Pre-Closing Tax Period”) and (iiiend of a short taxable year) any and all losses, deductions, or credits giving rise to a refund of Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwisefor such period without Representative’s prior written consent, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 consent shall not be subject to the Indemnification Basket unreasonably withheld, conditioned or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such Taxesdelayed.

Tax Periods Ending on or Before the Closing Date. Sellers shall The Seller will prepare or cause to be responsible (prepared and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) file or cause to be filed all Tax Returns of the Company Group Entities for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on prior to the Closing Date (each such portion being referred to as the period, a “Pre-Closing Tax Period”) that are required to be filed (taking into account all properly obtained extensions) after the Closing Date (each, a “Pre-Closing Tax Return”). For each such Pre-Closing Tax Return, the Seller will permit the Buyer to review and comment on such Pre-Closing Tax Return prior to filing (iiior delivering for filing by the Buyer) and will consider in good faith any and all Taxes revisions to such Tax Returns as are reasonably requested by the Buyer. Without duplication of any Person (other than Company or its Subsidiaries) right to recovery herein, for any such Pre-Closing Tax Returns reporting Taxes imposed on a Company as transferee Group Entity and for which a Company Group Entity is primarily liable under Law, the Seller shall reimburse the Buyer for such Taxes paid by or successor, by contract on behalf of a Company Group Entity reflected on such Pre-Closing Tax Returns. The Seller shall have the right to control and represent the Company Group Entities with respect to any Tax claims or otherwise, which Taxes relate to an event or transaction occurring audits for Tax periods ending on or before the Closing Date. Payments for ; provided, however, that with respect to the Tax Equity Partnerships, Seller shall have such right only to the extent expressly permitted by the Tax Equity Partnership Agreements (subject to the Buyer’s reasonable cooperation and exercising its rights under the Tax Equity Partnership Agreements in favor of the Seller (as such rights pertain to such Tax claims or audits)); provided, further, that with respect to any such Tax claims or audits, (w) the Seller shall keep the Buyer reasonably and timely informed with respect to the commencement, status and nature of any such Tax claim or audit, (x) the Buyer shall have the right to participate in (but not to settle) any such Tax claim or audit at its expense, (y) the Seller shall not settle any such Tax claims or audits without the consent of the Buyer, which Sellers shall be responsible under this Section 9.1 consent shall not be subject unreasonably withheld, conditioned or delayed and (z) the Buyer shall to the Indemnification Basket extent it has the power to do so cause the Company Group Entities to promptly, file any powers of attorney or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic documents required or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor reasonably requested by the paying Party following payment of Seller to allow the Seller to represent the Company Group Entities in such TaxesTax claims or audits.

Tax Periods Ending on or Before the Closing Date. Sellers The Representative shall prepare or cause to be responsible (prepared and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) file or cause to be filed on a timely basis all Tax Returns for the prompt and timely payment and satisfaction of any and Company for all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before are filed after the Closing Date. Payments for The Representative shall permit the Purchaser to review and approve (such approval not to be unreasonably withheld) each such Tax Return described in the preceding sentence prior to filing, which Sellers Tax Returns shall be responsible under delivered to the Purchaser no later than 45 days prior to the due date (including applicable extensions) for each such Tax Return. The Purchaser shall communicate its comments, if any, to any such Tax Return described in the first sentence of this Section 9.1 subsection (d) no later than 30 days after its receipt by Purchaser from the Representative. To the extent permitted by Applicable Law, the Shareholders shall include any income, gain, loss, deduction or other Tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to the Shareholders for such periods. The Shareholders shall reimburse the Purchaser for any Built-In Gain Tax (including any interest, penalties or additions to Tax or additional amounts in respect of the foregoing), within five Business days after the payment by the Company or the Purchaser of such Taxes to the extent such Taxes were not taken into account in the calculation of Net Working Capital. In the event the Shareholders do not reimburse the Purchaser for the amount of the Built-In Gain Tax (including any interest, penalties or additions to Tax or additional amounts in respect of the foregoing) by wire transfer within five Business Days of payment of such Taxes, then the Shareholders shall pay to the Purchaser the amount of such Taxes plus interest for every day that such Taxes have not been paid in full calculated at a rate of 12% per annum based on the amount of such Taxes. Notwithstanding anything in this Agreement to the contrary, this obligation to reimburse the Purchaser of any Built-In Gain Tax (including any interest, penalties or additions to Tax or additional amounts in respect of the foregoing) and any interest on such Taxes pursuant to this subsection shall not be subject to the Indemnification Basket Deductible or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction liability limitation provisions of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such TaxesArticle VIII.

Tax Periods Ending on or Before the Closing Date. Sellers The Securityholder Representative shall prepare or cause to be responsible (prepared and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) file or cause to be filed all Tax Returns of the Company for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before the Closing Date and(“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing Date. The Securityholder Representative shall permit Parent to review and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent to the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) , file any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, Tax Return for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and attributable their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the Postamounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Tax Period Taxable Periods, including Taxes resulting from any Contest. Such payments shall be determined based made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on an interim closing the federal income Tax Return of the books as of Company for the period ending on the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall unless otherwise required to be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible reported pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such Taxesapplicable Law.

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes Buyer shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of Sellers whenever arising, (ii) Taxes of the Company and its Subsidiaries payable in respect of for all taxable periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax PeriodPeriods (each, a “Seller Return”). Each Seller Return shall be prepared in accordance with applicable Laws and past practice and the Final Allocation (to the extent relevant). Buyer shall permit the Seller Representative a reasonable opportunity to review each Seller Return at least thirty (30) days prior to filing and shall consider in good faith all comments reasonably proposed by Seller Representative. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed all Straddle Period Tax Returns of the Company and its Subsidiaries. Such Straddle Period Tax Returns shall be prepared in a manner consistent with past practices and shall be provided to the Seller Representative for review and approval not later than thirty (30) days before the due date for filing such Straddle Period Tax Returns (including extensions). If the Seller Representative does not provide Buyer with a written description of the items in the Straddle Period Tax Returns that it intends to dispute within twenty-one (21) days following the delivery to it of such documents, it shall be deemed to have accepted and agreed to such documents in the form provided. Buyer and the Seller Representative agree to consult with each other and to resolve in good faith any timely-raised issue arising as a result of the review of such Straddle Period Tax Returns to permit the filing of such Straddle Period Tax Returns as promptly as possible. In the event the parties are unable to resolve any dispute within ten (10) days following the delivery of written notice by the Seller Representative of such dispute, the Seller Representative and Buyer shall jointly request the Independent Auditor to resolve any issue in dispute at least five (5) business days before the due date of such Straddle Period Tax Return, in order that such Tax Return may be timely filed. The Independent Auditor shall make a determination with respect to any disputed issue. The Seller Representative (on behalf of the Sellers) and Buyer shall each bear one-half of the Independent Auditor’s fees and expenses, and the determination of the Independent Auditor shall be binding on all parties. (iii) any The Company shall (and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmlesscause the Company to) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), pay the amount of all unpaid Taxes shown to be due on each Seller Return and Straddle Period Tax Return. Within five (5) Business Days following such payment, or five (5) Business Days before the date such Taxes are due (whichever is earlier), Sellers shall pay to Buyer (A) the amount of all unpaid Taxes shown on any Seller Return and (B) the amount of all unpaid Taxes attributable to the Pre-Closing Tax Period and attributable (as determined under Section 9.1(d)) shown on any such Straddle Period Tax Return, in each case except to the Post-Closing Tax Period shall be determined based on an interim closing extent of the books as amount of the Closing Date, except that any Taxes that are calculated on were expressly taken into account as a periodic or annual basis shall be allocated on a daily basis. To Current Liability in the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt calculation of written request therefor by the paying Party following payment of such TaxesNet Working Capital.

Tax Periods Ending on or Before the Closing Date. Sellers Between the date of this Agreement and the Closing Date, the Shareholders shall file, or cause the Companies to file, on a timely basis, all Tax Returns that are required to be responsible filed by the Companies prior to the Closing Date (taking into account any extensions of time to file). Buyer shall prepare and shall jointly timely file, or to cause the Companies to prepare and severally indemnify and hold Companytimely file, its Subsidiaries and Buyer harmless) all Tax Returns for the prompt and timely payment and satisfaction of any and Companies for all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date andthat are required to be filed after the Closing Date; provided, however, that: (A) all such Tax Returns shall be prepared in a manner consistent with the Companies’ prior Tax accounting methods, Tax Returns and Tax-related elections; (B) Buyer shall furnish copies of such Tax Returns (and all associated workpapers) to Shareholders’ Agent for any Straddle Period review by Shareholders’ Agent not less than thirty (30) days prior to filing of such Tax Returns, and provide Shareholders’ Agent with such additional information as defined belowis reasonably requested to verify the accuracy of such Tax Returns; and (C) Buyer shall promptly make such changes to those Tax Returns (before filing if so requested, or if necessary by the filing of amended Tax Returns) as Shareholders’ Agent reasonably requests. Subject to the contest procedures set forth in Section 6(b)(v), the portion thereof ending Shareholders shall pay or cause the Companies to pay all Taxes due and payable on the Closing Date (such portion being referred to as Tax Returns filed under the “Pre-Closing Tax Period”first sentence of this Section 6(b)(i) and (iii) any and shall reimburse Buyer and/or the Companies for all Taxes of any Person (other than Company or its Subsidiaries) imposed the Companies due and payable on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible Tax Returns filed under the second sentence of this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible 6(b)(i) within five (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (155) Business Days after receipt the earlier of (1) payment by Buyer and/or the Companies of such Taxes or (2) delivery of written request therefor by notice of the paying Party following payment amount of such TaxesTaxes by Buyer or the Companies to Shareholders’ Agent, but only to the extent such Taxes are not reflected in as a liability on the face of the Final Closing Balance Sheet.

Tax Periods Ending on or Before the Closing Date. The Sellers shall prepare and file or cause to be responsible (prepared and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) filed all Tax Returns for the prompt Companies and timely payment and satisfaction of any and the Businesses for all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning are filed after the Closing Date andincluding income Tax Returns with respect to periods for which a consolidated, for unitary or combined income Tax Return of all or any Straddle Periodnumber of the Sellers will include the operations of one or more of the Companies and the Businesses; provided, however, with respect to the portion thereof commencing from the day following the Closing Date (such portion being referred UK Companies, this Section 5.2(A) shall apply only with respect to as the “Post-Closing UK corporation Tax Period”)Returns. In the case of any taxable period that includes (but does not end onSubject to Section 5.2(L) the Closing Date (a “Straddle Period”and Section 9.14(C)(vii), the amount Sellers shall pay and be liable for all Taxes of the Companies with respect to such periods or which arise in respect of any Taxes attributable event, action, or transaction which occurred during such periods, or, alternatively with respect to the Pre-Closing Tax Period and attributable UK Companies, shall procure the surrender or transfer to the Post-Closing Tax Period UK Companies for zero consideration of sufficient tax reliefs to discharge such Taxes, provided, further, with respect to the UK Companies any amounts payable by the Sellers under this Section 5.2(A) shall be determined based due and payable to the Purchaser on an interim closing after tax basis. In relation to UK corporation Tax Returns which are relevant for the purposes of this Section 5.2(A), the Sellers shall also have responsibility for the agreement of such Tax Returns at Sellers' expense. Where a liability to Tax arises on the UK Companies under section 179 Taxation of Chargeable Gains Xxx 0000 the Seller shall, if possible, procure that either it or a company which remains under the control of the books Seller after the date of Closing shall enter together with the such UK Company into a joint election as referred to in section 179B Taxation of Chargeable Gains Xxx 0000. In relation to the UK Companies, the Sellers shall not submit any Tax Return to any Tax authority or enter into any communication with any Tax authority without seeking the Purchaser's consent, which shall not be unreasonably withheld or delayed, unless such action is consistent with past practices of the Closing Date, except that Taxes that are calculated on UK Companies and does not involve a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt Tax liability in excess of written request therefor by the paying Party following payment of such Taxes$500,000.

Tax Periods Ending on or Before the Closing Date. The Sellers shall prepare and file or cause to be responsible (prepared and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) filed all Tax Returns for the prompt Companies and timely payment and satisfaction of any and the Businesses for all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning are filed after the Closing Date andincluding income Tax Returns with respect to periods for which a consolidated, for unitary or combined income Tax Return of all or any Straddle Periodnumber of the Sellers will include the operations of one or more of the Companies and the Businesses; PROVIDED, HOWEVER, with respect to the portion thereof commencing from the day following the Closing Date (such portion being referred UK Companies, this Section 5.2(A) shall apply only with respect to as the “Post-Closing UK corporation Tax Period”)Returns. In the case of any taxable period that includes (but does not end onSubject to Section 5.2(L) the Closing Date (a “Straddle Period”and Section 9.14(C)(vii), the amount Sellers shall pay and be liable for all Taxes of the Companies with respect to such periods or which arise in respect of any Taxes attributable event, action, or transaction which occurred during such periods, or, alternatively with respect to the Pre-Closing Tax Period and attributable UK Companies, shall procure the surrender or transfer to the Post-Closing Tax Period UK Companies for zero consideration of sufficient tax reliefs to discharge such Taxes, PROVIDED, FURTHER, with respect to the UK Companies any amounts payable by the Sellers under this Section 5.2(A) shall be determined based due and payable to the Purchaser on an interim closing after tax basis. In relation to UK corporation Tax Returns which are relevant for the purposes of this Section 5.2(A), the Sellers shall also have responsibility for the agreement of such Tax Returns at Sellers' expense. Where a liability to Tax arises on the UK Companies under section 179 Taxation of Chargeable Gains Xxx 0000 the Seller shall, if possible, procure that either it or a company which remains under the control of the books Seller after the date of Closing shall enter together with the such UK Company into a joint election as referred to in section 179B Taxation of Chargeable Gains Xxx 0000. In relation to the UK Companies, the Sellers shall not submit any Tax Return to any Tax authority or enter into any communication with any Tax authority without seeking the Purchaser's consent, which shall not be unreasonably withheld or delayed, unless such action is consistent with past practices of the Closing Date, except that Taxes that are calculated on UK Companies and does not involve a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt Tax liability in excess of written request therefor by the paying Party following payment of such Taxes$500,000.

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arisingThe Majority Shareholder shall cause to be prepared, (ii) Taxes of in draft form, the Pre-Acquisition Consolidated Return, as well as all other income Tax Returns for the Company and its the Subsidiaries payable in respect of for all taxable Tax periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on prior to the Closing Date (the “Pre-Closing Tax Periods”) the due date of which is after the Closing Date. Collectively, all such portion being income Tax Returns, including the Pre-Acquisition Consolidated Return, are hereinafter referred to as the “Pre-Closing Acquisition Returns.” For the avoidance of doubt, the term “Pre-Acquisition Returns” shall not include any Tax Period”Returns filed by any of the Shareholders. All draft Pre-Acquisition Returns shall be prepared consistently with Section 7.10(b) and also in a manner consistent with the past practice of the Company, unless otherwise required by Law; provided, however, that none of the draft Pre-Acquisition Returns shall reflect any position for which there is not “substantial authority” (within the meaning of Section 6662(d)(2)(B)(i) of the Code). If, for any reason, the Company officer who has traditionally prepared and executed the income Tax Returns filed by the Company and the Subsidiaries prior to the Closing Date is no longer responsible for handling (or is unable to handle whether through death or disability) such Tax Return matters after the Closing Date, the Company’s outside auditors with respect to the Company’s consolidated financial statements shall be responsible for the preparation of the draft Pre-Acquisition Returns described in this Section 7.10(a)(i). (ii) The parties acknowledge and agree that notwithstanding the provisions concerning the preparation of the draft Pre-Acquisition Returns, the Purchaser has the ultimate responsibility to have prepared, timely filed and to have one of its authorized officers execute all such Pre-Acquisition Returns. Accordingly, the Majority Shareholder shall ensure that each of the draft Pre-Acquisition Returns, together with the related supporting information, shall be provided to the Purchaser no later than the applicable date specified below: (A) Tax Period Ending December 31, 2010 – August 1, 2011; (B) Tax Period for the Excluded Subsidiaries ending on the date on which Distribution of Excluded Subsidiaries occurs – August 1, 2012; and (C) Tax Period Ending on Closing Date – August 1, 2012. (iii) any Upon receipt thereof, the Purchaser shall have the right to review and all Taxes provide comments on such draft Pre-Acquisition Return to the Majority Shareholder. If the Purchaser disagrees with the amount of any Person Taxes, other calculations or one or more return positions reflected on such draft Pre-Acquisition Return, it shall provide written notification thereof (other than Company or its Subsidiariesa “Tax Dispute Notice”) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or the Majority Shareholder at least thirty (30) days before the Closing Datedue date for the filing of such draft Pre-Acquisition Return, after which the parties shall cause their respective tax advisors to confer in good faith to mutually resolve such disagreement. Payments for which Sellers If the Majority Shareholder and the Purchaser are unable to resolve such disagreement within ten (10) days after the receipt of the Tax Dispute Notice, then such disagreement shall be responsible under resolved by the Accounting Referee pursuant to the procedures set forth in Section 3.4(c). To the extent permitted by Law, the Tax Returns described in clause (ii)(A) in this Section 9.1 7.10(a) shall not be subject to reflect the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as Company’s address set forth in the preceding sentence) payable notice provision in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”)Section 12.1 hereof. In the case event the Purchaser or the Majority Shareholder receives any notice or correspondence from the IRS or any relevant Tax authority related to any Pre-Acquisition Return, such Party shall promptly provide the other Party with a copy of any taxable period that includes such notice or correspondence. (but does not end oniv) the Closing Date (a “Straddle Period”)The Purchaser shall prepare or cause to be prepared, the amount of any Taxes attributable and timely file or cause to the be timely filed, all Tax Returns for Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes Periods that are calculated on a periodic or annual basis shall be allocated on a daily basisnot income Tax Returns. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within At least fifteen (15) Business Days after receipt of written request therefor by before the paying Party following payment due date for the filing of such non-income Tax Returns, Purchaser shall furnish draft copies of such Tax Returns, along with supporting information to the Majority Shareholder who, along with his tax advisors, shall have the opportunity to review such draft Tax Returns. If the Majority Shareholder disagrees with the amount of Taxes, other calculations or one or more return positions reflected on such draft Tax Returns, it shall provide written notification thereof at least five (5) days before the due date of such Tax Returns after which the parties shall cause their respective tax advisors to confer in good faith to mutually resolve such disagreement. Notwithstanding the time periods set forth above, the Purchaser shall be free to file such Tax Returns by their respective due dates.

Tax Periods Ending on or Before the Closing Date. Sellers (a) Buyer shall prepare, or cause to be responsible (prepared, and shall jointly and severally indemnify and hold Companyfile, its Subsidiaries and Buyer harmless) or cause to be filed, all Tax Returns for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable (other than Income Tax Returns) for Tax periods ending on or before prior to the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before that are filed after the Closing Date. Payments Buyer shall provide Seller with copies of any such Tax Returns for which Sellers shall be responsible under this Section 9.1 shall not be subject Seller’s reasonable review and comment, at least thirty (30) days prior to the Indemnification Basket or due date thereof. If, within twenty (20) days after the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for receipt of the prompt and timely payment and satisfaction of any and all Tax Return, Seller (i) Taxes notifies Buyer that it disputes the manner of Buyer whenever arising preparation of the Tax Return and (ii) provides Buyer with a statement setting forth in reasonable detail its proposed form of such Tax Return, then Buyer and Seller shall attempt to resolve their disagreement within five (5) days following Seller’s notification of Buyer of such disagreement. If Buyer and Seller are not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants shall resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants shall be borne by the Party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such cost will be borne half by Seller and half by Buyer. Seller shall pay to Buyer, no later than five (5) Business Days before the due date for the payment of Taxes with respect to such Tax Return, all Taxes shown as due thereon, but only to the extent such Taxes are not reflected as a liability for purposes of Company (other than as calculating Working Capital or included in the Debt Amount or Mxxxxx Sxxxxxx Obligations set forth in on the preceding sentenceClosing Statement. (b) payable in respect of Seller shall prepare, or cause to be prepared, and Buyer shall file, or cause to be filed, all taxable Income Tax Returns for the Company and its Subsidiaries for Tax periods beginning ending on or prior to the Closing Date that are filed after the Closing Date andDate. Seller shall provide Buyer with copies of any such Income Tax Returns for Buyer’s reasonable review and comment at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto). If, for any Straddle Periodwithin twenty (20) days after the receipt of the Income Tax Return, Buyer (i) notifies Seller that it disputes the manner of preparation of the Income Tax Return and (ii) provides Seller with a statement setting forth in reasonable detail its proposed form of such Income Tax Return, then Buyer and Seller shall attempt to resolve their disagreement within five (5) days following Buyer’s notification of Seller of such disagreement. If Buyer and Seller are not able to resolve their disagreement, the portion thereof commencing dispute shall be submitted to the Accountants. The Accountants shall resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants shall be borne by the Party whose calculation of the matter in disagreement differs the most from the day following calculation as finally determined by the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such cost will be borne half by Seller and half by Buyer. Seller shall pay all Taxes due with respect to such Income Tax Returns, but only to the extent such Income Taxes are not reflected as a liability for purposes of calculating Working Capital or included in the Debt Amount or Mxxxxx Sxxxxxx Obligations set forth on the Closing Date Statement. (such portion being referred c) This Section 8.2 shall not apply to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Returns covered in Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such Taxes8.3.

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arisingThe Seller Parties shall cause to be prepared, (ii) Taxes of Company and its Subsidiaries payable in respect of draft form, all taxable income Tax Returns for the Acquired Companies for all Tax periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on prior to the Closing Date (the “Pre-Closing Tax Periods”) the due date of which is after the Closing Date. Collectively, all such portion being income Tax Returns are hereinafter referred to as the “Pre-Closing Tax Period”Acquisition Returns.” All draft Pre-Acquisition Returns shall be prepared consistently with Section 7.4(b) and also in a manner consistent with the past practice of the Acquired Companies, unless otherwise required by Law; provided, however, that none of the draft Pre-Acquisition Returns shall reflect any position for which there is not “substantial authority” (within the meaning of Section 6662(d)(2)(B)(i) of the Code). (ii) The parties acknowledge and agree that notwithstanding the provisions concerning the preparation of the draft Pre-Acquisition Returns, the Purchaser has the ultimate responsibility to have prepared, timely filed and to have one of its authorized officers execute all such Pre-Acquisition Returns. Accordingly, the Seller Parties shall ensure that each of the draft Pre-Acquisition Returns, together with the related supporting information, shall be provided to the Purchaser no later than August 1, 2014. (iii) any Upon receipt thereof, the Purchaser shall have the right to review and all Taxes provide comments on such draft Pre-Acquisition Return to the Shareholder. If the Purchaser disagrees with the amount of any Person Taxes, other calculations or one or more return positions reflected on such draft Pre-Acquisition Return, it shall provide written notification thereof (other than Company or its Subsidiariesa “Tax Dispute Notice”) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or the Shareholder at least thirty (30) days before the Closing Datedue date for the filing of such draft Pre-Acquisition Return, after which the parties shall cause their respective tax advisors to confer in good faith to mutually resolve such disagreement. Payments for which Sellers If the Shareholder and the Purchaser are unable to resolve such disagreement within ten (10) days after the receipt of the Tax Dispute Notice, then such disagreement shall be responsible under this Section 9.1 shall not be subject resolved by the Accounting Referee pursuant to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as procedures set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”Section 3.4(c). In the case event the Purchaser or the Seller Parties receive any notice or correspondence from the IRS or any relevant Tax authority related to any Pre-Acquisition Return, such Party shall promptly provide the other Party with a copy of any taxable period that includes such notice or correspondence. (but does not end oniv) the Closing Date (a “Straddle Period”)The Purchaser shall prepare or cause to be prepared, the amount of any Taxes attributable and timely file or cause to the be timely filed, all Tax Returns for Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes Periods that are calculated on a periodic or annual basis shall be allocated on a daily basisnot income Tax Returns. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within At least fifteen (15) Business Days after receipt of written request therefor by before the paying Party following payment due date for the filing of such non-income Tax Returns, Purchaser shall furnish draft copies of such Tax Returns, along with supporting information, to the Shareholder who, along with its tax advisors, shall have the opportunity to review such draft Tax Returns. If the Shareholder disagrees with the amount of Taxes, other calculations or one or more return positions reflected on such draft Tax Returns, it shall provide written notification thereof at least five (5) days before the due date of such Tax Returns after which the parties shall cause their respective tax advisors to confer in good faith to mutually resolve such disagreement. Notwithstanding the time periods set forth above, the Purchaser shall be free to file such Tax Returns by their respective due dates.

Tax Periods Ending on or Before the Closing Date. Sellers SolarWinds shall prepare, or cause to be responsible prepared, and file, or cause to be filed, on a timely basis and on a basis reasonably consistent with Confio’s past practice (and shall jointly and severally indemnify and hold Companyunless SolarWinds is advised in writing otherwise by its independent outside accountants or attorneys that such practice is contrary to applicable Law), its Subsidiaries and Buyer harmless) all Tax Returns with respect to Confio for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date and, for any Straddle Period and required to be filed thereafter (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax PeriodPrior Period Returns”). The reasonable costs of preparing and filing all such Prior Period Returns shall be the responsibility of the Equity Holders and SolarWinds shall be entitled to be reimbursed such costs from the Escrow Fund established pursuant to Section 7.4 hereof. SolarWinds shall provide a draft copy of such Prior Period Returns to the Equity Holder Representative for its review at least ten (10) Business Days prior to the due date thereof. The Equity Holder Representative shall provide his comments to SolarWinds at least five (5) Business Days prior to the due date of such Prior Period Returns and SolarWinds shall make all changes reasonably requested by the Equity Holder Representative in good faith (iiiunless SolarWinds is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable Law, or (ii) will have a material adverse effect on SolarWinds or any and all Taxes of its Affiliates in any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before taxable period ending after the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes Within five (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (155) Business Days after receipt the date on which SolarWinds pays any Taxes of written request therefor by Confio with respect to any Prior Period Returns, the paying Party following payment Confio Equity Holders shall, to the extent such Taxes have not been accrued or otherwise reserved for on the Estimated Closing Balance Sheet and taken into account as a current liability for purposes of calculating the Closing Working Capital Amount, pay to SolarWinds the amount of such TaxesTaxes that relates to the Prior Period Returns. In the event that the Confio Equity Holders for any reason fail to make the payment contemplated in the previous sentence, then SolarWinds may bring an indemnification claim under Article VII.

Tax Periods Ending on or Before the Closing Date. Sellers Old Mutual shall ------------------------------------------------ prepare or cause to be responsible (and prepared all Tax Returns for each of the Companies for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Old Mutual shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for pay all Taxes attributable to the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable income earned during Tax periods ending on or before the Closing Date and, to the extent such Taxes are not reflected in the reserve for Tax Liabilities (rather than any Straddle Period reserve for deferred Taxes established to reflect timing difference between book and Tax income) shown on the face of the estimated Closing Balance Sheet (as defined below), rather than in any notes thereto) and the portion thereof ending on Purchaser shall pay or cause the Companies to pay any other amounts due and owning. The Companies will furnish Tax information to Old Mutual for inclusion in Old Mutual's federal consolidated income Tax Return for the period which includes the Closing Date in accordance with the Companies' past custom and practice. Old Mutual will allow the Purchaser an opportunity to review and comment upon such Tax Returns (such portion being referred including any amended returns) to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes extent that they relate to an event or transaction occurring the Companies at least thirty (30) days in advance of the proposed filing thereof. Old Mutual will take no position on or such Tax Returns that relate to the Companies that would adversely affect the Companies after the Closing Date unless such position would be reasonable in the case of a Person that owned the Companies both before and after the Closing Date. Payments for which Sellers shall The income of the Companies will be responsible under this Section 9.1 shall not be subject apportioned to the Indemnification Basket or period up to and including the Indemnification Cap. Buyer shall be responsible (Closing Date and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning period after the Closing Date and, for any Straddle Period, by closing the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing books of the books Companies as of the end of the Closing Date. After the Closing, except that Taxes that are calculated on a periodic or annual basis the Companies shall be allocated on a daily basis. To cooperate in the preparation, execution (to the extent that required) and filing of any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such Taxesreturn.

Tax Periods Ending on or Before the Closing Date. Sellers shall (a) Buyer will prepare and file, or cause to be responsible (prepared and shall jointly and severally indemnify and hold Companyfiled, its Subsidiaries and Buyer harmless) all Tax Returns for the prompt and timely payment and satisfaction of any and Company for all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable Tax periods ending on or before prior to the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on that are due after the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed income Tax Returns of the Company. In the event that any item reflected on Company as transferee or successorany Tax Return described in the preceding sentence could form the basis for a claim of indemnification pursuant to ARTICLE VII, by contract this ARTICLE VIII or otherwise, which Taxes relate Buyer will submit a draft of such Tax Return to an event Sellers’ Representative for review and comment at least 30 days prior to the due date for filing such Tax Return. Buyer will consider in good faith the reasonable comments of Sellers’ Representative to such Tax Returns that are delivered to Buyer within 10 days after Sellers’ Representative receives such Tax Returns. If Sellers’ Representative does not provide any written comments within 10 days after receiving such Tax Return, Sellers’ Representative will be deemed to have accepted such Tax Return as drafted by Buyer. (b) Sellers’ Representative, at its own expense, will prepare and file, or transaction occurring cause to be prepared and filed, all income Tax Returns of the Company for all Tax periods ending on or before prior to the Closing Date that are due after the Closing Date. Payments for which Sellers All such Tax Returns shall be responsible under prepared in a manner consistent with prior practices of the Company unless otherwise required by applicable Law. Sellers’ Representative will permit Buyer to review and comment on each such income Tax Return, and will consider in good faith the reasonable comments of Buyer to such income Tax Returns that are received by Sellers’ Representative within 10 days after providing such Tax Return to Buyer. (c) Sellers will pay, reimburse and indemnify Buyer and the Company for the Taxes on Tax Returns described in this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth 8.2 in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”accordance with Section 8.1(a). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such Taxes.

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold The Company or, following the Closing, the Stockholders, on behalf of the Company, its Subsidiaries shall timely file (including without limitation extensions of time to file) all federal, state, local and Buyer harmless) other Tax Returns for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date and, for any Straddle Period and have paid or will pay all Taxes attributable to such periods (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Short Period Returns”). Such returns will be prepared and filed in accordance with applicable Laws and in a manner consistent with past practices of the Company. Prior to filing any Short Period income Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before Return after the Closing Date. Payments for , Argy, Wxxxxx & Rxxxxxxx, P.C. (“AWR”) shall provide a letter to Buyer indicating that AWR has examined the Tax Return, including accompanying schedules and statements, and the Return is based on all information of which Sellers shall be responsible under this Section 9.1 shall not be subject AWR has any knowledge, and to the Indemnification Basket or best of AWR’s knowledge and belief, the Indemnification CapReturn is true, correct, and complete in all material respects. Prior to filing any Short Period non-income Tax Return after the Closing Date, the Stockholders shall provide such Tax Returns to the Buyer shall be responsible at least fifteen (and shall indemnify and hold Sellers harmless15) days prior to their due date (taking into account extensions) for the prompt Buyer’s review and timely payment comment. The Buyer shall have seven (7) [*] Indicates confidential text omitted and satisfaction of filed separately with the Securities and Exchange Commission. Business Days to comment on each non-income Tax Return described in this Section 8.1(a). The Stockholders shall make such revisions to any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning such non-income Tax Returns filed after the Closing Date andas are reasonably requested by Buyer to ensure that such returns have been prepared in a manner consistent with the past reporting practices of the Company and in accordance with applicable Law. For this purpose, Buyer’s comments shall be deemed reasonable if (x) the Stockholders agree to them, (y) in the written opinion of an Independent Accounting Firm, the reporting position initially proposed by Stockholders is not “more likely than not” to prevail, as defined in Treas. Reg. Section 1.6662-4(d)(2) and the alternative reporting position proposed by Buyer is “more likely than not” to prevail, or (z) in the written opinion of an Independent Accounting Firm, the reporting positions proposed by the Stockholders and Buyer are both “more likely than not” to prevail, and the position proposed by Buyer is consistent with past practice (it being understood that such standard shall be applied for purposes of this Section 8.1 whether or not the underlying Tax Return is a Tax Return with respect to income Taxes). Buyer shall reimburse the Stockholders for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of Company or the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges Stockholders for which another Party is responsible Buyer has an indemnification obligation pursuant to Section 7.2(c) of this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor Agreement within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such TaxesTaxes by the Company or the Stockholders.

Tax Periods Ending on or Before the Closing Date. Sellers To the extent not filed prior hereto, Seller shall prepare or cause to be responsible (prepared, in accordance with Applicable Law and shall jointly and severally indemnify and hold Companyconsistent with past practice, its Subsidiaries and Buyer harmless) each Tax Return required to be filed with respect to an Acquired Company for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “a Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject At least 20 days prior to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible date on which any such Tax Return is due (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of after taking into account any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”valid extension), the amount of any Taxes attributable Seller shall deliver such Tax Return to Purchaser. No later than five days prior to the date on which such Tax Return for a Pre-Closing Tax Period is due (after taking into account any valid extension), Purchaser, after reasonable consultation with Seller, may make reasonable changes and attributable revisions to such Tax Return. Seller shall not file such Tax Return without the Post-Closing Tax Period shall be determined based on an interim closing consent of the books as of the Closing DatePurchaser, except that Taxes that are calculated on a periodic which shall not be unreasonably withheld, conditioned or annual basis shall be allocated on a daily basisdelayed. To the extent that not filed prior hereto, Seller shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Pre-Closing Tax Period. Pursuant to Article 10, but without limiting any applicable law or regulation imposes upon a Party of the obligation Purchaser’s rights under Article 10, Purchaser may recover from the Indemnity Escrow Fund any Taxes relating to report or each such Tax Return to pay Taxes or charges the extent not accounted for which another Party is responsible in the determination of the Aggregate Consideration pursuant to this Agreement. Notwithstanding any other provision of this Agreement, Purchaser may elect to file an election under Section 9.1338(g) of the Code (including any corresponding U.S. state elections) with respect to the transactions contemplated by this Agreement; provided, however, that Purchaser agrees to compensate and reimburse Seller (up to a maximum amount of $150,000) for any Taxes incurred by Seller or its Affiliates within twelve months after the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment Closing Date as a result of such Taxeselection, net of any Tax benefit to Seller and its Affiliate resulting from such election.

Tax Periods Ending on or Before the Closing Date. Sellers SolarWinds shall prepare, or cause to be responsible prepared, and file, or cause to be filed, on a timely basis and on a basis reasonably consistent with N-able’s past practice (and shall jointly and severally indemnify and hold Companyunless SolarWinds is advised otherwise by its independent outside tax consultants that such practice is contrary to applicable Law), its Subsidiaries and Buyer harmless) all Tax Returns with respect to N-able for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date and, for any Straddle Period and required to be filed thereafter (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax PeriodPrior Period Returns”). SolarWinds shall be entitled to be reimbursed from the Escrow Fund established pursuant to Section 7.4 hereof the reasonable costs of preparing and filing all such Prior Period Returns. SolarWinds shall provide a draft copy of such Prior Period Returns to the Equity Holder Representatives for review at least ten (10) Business Days prior to the due date thereof. The Equity Holder Representatives shall provide comments to SolarWinds at least five (5) Business Days prior to the due date of such returns and SolarWinds shall make all changes reasonably requested by the Equity Holder Representatives in good faith (iiiunless SolarWinds is advised in writing by its independent outside tax consultants that such changes (i) are contrary to applicable Law, or (ii) will, or are likely to, have a material adverse effect on SolarWinds or any and all Taxes of its Affiliates in any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before taxable period ending after the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes Within five (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (155) Business Days after receipt the date on which SolarWinds pays any Taxes of written request therefor by N-able with respect to any Prior Period Return, the paying Party following N-able Equity Holders shall, to the extent such Taxes have not been accrued or otherwise reserved for on the Estimated Closing Balance Sheet and taken into account as a current liability for purposes of calculating the Closing Working Capital Amount, pay, or cause to be paid, all Taxes with respect to N-able shown to be due on such Prior Period Returns. In the event that the N-able Equity Holders for any reason fail to make the payment of such Taxescontemplated in the previous sentence, then SolarWinds may bring an indemnification claim under Article VII.

Tax Periods Ending on or Before the Closing Date. Sellers The Representative shall prepare and timely file, or cause to be responsible (prepared and shall jointly and severally indemnify and hold Companytimely filed, its Subsidiaries and Buyer harmless) all Tax Returns for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before filed after the Closing Date and, for all Pre-Closing Tax Periods (other than any Tax Returns for any Straddle Period (as defined belowof the Company), including, without limitation, Pass-through Tax Returns. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the portion thereof ending past practices of the Company with respect to such items, unless otherwise required by applicable Law. The Representative shall permit Buyer a reasonable opportunity to review each such Tax Return at least thirty (30) days prior to the due date for filing, including any extensions, and the Representative shall reflect all reasonable comments proposed by Buyer in writing. To the extent consistent with applicable Law, all deductions related to any transaction-related expense, including any deduction associated with a transaction-related compensatory payment, shall be reported on the Closing Date (such portion being referred to as the “Pre-Closing Company’s Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments Return for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable as provided in Section 10.3. Any such Tax Return filed after the Closing Date shall be provided to Buyer at least ten (10) calendar days prior to the Post-Closing due date for filing such return (taking into account applicable extensions), and Buyer shall thereafter cause the Company to execute and timely file such Tax Period Return and shall cause the Company to timely remit any Taxes payable with respect to such Tax Return; provided, however, that Buyer shall be determined based indemnified by Sellers at least two days prior to the date on an interim closing of which such Taxes are due to the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To extent provided in Article 9 hereof to the extent that such Taxes were not included as Unpaid Taxes, Transaction Expenses, Net Working Capital or otherwise taken into account as a reduction in the calculation of the Final Cash Purchase Price under Section 1.3. For the avoidance of doubt, (i) the Representative may transmit any applicable law or regulation imposes upon such Tax Returns electronically, (ii) Buyer will provide the e-mail address of a Party Buyer representative authorized to receive and review such Tax Returns and (iii) Buyer agrees to maintain the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment confidentiality of such TaxesTax Returns, except as may otherwise be required under applicable Law.

Tax Periods Ending on or Before the Closing Date. Sellers The Seller Representative shall prepare, or cause to be responsible prepared, and file, or cause to be filed, on a timely basis, and on a basis reasonably consistent with past practice (to the extent permitted under applicable Tax Laws), Form 1065, U.S. Return of Partnership Income, and shall jointly any state and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) local income tax returns that are pass-through tax returns with respect to the Company for the prompt period commencing on January 1, 2015 and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Final Income Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax PeriodReturns”). In For the case avoidance of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”)doubt, the amount of parties hereto hereby acknowledge and agree that any Taxes income Tax deductions attributable to the Pre-Transaction Expenses (including, without limitation, the change in control bonus payment payable to Mxxx Xxxxx at the Closing Tax Period pursuant to and attributable in accordance with the terms of his employment agreement with the Company, as amended, and any employer taxes related thereto, and the employee compensation payment payable to Cxxxxxx Xxxxx at the Closing and any employer taxes related thereto), to the Post-Closing Tax Period shall be determined based extent such amounts are paid or accrued by or on an interim closing behalf of the books Company as of the Closing DateDate and are currently deductible under applicable Tax Laws, except that Taxes that are calculated on a periodic or annual basis shall be allocated deducted on the Final Income Tax Returns. The Seller Representative shall provide a daily basis. To draft copy of such Final Income Tax Returns to the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges Buyer for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within its review at least fifteen (15) Business Days after receipt of written request therefor by prior to the paying Party following payment due date thereof. The Buyer shall provide its comments to the Seller Representative at least five (5) Business Days prior to the due date of such Taxesreturns and the Seller Representative shall in good faith take into consideration all of such comments. The Sellers Representative, on behalf of the Sellers, shall be responsible for and shall pay, or cause to be paid, all Taxes with respect to the Company, if any, shown to be due on such Final Income Tax Returns on or prior to the due date thereof; provided, however, that the Seller Representative’s foregoing obligation to pay such Taxes shall not apply to the extent that such Taxes are taken into account in the final determination of Closing Working Capital.

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arisingBecause the Company is classified as a disregarded entity for federal income tax purposes, (ii) Taxes of no federal income Tax Returns for the Company and its Subsidiaries payable in respect of all taxable have been required or will be required for Tax periods ending that end on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “a "Pre-Closing Period"). (ii) For Tax Period”) and (iii) any and all Taxes of any Person (Returns, other than Company or its Subsidiaries) imposed on Company as transferee or successorFederal income Tax Returns, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before due after the Closing Date, the Purchaser shall file or cause to be filed any Tax Returns of the Company for a Pre-Closing Period. Payments for which Sellers Prior to filing any such Pre-Closing Period Tax Return, the Purchaser shall be responsible under this Section 9.1 shall not be subject provide a copy of such Tax Return at least 15 days prior to its due date (taking into account extensions) to the Indemnification Basket or Seller and the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) Principal Shareholders for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”)review. In the case of a sales or use Tax Return or employment Tax Return, the preceding sentence shall not apply and the Purchaser shall provide a copy of such sales or use Tax Return within 15 days after filing such Tax Return. (iii) Except as provided in subparagraph (iv) below, the Seller and the Principal Shareholders shall reimburse the Purchaser for any taxable period that includes (but does not end on) Pre-Closing Period Taxes of the Company within 30 days after payment of such Taxes by the Purchaser. The Seller and the Principal Shareholders shall be obligated to reimburse the Purchaser for Pre-Closing Date (a “Straddle Period”)Period Taxes even if no Tax Return is required to be filed with respect to such Taxes. In contrast, the Purchaser shall pay the Seller the amount of any Taxes attributable to the refund of Pre-Closing Tax Period and attributable Taxes within 30 days of receipt thereof. (iv) Neither the Seller nor the Principal Shareholders shall reimburse or otherwise be responsible to the Post-Closing Purchaser or the Company in respect of any additional Texas state margin Tax Period shall be determined based (or equivalent Tax measured by the Company's income) imposed on an interim closing the Company as a result of the books as sale of the Closing Date, except Interests in lieu of the sale of the stock of the Company Predecessor. In that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1regard, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of same methodology described in Section 5.4 below will apply to such Taxesdetermination.

Tax Periods Ending on or Before the Closing Date. Sellers Parent shall prepare and cause to be responsible (prepared and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) timely file or cause to be timely filed all Tax Returns for the prompt and timely payment and satisfaction of any and Company for all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before that are filed after the Closing Date. Payments for which Sellers Such Tax Returns shall be responsible under this Section 9.1 prepared, subject to the requirements of applicable Law, in accordance with past practice of the Company and shall not be subject to the Indemnification Basket Sellers’ Representative’s approval (which approval shall not be unreasonably withheld or the Indemnification Cap. Buyer delayed) and shall be responsible delivered to the Sellers’ Representative at least seventy five (and shall indemnify and hold Sellers harmless75) for days prior to the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth due date in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes income Tax Returns, and at least thirty (but does not end on30) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable days prior to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books due date (or if, as of the Closing Date, except that Taxes that are calculated on a periodic or annual less than thirty (30) days remain before filing is due, one third ( 1⁄3) of the days remaining between the Closing Date and the filing due date) in the case of any other Tax Returns, for review and approval. Within ten (10) Business Days following the delivery of such Tax Return to the Sellers’ Representative, the Sellers’ Representative shall notify Parent of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. If the Sellers’ Representative fails to notify Parent of any dispute within such ten (10) Business Day period, such Tax Return shall be allocated on a daily basisdeemed to be accepted by the Sellers’ Representative. To If the extent that Sellers’ Representative notifies Parent in writing of any applicable law or regulation imposes upon a Party objection regarding such Tax Return within the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to time periods set forth in this Section 9.16.3(a), Parent and the responsible Party Sellers’ Representative shall cooperate in good faith to resolve such dispute as promptly reimburse as possible. If Parent and the paying Party therefor Sellers’ Representative are unable to resolve the dispute within fifteen ten (1510) Business Days after receipt of such objection, the Sellers’ Representative shall submit such disputed items to the Independent Accounting Firm for resolution. The Independent Accounting Firm shall, within forty-five (45) calendar days following its selection, deliver to Parent and the Sellers’ Representative a written request therefor by report setting forth its determination as to such disputed items (and only such disputed items), and its determinations will be conclusive and binding upon the paying Party following payment parties thereto for the purposes hereof. The fees and disbursements of such Taxesthe Independent Accounting Firm shall be apportioned equally (50/50) between the Sellers’ Representative (on behalf of the Sellers), on the one hand, and Parent, on the other hand.

Tax Periods Ending on or Before the Closing Date. Sellers (a) The Company shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt prepare and timely payment file, or shall cause to be prepared and satisfaction of any and timely filed, all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable Tax Returns in respect of all taxable periods ending the Company or any of its Subsidiaries that are required to be filed on or before the Closing Date andDate, for any Straddle Period (as defined below)and shall pay, the portion thereof ending on the Closing Date (such portion being referred or cause to as the “Pre-Closing Tax Period”) and (iii) any and be paid, all Taxes of any Person (other than the Company or and its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring Subsidiaries due on or before the Closing Date. Payments for which Sellers Such Tax Returns shall be responsible 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 or as otherwise contemplated under this Section 9.1 Agreement. At least ten (10) days prior to filing any income or other material Tax Return, the Company shall not submit a copy of such income or other material Tax Return to Parent for Parent’s review and comment, and the Company shall reflect in good faith any reasonable comments provided by Parent at least five (5) days prior to filing any such income or other material Tax Return. (b) Parent shall, at the reasonable expense of the Indemnitors, prepare or cause to be subject prepared and file or cause to be filed all Tax Returns for the Acquired Companies for all Tax periods ending on or prior to the Indemnification Basket Closing Date that are filed or the Indemnification Cap. Buyer shall required to be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning filed after the Closing Date andDate. At least ten (10) days prior to filing any income or other material Tax Return, Parent shall submit a copy of such income or other material Tax Return to the Securityholder Representative for the Securityholder Representative’s review and comment, and Parent shall reflect in good faith any Straddle Periodreasonable comments provided by the Securityholder Representative at least five (5) days prior to the due date thereof. Any 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, the portion thereof commencing as applicable, with respect to such items, except as required by Applicable Law or as otherwise contemplated under this Agreement. Pursuant to Article 10 and subject to any limitations therein but without limiting any of Parent’s rights under Article 10, Parent may recover from the day following Holdback an amount equal to such Taxes of the Acquired Companies for such Pre-Closing Tax Periods (and any reasonable out-of-pocket expenses incurred by Parent to prepare and file such Tax Returns described in the first sentence of this Section 7.01(b)). (c) Notwithstanding anything to the contrary in this Agreement, Parent shall, or shall cause the Acquired Companies to (1) claim, to the extent actually deductible by the Acquired Companies in a Tax period (or portion thereof) ending on or prior to the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (under applicable Law at a “Straddle Period”)more than likely than not” or higher level of comfort, the amount of any Taxes attributable to all Transaction Tax Deductions in the Pre-Closing Tax Period Period, and attributable (2) in connection with the foregoing, make an election under Revenue Procedure 2011-29, 2011-18 IRB, to treat 70% of any applicable success-based fees that were paid by or on behalf of the Acquired Companies relating to the Post-Closing Transactions as deductible in the Tax Period shall be determined based year (or portion thereof) that includes and ends on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges Date for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such TaxesU.S. federal income tax purposes.

Tax Periods Ending on or Before the Closing Date. Sellers (a) The Company shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt prepare and timely payment file, or shall cause to be prepared and satisfaction of any and timely filed, all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable Tax Returns in respect of all taxable periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or any of its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate Subsidiaries that are required to an event or transaction occurring be filed on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company and its Subsidiaries due on or before the Closing Date, subject to Schedule 7.01(a). Payments for which Sellers Such Tax Returns shall be responsible under this Section 9.1 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 or as set forth on Schedule 7.01(a). At least thirty (30) days prior to filing any such Tax Return, or if the due date is within thirty (30) days of the date hereof, as promptly as practicable after the date hereof, the Company shall submit a copy of such Tax Return to Parent for Parent’s review and approval, which approval shall not be subject unreasonably withheld, conditioned or delayed. (b) Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Acquired Companies for all periods ending on or prior to the Indemnification Basket Closing Date that are filed or required to be filed after the Indemnification CapClosing Date. Buyer Parent shall provide a draft of each such income Tax Return, and any such non-income Tax Return that shows a cash Tax liability for which the Indemnitees may claim a right to indemnification under this Agreement in excess of $500,000 to the Securityholder Representative for review and approval (such approval not to be unreasonably withheld, conditioned or delayed) no less than thirty (30) days prior to the due date for timely filing of such Tax Returns, or if the due date is within thirty (30) days of the Closing Date, as promptly as practicable after the Closing Date, and Parent shall consider and take into account in good faith any reasonable comments provided by Securityholder Representative in writing with respect to such Tax Returns at least ten (10) days prior to the due date thereof. Any such Tax Returns shall be responsible 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. Pursuant to Article 10 but without limiting any of Parent’s rights under Article 10, Parent may recover from the Indemnity Escrow Fund an amount equal to such Taxes of the Acquired Companies for such periods (and shall indemnify any out-of-pocket expenses incurred by Parent to prepare and hold Sellers harmlessfile such Tax Returns) for to the prompt and timely payment and satisfaction of any and all extent that such Taxes were not previously taken into account in determining Unpaid Company Transaction Expenses or as a liability in determining the Closing Working Capital, each as finally determined pursuant to Section 2.08. (c) Notwithstanding anything to the contrary in this Section 7.01, (i) Taxes of Buyer whenever arising all Transaction Tax Deductions shall be allocable to, and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Periodreported on, the portion thereof commencing from Tax Returns of the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to Acquired Companies for the Pre-Closing Tax Period and attributable to the Post-extent actually deductible by the Company or its Subsidiaries in a taxable period ending on or prior to the Closing Tax Period shall be determined based on an interim closing Date under applicable Law at a “more likely than not” or higher level of comfort, (ii) the Parties acknowledge that, as a result of the books Mergers, the U.S. federal income tax year of the Company is expected to end as of the Closing Date, except that Taxes that are calculated on and (iii) a periodic or annual basis timely election shall be allocated on a daily basis. To the extent that made under IRS Revenue Procedure 2011-29 to treat seventy percent (70%) of any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor success-based fees paid by the paying Party following payment of such TaxesCompany relating to the Transactions as deductible for federal income Tax purposes.