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

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser shall jointly prepare or cause to be prepared, and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree all Tax Returns for each Project Buckeye Corporation for all periods ending on or prior to the Closing Date which Tax Returns shall be prepared in accordance with the past practice and customs of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause each of the Buckeye Corporations to sign any claim or election relating to any such Tax Return as jointly agreed by Purchaser and Seller. The Seller and the Purchaser shall use all reasonable endeavours to agree on the form of the Tax Returns to be submitted to the relevant tax authority and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns within fifteen (15) days after receipt of a bill xxxm relevant Purchaser for such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the Balance Sheet of each Project Buckeye Corporation at and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with the past practice and custom of the Project Buckeye Corporations.

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser Company shall jointly prepare or cause to be prepared, prepared and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree filed all Tax Returns for each Project Buckeye Corporation Company and its Subsidiaries for all periods ending on or prior to the Closing Date that are required to be filed on or before the Closing Date, which Tax Returns shall be prepared and filed in accordance a manner consistent with the past practice Ordinary Course of Company and customs its Subsidiaries unless otherwise required by applicable Law. Company shall provide any Tax Return described in the preceding sentence to Parent within a reasonable period of the Project Buckeye Corporation unless such past practice time prior to filing, shall permit Parent to review and customers are clearly erroneous. Purchasers shall cause each of the Buckeye Corporations to sign any claim or election relating to comment on any such Tax Return as jointly agreed by Purchaser prior to filing and Sellershall consider such comments in good faith. The Seller Parent shall prepare or cause to be prepared and the Purchaser shall use file or cause to be filed all reasonable endeavours to agree on the form of the Tax Returns for Company and its Subsidiaries for all periods ending on or prior to the Closing Date that are required to be submitted filed after the Closing Date, which Tax Returns shall be prepared and filed in a manner consistent with the Ordinary Course of Company and its Subsidiaries unless otherwise required by applicable Law. Parent shall provide any Tax Return described in the preceding sentence to the relevant tax authority Stockholder Representative within a reasonable period of time prior to filing, shall permit the Stockholder Representative to review and both parties agree that comment on any such agreement or Tax Return prior to filing and shall obtain the Stockholder Representative’s Written consent shall (not to be unreasonably withheld withheld, conditioned or delayed) prior to filing any such Tax Return. If the Seller and the Purchaser are unable Parent shall pay or cause to agree be paid all Taxes required to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of paid with each such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, provided that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay Escrow Account) (or, at its election, otherwise pursuant to Purchasers all Article VIII) Pre-Closing Taxes shown to be as due on such Tax Return. Parent will not file, or cause to be filed, any other Tax Returns, including any amended Tax Returns within fifteen (15) days after receipt of for a bill xxxm relevant Purchaser Pre-Closing Tax Period, that reports any liability for such Taxes for which the Company Holders would have an obligation to indemnify under this Agreement without the extent such Taxes are not reflected in the reserve for Tax Liability shown on the Balance Sheet of each Project Buckeye Corporation at and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with the past practice and custom prior Written consent of the Project Buckeye CorporationsStockholder Representative (such consent not to be unreasonably withheld, conditioned or delayed).

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser The Company shall jointly prepare or cause to be prepared, prepared and timely file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree timely filed (after taking into account all appropriate extensions) all Tax Returns for each Project Buckeye Corporation for of the Company due (after taking into account all periods ending appropriate extensions) on or prior to the Closing Date (“Seller Prepared Tax Returns”) and the Seller shall timely pay or cause to be timely paid all Taxes shown as due on such Tax Returns. Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed (after taking into account all appropriate extensions) all Tax Returns of the Company for taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that are due after the Closing Date (“Buyer Prepared Tax Returns”). The Buyer shall permit the Seller to review and comment on each Buyer Prepared Tax Return with respect to which the Seller is required to pay a Tax shown as due on such Tax Return or which Tax Return shows a refund that will give rise to a payment to the Seller under Section 5.7(d)(iii) at least 10 days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. The Company shall not amend any Tax Return for any Pre-Closing Tax Period (other than as a result of claiming a Tax refund pursuant to Section 5.7(d)(iii)) without the written consent of the Seller, which shall not be unreasonably withheld. All Tax Returns to be prepared by or for the Company pursuant to this Section 5.7(b) shall be prepared in accordance a manner consistent with the past practice procedures, practices, and customs accounting methods of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause each of the Buckeye Corporations to sign any claim or election relating to any such Tax Return Company, except as jointly agreed otherwise required by Purchaser and SellerLegal Requirements. The Seller and the Purchaser shall use be responsible for all reasonable endeavours to agree on the form Taxes of the Tax Returns Company for all Pre-Closing Taxable Periods including Taxes resulting from any Contest, and shall pay to be submitted (or as directed by) the Company any Taxes of the Company for all Pre-Closing Taxable Periods except to the relevant tax authority and both parties agree extent that such agreement or consent shall not be unreasonably withheld or delayedTaxes are taken into account in the final determination of Closing Working Capital. If the Seller and is obligated to pay any Tax of the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being preparedCompany, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns within fifteen (15) as directed no later than five business days after receipt of a bill xxxm relevant Purchaser for such Taxes prior to the extent due date for paying such Taxes are not reflected in Tax to the reserve for Tax Liability shown on applicable Governmental Authority. The Company shall retain McGladrey & Xxxxxx LLP to prepare the Balance Sheet of each Project Buckeye Corporation at and IRS Form 1120 for the fiscal years Company for the year ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through on the Closing Date in accordance with and all state and local income Tax Returns for such period, each and all of which shall be prepared within 180 days following the past practice and custom of the Project Buckeye CorporationsClosing Date.

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser Sellers shall jointly ------------------------------------------------ prepare or cause to be prepared, prepared and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree filed all income Tax Returns for each Project Buckeye Corporation the Company for all periods ending on or prior to the Closing Date which are to be filed after the Closing Date. Sellers shall permit the Buyer to review and comment on each such income Tax Returns shall be prepared Return described in accordance with the past practice preceding sentence prior to filing and customs the calculation of the Project Buckeye Corporation unless such past practice and customers are clearly erroneousFinal Election Amount. Purchasers Sellers shall cause each reimburse Buyer for all Taxes (whether income or other Taxes) of the Buckeye Corporations Company with respect to sign any claim or election relating to any such Tax Return as jointly agreed by Purchaser and Seller. The Seller and the Purchaser shall use all reasonable endeavours to agree on the form of the Tax Returns to be submitted to the relevant tax authority and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns periods within fifteen (15) days after receipt before payment by Buyer or the Company of a bill xxxm relevant Purchaser for such Taxes to the extent such Taxes are not reflected in the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax Liability income) shown on the Closing Balance Sheet of each Project Buckeye Corporation at (as finally determined in accordance with Section 1.2(e)) used in calculating the Working Capital. This provision contemplates that there will be a purchase price adjustment as described in Section 1.2. ----------- Buyer shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns for the fiscal years ended March 31, 1998 as adjusted Company for operations and transactions in the ordinary course of business through all periods ending on or prior to the Closing Date which are to be filed after the Closing Date. Buyer shall permit the Sellers to review and comment on each such Tax Return described in accordance with the past practice and custom preceding sentence prior to filing. Sellers shall reimburse Buyer for Taxes of the Project Buckeye Corporations.Company with respect to such periods within fifteen (15) days before payment by Buyer or the Company of such Taxes to the extent such Taxes are not reflected in the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Closing balance sheet used in calculating the Working Capital. This provision contemplates that there will be a purchase price adjustment as described in Section 1.2. -----------

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser The Stockholder Representative shall jointly prepare or cause to be prepared, prepared and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree filed all Tax Returns for each Project Buckeye Corporation the Company and its Subsidiaries for all periods ending on or prior to the Closing Date that are required to be filed on or before the Closing Date, which Tax Returns shall be prepared and filed in accordance a manner consistent with the past practice and customs of the Project Buckeye Corporation Company and its Subsidiaries unless otherwise required by applicable Law. The Stockholder Representative and the Company shall permit Parent to review and comment on any material Tax Return described in the preceding sentence prior to filing and shall consider such comments in good faith. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date, which Tax Returns shall be prepared and filed in a manner consistent with past practice and customers are clearly erroneous. Purchasers shall cause each of the Buckeye Corporations to sign Company and its Subsidiaries unless otherwise required by applicable Law. Parent shall take any claim available deduction for Tax purposes in respect of (i) the repayment of Indebtedness, (ii) payments through the Company’s payroll system at or election relating to any such Tax Return as jointly agreed by Purchaser and Seller. The Seller and the Purchaser shall use all reasonable endeavours to agree on the form of the Tax Returns to be submitted prior to the relevant tax authority Closing, (iii) all payments to Company Option Holders or other payments of compensation pursuant to this Agreement (in each case, other than in respect of Section 1.7(e) or Section 8.3(h)) and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due (iv) Third-Party Expenses on such Tax Returns within fifteen to the extent permitted by applicable Law. Parent shall permit the Stockholder Representative to review and comment on any Tax Return described in the preceding sentence prior to filing and shall obtain the Stockholder Representative’s written consent (15not to be unreasonably withheld) days after receipt prior to filing any such Tax Return. Parent may recover from the Holdback Amount, without duplication of a bill xxxm relevant Purchaser any amount recovered pursuant to Article VIII (by reducing the amount of such Holdback Amount) (or, at its election, otherwise pursuant to Article VIII) an amount equal to such Taxes of the Company or any of its Subsidiaries for such Taxes periods to the extent such Taxes are were not reflected taken into account in determining the reserve for Tax Liability shown on final binding Net Current Assets to reduce the Balance Sheet of each Project Buckeye Corporation at and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with the past practice and custom of the Project Buckeye CorporationsInitial Merger Consideration dollar-for-dollar under Section 1.7(e).

Tax Periods Ending on or Before the Closing Date. The Seller and Purchaser shall jointly prepare or cause to be prepared, and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree prepared all Tax Returns for each Project Buckeye Corporation the Companies for all periods ending on or prior to the Closing Date which (the “Pre-Closing Period Tax Returns Returns”). The Seller shall permit the Buyer and PubCo to review and comment on each such Pre-Closing Period Tax Return prior to filing and shall furnish a copy of any such Pre-Closing Period Tax Return that it proposes be prepared filed to Buyer and PubCo for such review at least 20 days before the proposed filing date and shall consult with Buyer and PubCo (without obligation to make such changes, unless they are required to comply with Law or would not result in accordance higher tax liability for Seller) with the past practice and customs of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause each of the Buckeye Corporations to sign any claim or election relating respect to any changes thereto as may be reasonably requested by Buyer or PubCo. Seller shall elect to change AMBI’s method of accounting from the “cash” method to the “accrual” method for the period ending on or prior to the Closing Date. The Seller shall timely file (or cause to be timely filed) all Pre-Closing Period Tax Returns; provided, however, if any Pre-Closing Period Tax Return is due after the Closing Date and the Seller is not authorized to file such Pre-Closing Period Tax Return by Law, Buyer shall promptly file (or cause to be promptly filed) such Pre-Closing Period Tax Return as jointly agreed prepared and furnished by Purchaser and Seller. The the Seller and the Purchaser shall use all reasonable endeavours to agree on the form of the Tax Returns to be submitted to the relevant tax authority and both parties agree that such agreement Buyer or consent shall not be unreasonably withheld or delayed. If PubCo in conformity with the Seller and the Purchaser are unable to agree to the form second sentence of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause Section 9(a). Seller shall pay to Purchasers all Taxes shown due and owing with respect to be due on such the Pre-Closing Period Tax Returns within fifteen (15) days after receipt of a bill xxxm relevant Purchaser for such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet of each Project Buckeye Corporation at and (rather than the notes thereto), as such reserve is adjusted for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course passage of business time through the Closing Date in accordance with the past practice ordinary custom and custom practices of the Project Buckeye CorporationsCompanies in creating and maintaining such reserves.

Tax Periods Ending on or Before the Closing Date. The Seller and Purchaser Representative shall jointly prepare or cause to be prepared, prepared and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree timely filed all Tax Returns for each Project Buckeye Corporation of the Company for all periods ending Pre-Closing Tax Periods that are due (taking into account applicable extensions) on or prior to the Closing Date which Date. All Tax Returns filed with respect to Pre-Closing Tax Periods shall be prepared using the same accounting method and elections used for the preparation of such Tax Returns in accordance with the past practice preceding taxable period unless otherwise required by applicable Law or mutually approved by the Purchaser and customs the Seller Representative in writing. The Sellers shall pay or cause to be paid on behalf of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause each Company all Taxes of the Buckeye Corporations Company with respect to sign all Pre-Closing Tax Periods except to the extent such Taxes were taken into consideration in computing Closing TNAV and excluding any claim or election relating reserve for deferred Taxes established to reflect timing differences between book and Tax income. Any Tax refunds that are received by the Company, and any amounts credited against Taxes to which the Company become entitled, that relate to any such Pre-Closing Tax Return as jointly agreed by Purchaser and Seller. The Seller Period (including the pre-Closing portion of a Straddle Period), shall be for the account of the Sellers, and the Purchaser shall use all reasonable endeavours to agree on the form of the Tax Returns to be submitted pay over to the relevant tax authority and both parties agree that Sellers any such agreement refund or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement amount of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns credit within fifteen (15) days after receipt of a bill xxxm relevant Purchaser for such Taxes thereof or entitlement thereto, except to the extent such Tax refunds were taken into consideration in computing Closing TNAV. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by any taxing authority to the Company of any amount that had been taken into account as a liability for Taxes are not reflected in the reserve for Tax Liability shown on determination of Closing TNAV, the Balance Sheet of each Project Buckeye Corporation at and for Purchaser shall cause the fiscal years ended March 31, 1998 as adjusted for operations and transactions in Company to pay such amount to the ordinary course of business through the Closing Date in accordance with the past practice and custom of the Project Buckeye CorporationsSellers within fifteen (15) days after receipt or entitlement thereto.

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser (i) Sole Stockholder shall jointly prepare or cause to be prepared, prepared and file or cause to be filed, at Sole Stockholder's cost and negotiate and agreed or caused to be negotiated and agree expense, all Tax Returns for each Project Buckeye Corporation the Company (including, without limitation, the Company's final federal Form 1120, U.S. Income Tax Return, or final federal Form 1120S, U.S. Income Tax Return for an S Corporation, as the case may be, and any related state income Tax Return) for all periods ending on or prior to the Closing Date which are filed after the Closing Date, including but not limited to the preparation and filing of the final Tax Returns shall be prepared for the Company for the fiscal year or portion thereof in accordance with which the past practice and customs Closing occurs ("FINAL TAX RETURN") on or before the fifteenth (15th) day of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause each third month, or the fifteenth (15th) day of the Buckeye Corporations fourth (4th) month for an S Corporation, after Closing and deliver or cause to sign any claim or election relating be delivered on that same date the Final Tax Return and financial statements for the time period covered by the Final Tax Return, as well as the Tax Return for the full year immediately preceding the period covered by the Final Tax Return and financial statements for that immediately preceding full year, to any the following person: Xxxxx Xxxxxx, AIM Group, Inc., X.X. Xxx 000, Xxxxxxx 000, Xxxxx Xxxx, Arkansas 72105. The Sole Stockholder shall permit Buyer to review and comment on each such Tax Return as jointly agreed (including but not limited to the Final Tax Return) described in the preceding sentence prior to filing . To the extent required by Purchaser and Sellerapplicable law, the Sole Stockholder shall include any income, gain, loss, deduction or other tax items for such periods on the Sole Stockholder's Tax Return(s) in a manner consistent with the Schedule K-1(s) relating to such income Tax Return(s) for such periods. The Seller Sole Stockholder shall be solely liable for, shall pay and the Purchaser shall use all reasonable endeavours to agree on the form indemnify Buyer from, any Taxes of the Company with respect to such periods. (ii) The Buyer shall prepare or cause to be prepared and file or cause to be filed, at Buyer's cost and expense, any Tax Returns for the Company for all periods beginning on or after the Closing Date, including, without limitation, the final income Tax Returns, if any, of the Company that may be required to be submitted filed after the Closing but prior to the relevant tax authority and both parties agree that such agreement merger or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President liquidation of the Institute of Chartered Accountants of England and Wales in Company into the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns within fifteen (15) days after receipt of a bill xxxm relevant Purchaser for such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the Balance Sheet of each Project Buckeye Corporation at and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with the past practice and custom of the Project Buckeye CorporationsBuyer.

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser The Company shall jointly prepare or cause to be prepared, prepared and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree filed all Tax Returns for each Project Buckeye Corporation the Company and its Subsidiaries for all periods ending on or prior to the Closing Date which are filed after the Closing Date. All income Tax Returns prepared by the Company pursuant to this Section 10.3(b) shall be prepared in accordance a manner consistent with past practice, except as otherwise required by applicable law. The Parent and the past practice Company shall permit the Principal Shareholder to review and customs comment on each such Tax Return described in the preceding sentence prior to filing. With respect to such Tax Returns, the Company shall promptly prepare and provide to the Principal Shareholder copies of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause each of the Buckeye Corporations to sign any claim or election relating to any such Tax Return as jointly agreed by Purchaser and Seller. The Seller Returns and the Purchaser schedules and workpapers related thereto. Notwithstanding any other provision of this Agreement, (i) the Company shall use all reasonable endeavours to agree on control the form of manner in which the Tax Returns to be submitted to which this Section 10.3(b) applies are prepared and filed and (ii) the relevant tax authority and both parties agree that such agreement or consent Shareholders shall not be unreasonably withheld obligated to indemnify the Parent, the Company, or delayed. If the Seller and the Purchaser are unable to agree any of their respective Affiliates for any Taxes shown as due on such Tax returns to the form of a Tax Return within 30 days of it being prepared, extent the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence amount of such agreement by Taxes exceeds the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act amount that would have been shown as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns within fifteen if such Tax returns had been prepared in a manner consistent with past practice, except as otherwise required by applicable law. Except as required pursuant to a final determination by any taxing authority, neither the Parent nor any Affiliate of the Parent shall (15or shall cause or permit any of the Acquired Companies to) days after receipt amend, refile or otherwise modify (or grant an extension or waiver of any statute of limitations with respect to) any Tax Return relating in whole or in part to the Acquired Companies (x) with respect to any taxable year or period ending on or before the Closing Date without the prior written consent of the Principal Shareholder, which consent shall not be withheld if Parent agrees to (i) hold the Shareholders harmless against any indemnification obligations the Shareholders would otherwise incur under this Agreement as a bill xxxm relevant Purchaser for consequence of such Taxes action, and (ii) Parent agrees to pay over to the Shareholders the amount of any tax benefit arising with respect to such tax period as a result of such action except to the extent such Taxes are not reflected the action would have resulted in an increase in the reserve for Tax Liability shown liabilities on the Closing Balance Sheet of each Project Buckeye Corporation at (other than a reserve for deferred taxes established to reflect timing differences between book and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions Tax income) a decrease in the ordinary course of business through Company’s Partial-Month Net Income, or an increase in the Closing Date Company’s Partial-Month Net Loss or (y) with respect to any Straddle Period except in accordance with the past practice and custom procedures set forth in Section 10.3(d) applicable upon the Parent filing a Tax Return for a Straddle Period. If, as a result of error in the preparation of any Tax Return filed by any of the Project Buckeye CorporationsAcquired Companies with respect to a period ending before or including the Closing Date, or a change in applicable law following the filing of any such Tax Return, amending such Tax Return would decrease the amount of the Acquired Companies’ Taxes with respect to a period ending on or before the Closing Date or a Pre-Closing Partial Period by an amount that materially exceeds any resulting reasonably expected increase in the Acquired Companies’ Taxes for other periods, then, upon the written request of the Principal Shareholder, the Acquired Companies shall (and the Parent shall cause or permit the Acquired Companies to) amend, at the expense of the Principal Shareholder, such Tax Return, and the Parent shall pay over to the Shareholders an amount equal to the excess of the amount of such reduction in Taxes over the amount of any increase in Taxes of Parent or any of the Acquired Companies reasonably expected to result from such amendment with respect to any period beginning after the Closing Date and/or any Post-Closing Partial Period, and providing that the Principal Shareholder agrees to hold the Parent and the Acquired Companies harmless against any indemnification obligations the Parent and the Acquired Companies would otherwise incur under this Agreement as a consequence of such amendment.

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser (a) The Company shall jointly prepare or cause to be prepared, prepared and file or cause to be filed, and negotiate and agreed or caused filed a tax return on "Form 4466 - Corporation Application for Quick Refund of Overpayment of Estimated Tax" (the "Quick Return") for the Company in order to be negotiated and agree obtain a refund of all Tax Returns for each Project Buckeye Corporation for all periods ending on or estimated federal taxes paid by the Company prior to the Closing Date for the 1998 tax year. The Company shall also prepare and file as soon as practicable its income tax returns for each state government in respect of which Tax an income tax return is required to be filed (the "State Returns"). The Company shall permit the Stockholders' Representative to review the State Returns prior to filing and to review the Quick Return on or before January 6, 1999 and shall file such Quick Return within three (3) business days after the Stockholders' Representative completes its review of the Quick Return. The State Returns shall be prepared in accordance with filed as soon as practicable. The Company shall pay to the past practice Stockholders' Representative any refund of estimated taxes paid by the Company prior to the Closing Date for the 1998 tax year (the "1998 Estimated Taxes") received by the Company pursuant to the Quick Return and customs the State Returns within five (5) days of the Project Buckeye Corporation unless receipt of such past practice and customers are clearly erroneous. Purchasers shall cause each of the Buckeye Corporations to sign any claim or election relating to any such Tax Return as jointly agreed by Purchaser and Seller. The Seller and the Purchaser shall use all reasonable endeavours to agree on the form of the Tax Returns to be submitted to the relevant tax authority and both parties agree that such agreement or consent shall not be unreasonably withheld or delayedrefund. If the Seller and request for refund on the Purchaser are unable to agree to the form of a Tax Quick Return within 30 days of it being preparedis rejected for any reason, the dispute in question Company shall be referred to an independent firm of Accountants, jointly selected, by the parties or file its Federal income tax return as soon as practicable in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in normal course requesting the same manner amount of refund as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due was reflected on such Tax Returns within fifteen (15) days after receipt of a bill xxxm relevant Purchaser for such Taxes the Quick Return except to the extent otherwise required by law. Within five days of receipt of any refund pursuant to such Taxes are return, the Company shall pay the amount of such refund to the Stockholders' Representative. The Buyer agrees that it shall not, and shall cause the Company and its Subsidiaries not reflected to, take any action or to permit the taking of any action, that will have the effect of prohibiting the Company from seeking a full refund of the amount of the 1998 Estimated Taxes. In no event shall the amount payable to the Stockholders' Representative exceed the amount of the 1998 Estimated Taxes. (b) The Company agrees to pay to the Stockholders' Representative the amount of the actual refund, which amount shall not exceed $500,000, received by the Company pursuant to the Company's 1997 federal income tax return to be filed in September 1998. The amount of any such refund shall be paid to the reserve for Tax Liability shown on Stockholders' Representative within five (5) days of the Balance Sheet receipt of each Project Buckeye Corporation at such refund. The Company acknowledges and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions agrees that such 1997 federal income tax return will (i) be prepared in the ordinary course of business through business; (ii) not include any carryback of deductions or losses incurred in 1998 or otherwise seek a cash refund in excess of $500,000; and (iii) be subject to the Closing Date in accordance with the past practice Buyer's review and custom of the Project Buckeye Corporationsapproval (which approval shall not be reasonably withheld).

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser The Shareholder shall jointly prepare or cause to be prepared, prepared and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree filed all Tax Returns for each Project Buckeye Corporation of the Company and its respective Subsidiaries for all periods ending on or prior to the Closing Date which Tax Returns are filed after the Closing Date. The Purchaser shall be prepared in accordance with reimbursed by the past practice and customs Shareholder for Taxes of the Project Buckeye Corporation unless such past practice Company and customers are clearly erroneous. Purchasers shall cause each of its respective Subsidiaries with respect to all Tax periods ending on or before the Buckeye Corporations to sign any claim or election relating to any such Tax Return as jointly agreed by Purchaser and Seller. The Seller and the Purchaser shall use all reasonable endeavours to agree on the form of the Tax Returns to be submitted to the relevant tax authority and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns Closing Date within fifteen (15) days after receipt payment by the Purchaser or the Company or any Subsidiary of a bill xxxm relevant Purchaser for such Taxes Taxes, except to the extent such Taxes are not were reflected in the reserve for Tax Liability shown as a liability on the Balance Sheet Final Working Capital Schedule and taken into account as an adjustment to the Purchase Price. For the avoidance of each Project Buckeye Corporation at doubt, Shareholder shall include the income of Company and its Subsidiaries (including any deferred items triggered into income by Reg. §1.1502-13 and any excess loss account taken into income under Reg. §1.1502-19) on Shareholder’s consolidated U.S. federal income Tax Returns for all periods through the end of the Closing Date and pay any U.S. federal income Taxes attributable to such income. Company and its Subsidiaries shall furnish Tax information to Shareholder for inclusion in Shareholder’s U.S. federal consolidated income Tax Return for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through period that includes the Closing Date in accordance with Company’s past custom and practice. The income of Company and its Subsidiaries shall be apportioned to the past practice period up to and custom including the Closing Date and the period after the Closing Date by closing the books of Company and its Subsidiaries as of the Project Buckeye Corporationsend of the Closing Date. The Shareholder shall provide the Purchaser with copies of any Tax Returns to be filed by the Shareholder pursuant to this at least ten (10) days prior to the due date thereof (giving effect to any extensions thereto), provided that for any unitary Tax Returns only that portion related to the Company shall be provided to the Purchaser. The Purchaser shall have the right to review and comment on such Tax Returns prior to the filing of such Tax Returns.

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser shall jointly prepare or cause to be prepared, on a basis consistent with prior Tax Returns, and timely file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree timely filed all Tax Returns for each Project Buckeye Corporation the SIGNAL Companies for all Tax periods ending on or prior to the Closing Date which are required to be filed on or after the Closing Date. Purchaser shall permit Sellers to review such Tax Returns not less than thirty (30) days prior to the filing of such Tax Returns and Purchaser shall make or cause to be made such revisions to such Tax Returns as are reasonably requested by Sellers and shall cause such Tax Returns to be filed as so revised. For this purpose, any such requested revision that is not inconsistent with prior practice and that would not subject any SIGNAL Company or Tax Return preparer to penalties shall be prepared in accordance with the past practice and customs of the Project Buckeye Corporation unless such past practice and customers are clearly erroneousdeemed reasonable. Purchasers Purchaser shall timely pay or cause each of the Buckeye Corporations SIGNAL Company to sign any claim or election relating to timely pay all Taxes reflected as being payable by such SIGNAL Company on any such Tax Return as jointly agreed by Purchaser and Seller. The Seller and Sellers shall indemnify the Purchaser shall use all reasonable endeavours to agree on the form of the Tax Returns to be submitted to the relevant tax authority and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns applicable SIGNAL Company within fifteen (15) days after the later of (i) payment by Purchaser or the SIGNAL Companies of such Taxes and (ii) Sellers' receipt of a bill xxxm relevant Purchaser for notice that such Taxes have been paid, to the extent such Taxes are not reflected in the reserve for Tax Liability liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on in the Balance Sheet of each Project Buckeye Corporation at and for the fiscal years ended March 31, 1998 Financial Statements as adjusted for operations and transactions in the ordinary course of business since the ending date of such Financial Statements through the Closing Date in accordance with the past practice and custom of the Project Buckeye Corporationspractice.

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser The Buyer shall jointly prepare or cause to be prepared, prepared and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree filed all Income Tax Returns for each Project Buckeye Corporation the Company for all periods ending on or prior to the Closing Date which are required to be filed after the Closing Date. Buyer shall permit the Stockholder Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns shall be prepared in accordance as are reasonably requested by the Stockholder Representative to the extent that any requested changes to the Tax Returns are consistent with the past practice and customs of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause each Company or have substantial authority within the meaning of Section 6662 of the Buckeye Corporations to sign any claim or election relating to any such Code. The Stockholder Representative shall have not more than thirty (30) days following its receipt of a draft Income Tax Return as jointly agreed by Purchaser for the taxable year ending on the Closing Date to review and Sellermake comments thereon. The Seller and Stockholder Representative shall have the Purchaser right to approve, in its sole discretion, the filing of any amended return for any Tax period ending on or prior to the Closing Date for which the Company does not have a legal obligation to file. Notwithstanding Section 7.01 of this Agreement, the Stockholders shall use all reasonable endeavours to agree on the form have no indemnification obligation for any Tax Return filed in violation of the Tax Returns to be submitted preceding sentence. The Stockholders shall advance funds to the relevant tax authority and both parties agree Buyer for Taxes of the Company, if any, with respect to such periods, to the extent that such agreement Taxes were not paid on or consent shall not be unreasonably withheld or delayed. If before the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being preparedClosing Date, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns within fifteen (15) days after receipt notice by the Buyer or the Company stating the amount of a bill xxxm relevant Purchaser for such Taxes to and the extent date on which such Taxes are not reflected in the reserve for Tax Liability shown on the Balance Sheet due; PROVIDED HOWEVER that no Stockholder shall be required to pay more than his, her or its Allocable Percentage of each Project Buckeye Corporation at and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with the past practice and custom of the Project Buckeye Corporationssuch Taxes.

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser shall jointly prepare (or cause to be prepared, ) and file (or cause to be filed, and negotiate and agreed or caused to be negotiated and agree ) all Tax Returns for each Project Buckeye Corporation the Acquired Companies or in which the Acquired Companies are required to be included for all periods ending on or prior to the Closing Date which that are filed after the Closing. Seller shall be able to use employees of the Acquired Companies free of charge to help with the preparation of such Tax Returns, but Seller shall bear any expenses for any third parties that Seller contracts to help in the preparation of such Tax Returns. Seller shall use reasonable efforts to deliver each such Tax Return, in a form ready to be filed, to Buyer, for review and comment, at least 20 Business Days before the due date (including extensions) of any such Tax Return. Buyer at its expense shall prepare (or cause to be prepared) and file (or cause to be filed) all Straddle Period Tax Returns for the Acquired Companies, and such Straddle Returns shall be prepared consistent with prior practices of the Acquired Companies if such prior practices are consistent with applicable Law, provided, however, any Straddle Period Tax returns for any joint venture which is treated as a partnership for U.S. federal income Tax purposes (or any corresponding or similar provision of state or local Tax Law) shall be filed in accordance with the past practice terms of each applicable joint venture agreement in accordance with prior practices and customs otherwise applicable Tax Law. Buyer shall use reasonable efforts to deliver each such Straddle Period Tax Returns, in a form ready to be filed, to Seller for review and comment, at least 20 Business Days before the due date (including extensions) of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause each of the Buckeye Corporations to sign any claim or election relating to any such Straddle Period Tax Return as jointly agreed Returns. Buyer shall make any changes suggested by Purchaser and Seller. The Seller and the Purchaser shall use all reasonable endeavours to agree on the form of the Tax Returns to be submitted to the relevant tax authority and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns within fifteen (15) days after receipt of a bill xxxm relevant Purchaser for such Taxes to the extent such Taxes changes are not reflected in the reserve for Tax Liability shown on the Balance Sheet of each Project Buckeye Corporation at and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with the past prior practice and custom of the Project Buckeye CorporationsCompanies and are in accordance with applicable Law. For all Tax Returns for which it is responsible under this Section 7.4, (a) Seller shall notify Buyer of any respect in which such Tax Returns will be not consistent with prior practice of the Acquired Companies, and (b) shall consider in good faith all comments submitted by Buyer. For all returns for which it is responsible under this Section 7.4, Buyer shall notify Seller of any respect in which such Tax Returns will be not consistent with prior practice of the Acquired Companies, and (b) shall consider in good faith all comments submitted by Seller.

Tax Periods Ending on or Before the Closing Date. Seller (i) Buyer and Purchaser Sellers agree that for Tax purposes the books and records of each of the SAI Entities shall jointly be closed on the Closing Date. For any taxable period of either of the SAI Entities that ends on or before the Closing Date (the “Previous Tax Period”), the Parent Shareholders shall, at their sole cost and expense, timely prepare or cause and timely file with the appropriate Taxing Authority all Tax Returns, reports and forms required to be preparedfiled by or on behalf of the SAI Entities (the “Previous Period Returns”). Except as expressly set forth below, the Parent Shareholders shall be responsible for the payment of all Taxes for such Previous Tax Periods to the extent not paid or provided for in the Financial Statements. The Parent Shareholders shall furnish to Dendrite for its consent, which consent shall not be unreasonably withheld, copies of each Previous Period Return prior to filing. If Dendrite does not object within ten (10) business days of receipt of such Previous Period Returns, Dendrite shall be deemed to consent to such Previous Period Returns and the Parent Shareholders shall file same with the appropriate Taxing Authority. The Parent Shareholders agree to file, or cause to be filed, and negotiate and agreed or caused to be negotiated and agree all Tax Returns Returns, reports and forms for each Project Buckeye Corporation for all periods ending any Previous Tax Period on or prior the basis that the relevant taxable period ended as of the close of business on the Closing Date. The Parent Shareholders shall, to the Closing Date which extent required by applicable law, include any income, gain, loss, deduction or other Tax Returns shall be prepared items for such Previous Tax Periods on their individual income tax returns in accordance a manner consistent with the past practice Schedule K-1‘s for such Previous Tax Periods. (ii) Notwithstanding anything to the contrary set forth in Section 6.6(a)(i), Dendrite shall, at its sole cost and customs expense, prepare the portion of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause each of the Buckeye Corporations to sign any claim or election relating to any such Tax Return as jointly agreed by Purchaser and Seller. The Seller and the Purchaser shall use all reasonable endeavours to agree on the form of the Tax Returns to be submitted filed by the Company with the Taxing Authorities of any state or local jurisdiction for the Previous Tax Period which ends on the Closing Date on a pro forma basis (the “Pro Forma S&L Returns”) which reports the tax consequences of the Closing of the Transactions and the Taxes due, if any, to such Taxing Authorities which relate to the relevant tax authority and both parties agree that such agreement or Transactions (the “S&L Taxes”). Dendrite shall furnish to the Parent Shareholders for their consent, which consent shall not be unreasonably withheld or delayedwithheld, a copy of the Pro Forma S&L Returns not less than sixty (60) days prior to filing of the Previous Period Returns which will report the Tax consequences of the Transactions. If the Seller and the Purchaser are unable to agree to the form of a Tax Return Parent Shareholders do not object within 30 ten (10) business days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns within fifteen (15) days after receipt of a bill xxxm relevant Purchaser for Pro Forma S&L Returns, the Parent Shareholders shall be deemed to consent to such Taxes Pro Forma S&L Returns and the Parent Shareholders shall cause the Previous Period Returns that they are required to file pursuant to Section 6.6(a)(i) to reflect the extent such Taxes are not reflected Tax consequences of the Transactions in the reserve for Tax Liability shown on manner set forth in the Balance Sheet of each Project Buckeye Corporation at and Pro Forma S&L Returns. Dendrite shall be responsible for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in payment of all S&L Taxes. (iii) Neither Dendrite nor the ordinary course Parent Shareholders shall cause the statute of business through the Closing Date in accordance limitations to be extended with the past practice and custom respect to any Previous Period Returns of the Project Buckeye CorporationsCompany without the express written consent of the other party.

Tax Periods Ending on or Before the Closing Date. Seller For the avoidance of doubt, the Parties hereto agree that the taxable year of the Company, as a subchapter S corporation, shall terminate and Purchaser shall jointly prepare or cause end at the end of the Closing Date for federal income tax purposes (and to be preparedthe extent applicable, for state and local tax purposes as well), and file that all items of income, gain, deduction, or cause loss recognized after the Closing Date shall be included by the Company and the Buyer in the Buyer’s consolidated federal income tax return (and to be filedthe extent applicable, in the Buyer’s tax return for state and negotiate and agreed local tax purposes as well). For the avoidance of doubt, the Parties hereto agree that all expenses paid or caused to be negotiated and agree all Tax Returns for each Project Buckeye Corporation for all periods ending accrued by the Company on or prior to the Closing Date which Tax Returns shall be prepared reflected on the Company’s final subchapter S tax return and will be reflected in accordance with the past practice and customs calculation of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause each of the Buckeye Corporations to sign any claim or election relating to any such Tax Return as jointly agreed by Purchaser and SellerActual Working Capital. The Seller shall, at her expense, prepare or cause to be prepared and timely file or cause to be filed all Tax Returns for the Purchaser Company for all periods which end on or before the Closing Date; provided, however, that Buyer shall use all reasonable endeavours have the right to agree review and approve such Tax Returns prior to filing. To the extent permitted by applicable law, Seller shall include any income, gain, loss, deduction or other tax items for such periods on Seller’s Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to Seller for such periods. With respect to any Tax year beginning before and ending after the Closing Date (a “Straddle Year”), the portion of such Tax related to the period ending on the form of Closing Date (the Tax Returns to be submitted to the relevant tax authority and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question “Pre-Closing Period”) shall be referred deemed to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales be: (a) in the case of Taxes other than income Taxes, franchise Taxes (as determined by reference to income) and sales and use Taxes, equal to the Buckeye Corporations amount of such Taxes for the entire Straddle Year multiplied by a fraction the numerator of which is the number of days during the Straddle Year that are resident in the United Kingdom for tax purposes Pre-Closing Period and the President denominator of which is the American Institution number of Certificate Public Accountants days in the Straddle Year; and (b) in the case of income Taxes, franchise Taxes (as determined by reference to income) and sales and use Taxes, as determined from the Buckeye Corporations which are resident books and records of the Company as though the taxable year of the Company terminated at the close of business on the Closing Date and based on accounting methods, elections, and conventions that do not have the effect of distorting income and expenses. The closing of the books and records of the Company for purposes of apportionment of Taxes between the Pre-Closing Period and the period after Closing shall take into account any recording of Tax liability arising from any adjustments made (or that should be made under principles of accounting) to any books or financial statement as of the Closing Date in connection with the United States for taxation purposes. Such person shall act as an expert Closing (including, without limitation, any Tax relating to distributions of property by the Company to the Seller occurring prior to or on the Closing Date, the Section 338(h)(10) Election and save built-in the case of manifest error his determination gains Taxes) and such adjustments shall be binding on both partiesallocable in their entirety to the Pre-Closing Period. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . The Seller shall pay reimburse the Buyer for any Taxes of the Company applicable to Purchasers all Taxes shown to be due on such Tax Returns the Pre-Closing Period paid by the Buyer within fifteen (15) days after receipt payment by Buyer or the Company of a bill xxxm relevant Purchaser for such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the Balance Sheet of each Project Buckeye Corporation at and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with the past practice and custom of the Project Buckeye CorporationsTaxes.

Tax Periods Ending on or Before the Closing Date. Seller (i) Sellers shall prepare and Purchaser timely file or shall jointly prepare or cause to be prepared, prepared and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree timely filed all Tax Returns for each Project Buckeye Corporation of the Companies for all periods Pre-Closing Tax Periods (each a “Seller Return”), including the U.S. federal and state income tax returns for the Companies for the taxable period ending on or prior to the Closing Date which Date, and shall pay any Taxes shown as due on such Tax Returns Returns. Each Seller Return shall be prepared in accordance with applicable Laws and past practice, Section 9.1(a) and the past practice Final Allocation (to the extent relevant). Sellers shall permit KeyStone and customs Buyer 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 KeyStone and Buyer. (ii) Buyer shall prepare or cause to be prepared and timely file or cause to be filed all Tax Returns of the Project Buckeye Corporation unless Companies for all Straddle Periods (“Straddle Period Tax Returns”). Buyer shall permit Sellers a reasonable opportunity to review each such past practice Straddle Period Tax Return at least thirty (30) days prior to filing and customers are clearly erroneous. Purchasers shall cause each consider in good faith all comments reasonably proposed by Sellers. (iii) The Companies shall pay the amount of all unpaid Taxes of the Buckeye Corporations to sign any claim or election relating to any such Tax Return as jointly agreed by Purchaser and Seller. The Seller and the Purchaser shall use all reasonable endeavours to agree on the form of the Tax Returns to be submitted to the relevant tax authority and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes Companies shown to be due on each Straddle Period Tax Return; provided, however, that within five (5) Business Days following such Tax Returns within fifteen payment, or five (155) days after receipt of a bill xxxm relevant Purchaser for such Taxes to Business Days before the extent date such Taxes are not reflected in due (whichever is earlier), Sellers shall pay to KeyStone the reserve for Tax Liability shown on amount of such unpaid Taxes attributable to the Balance Sheet of each Project Buckeye Corporation at and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with the past practice and custom pre-closing portion of the Project Buckeye CorporationsStraddle Period (as determined under Section 9.1(e)).

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser shall jointly The Shareholder Representative shall, at the Shareholder Representative’s expense, prepare or cause to be prepared, prepared and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree filed all Tax Returns for each Project Buckeye Corporation required to be filed by the Company (including such Tax Returns filed pursuant to any valid extension of time to file and any amendments thereto) for all periods ending on or prior Pre-Closing Periods (“Pre-Closing Period Tax Returns”), and the Shareholders shall be liable for all Taxes with respect to the such Pre-Closing Date which Period Tax Returns (and any other Taxes attributable to a Pre-Closing Period). Such Tax Returns shall be prepared in accordance on a basis consistent with the past practice prior Tax Returns for the Company. The Shareholder Representative shall permit Acquiror to review and customs of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause comment on each of the Buckeye Corporations to sign any claim or election relating to any Pre-Closing Period Tax Return at least 30 days before such Tax Return as jointly agreed is required to be filed and shall consider in good faith any comments provided by Purchaser and SellerAcquiror. The Seller and Acquiror shall cause the Purchaser shall use all reasonable endeavours to agree on Surviving Company, at the form expense of the Surviving Company, to prepare and file, or cause to be prepared and filed all Tax Returns to be submitted to the relevant tax authority and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom Surviving Company for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding all taxable periods beginning on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns within fifteen (15) days or after receipt of a bill xxxm relevant Purchaser for such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the Balance Sheet of each Project Buckeye Corporation at and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance (“Post-Closing Periods”) (such Tax Returns, “Post-Closing Period Tax Returns”), and the Surviving Company shall pay, or cause to be paid, all Taxes with the past practice and custom of the Project Buckeye Corporationsrespect to such Post-Closing Period Tax Returns.

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser Parent shall jointly prepare or cause to be prepared, prepared and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree filed all Malaysian income Tax Returns for each Project Buckeye Corporation the Company for all periods ending on or prior to the Closing Date or for which the date of measurement for such Tax Returns occurs on or prior to the Closing Date which are filed after the Closing Date (any such period, a “Pre-Closing Tax Period”), which shall be reasonably satisfactory to Buyer and the Company, and Buyer shall prepare or cause to be prepared in accordance with the past practice and customs of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers file or cause to be filed all Tax returns (other than Malaysian income Tax returns) for all Pre-Closing Tax Periods, which shall cause each of the Buckeye Corporations be reasonably satisfactory to sign any claim or election relating to any such Tax Return as jointly agreed by Purchaser and Seller. The Seller and the Purchaser shall use all reasonable endeavours Parent. Subject to agree on the form of the Tax Returns to be submitted to the relevant tax authority Seller’s and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being preparedParent’s reimbursement obligations with respect thereto, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller Company shall pay to Purchasers all Taxes shown on all Tax Returns for any Pre-Closing Tax Period. Buyer shall provide, or shall cause the Company to provide, any documents reasonably requested by Seller or Parent in order to enable Seller and Parent to complete such Malaysian income Tax Returns. Seller and Parent shall permit Buyer to review and comment on each such Malaysian income Tax Return described in this Section 11.4(a) prior to filing. Seller and Parent shall reimburse Buyer and the Company for, and shall indemnify and hold Buyer and the Company harmless against and from, all Taxes of the Company with respect to any Pre-Closing Tax Periods within fifteen (15) days prior to any payment by Buyer or the Company of such Taxes and Buyer shall pay or cause to be due on such paid to Seller any refund of any Taxes with respect to any Pre-Closing Tax Returns Periods within fifteen (15) days after receipt of a bill xxxm relevant Purchaser for such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the Balance Sheet of each Project Buckeye Corporation at and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with the past practice and custom of the Project Buckeye Corporationsrefund.

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser (i) Buyer shall jointly prepare or cause to be prepared, prepared and file or cause to be filed, at Buyer's cost and negotiate and agreed or caused to be negotiated and agree expense, all Tax Returns other than income Tax Returns for each Project Buckeye Corporation the Companies described in Section 6.12(a)(ii) below for all periods ending on or prior to the Closing Date which Tax Returns are filed after the Closing Date. Buyer shall be prepared in accordance with permit the past practice Sole Stockholder to review and customs of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause comment on each of the Buckeye Corporations to sign any claim or election relating to any such Tax Return as jointly agreed by Purchaser and Sellerdescribed in the preceding sentence prior to filing. The Seller and the Purchaser Sole Stockholder shall use all reasonable endeavours to agree on the form reimburse Buyer for any Taxes of the Tax Returns Companies with respect to be submitted to the relevant tax authority and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns periods within fifteen (15) days after receipt payment by Buyer or the Companies of a bill xxxm relevant Purchaser for such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability Liabilities shown on the Balance Sheet of each Project Buckeye Corporation at SCHEDULE 3.8 hereof. (ii) The Sole Stockholder shall prepare or cause to be prepared and file or cause to be filed all income Tax Returns for the fiscal years ended March 31Companies (including, 1998 as adjusted without limitation, the Company's final federal Form 1120S, U.S. Income Tax Return for operations an S Corporation, and transactions in the ordinary course of business through any related state income Tax Return) for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Sole Stockholder shall permit Buyer to review and comment on each such Tax Return described in accordance the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Buyer. To the extent required by applicable law, the Sole Stockholder shall include any income, gain, loss, deduction or other tax items for such periods on his Tax Returns in a manner consistent with the past practice Schedule K-1s relating to such income Tax Returns for such periods. (iii) The Buyer shall prepare or cause to be prepared and custom file or cause to be filed any Tax Returns for the Companies for all periods beginning on or after the Closing Date, including, without limitation, the final income Tax Returns, if any, of the Project Buckeye CorporationsCompanies that may be required to be filed prior to the merger or liquidation of the Companies into the Buyer.

Tax Periods Ending on or Before the Closing Date. Seller and Purchaser (a) The Company shall jointly prepare or cause to be prepared, and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree all Tax Returns with respect to the Company and its Subsidiaries for each Project Buckeye Corporation for all Tax periods ending on or prior to the Closing Date which and required to be filed on or prior thereto, including any amended Tax Returns with respect to such periods (the “Pre-Closing Returns”). Such Tax Returns shall be prepared in accordance with the Company’s past practice practices unless otherwise required by applicable Law. Buyer shall not amend any Pre-Closing Return without the prior written consent of Sellers. Buyer shall prepare or cause to be prepared, and customs file or cause to be filed, all Tax Returns with respect to the Company and its Subsidiaries for taxable periods ending on or prior to the Closing Date and required to be filed thereafter (the “Prior Period Returns”). Such Tax Returns shall be prepared in accordance with the Company’s past practices unless otherwise required by applicable Law. Buyer shall permit Sellers’ Representative to review and comment on each such Prior Period Return and the portion of any Tax Return filed by the Company (or any Affiliate of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause each of the Buckeye Corporations to sign any claim or election Company) relating to any the Annex Transaction (including the merger contemplated thereby) prior to filing, and such Tax Return as jointly agreed by Purchaser and Seller. The Seller and the Purchaser shall use all reasonable endeavours to agree on the form of the Tax Returns to be submitted to the relevant tax authority and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement portions of any Tax Return, such dispute as applicable, will be revised to reflect the reasonable comments of the Sellers’ Representative. Buyer shall not amend any Prior Period Return without the prior written consent of Sellers’ Representative, except as expressly required by a taxing authority. The Company shall timely pay, or cause to be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers paid, all Taxes with respect to the Company shown to be due on such Tax Pre-Closing Returns and Prior Period Returns; provided, however, that within fifteen (15) days after receipt the date on which Buyer pays or causes to be paid any Taxes of a bill xxxm relevant Purchaser for the Company as shown to be due on any Prior Period Returns, Sellers shall severally pay to Buyer the amount of such Taxes, provided, that with respect to non-Income Taxes, Sellers shall severally pay to Buyer the amount by which such non-Income Taxes exceed the amount accrued therefore on the NWC Closing Statement, as finally determined. (b) The purchase of the Annex Stock pursuant to the extent such Taxes are not reflected in Annex Transaction shall be reported on all Tax Returns as a qualified stock purchase and the reserve for merger of Annex with and into the Company pursuant to the Annex Transaction shall be reported on any Tax Liability shown on Return filed by the Balance Sheet Company (or any Affiliate of each Project Buckeye Corporation at and the Company) for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through taxable period ending on or before the Closing Date in accordance with the past practice and custom as a transaction qualifying for tax free treatment under Section 332 or 368 of the Project Buckeye CorporationsCode, as the case may be, and in a manner that is adequate to apprise of the nature and amount of such transaction for purposes of Section 6501(e)(1)(a)(ii) of the Code.