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

Tax Periods Ending on or Before the Closing Date. The Partners will prepare or cause to be prepared, and timely file or cause to be timely filed, at the Partners’ sole expense, all Tax Returns of each Acquired Company or with respect to the assets of each Acquired Company for any taxation period ending on or before the Closing Date including but not limited to such Tax Returns that are due after the Closing Date (taking into account extensions). Such Tax Returns will be prepared by treating items on such Tax Returns in a manner consistent with the past practice with respect to such items unless otherwise required by Applicable Law. The Partners Representative will provide to Quanta a draft of each such Tax Return (along with supporting workpapers) at least thirty (30) days prior to the due date for the filing and, in the case of a Tax Return due within thirty (30) days after the Closing Date, as soon as practical before the filing date. Within fifteen (15) days after receipt of the draft of each such Tax Return, or as soon as practical after the receipt of a Tax Return due within thirty (30) days after the Closing, Quanta will notify the Partners Representative of the existence of any objection, specifying in reasonable detail the nature and basis of such objection, to any items set forth on such draft Tax Return. Quanta and the Partners Representative agree to consult and resolve in good faith any such objection, it being agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reasonable and appropriate. The Partners shall timely pay to the appropriate Tax Authority an amount that is equal to the excess, if any, of (x) the aggregate Taxes payable by the Acquired Companies as shown on the Tax Returns over (y) the amount of any estimated payments previously made prior to the Closing Date with respect to the taxable period for which such Taxes relate (such excess amount, the “Pre-Closing Tax Excess Amount”); provided, that no amount shall be included in the computation of the Pre-Closing Tax Excess Amount to the extent that such amount has been included as an asset or liability in the computation of Closing Date NWC. No payment pursuant to this ‎Section 4.5(a) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount taken into account in the Pre-Closing Tax Excess Amount. Promptly after the filing of the Tax Returns, the Partners Representative shall provide to Quanta a copy of such Tax Returns as executed and filed and evidence of any Tax payments made in connection with such Tax Returns.

Tax Periods Ending on or Before the Closing Date. (a) The Partners will Company shall prepare and timely file, or shall cause to be prepared, prepared and timely file or cause to be timely filed, at the Partners’ sole expense, all Tax Returns in respect of each Acquired the Company or with respect any of its Subsidiaries that are required to the assets of each Acquired Company for any taxation period ending be filed on or before the Closing Date including but not limited Date, and shall pay, or cause to such Tax Returns that are be paid, all Taxes of the Company and its Subsidiaries due after on or before the Closing Date (taking into account extensions)Date. Such Tax Returns will shall be prepared by treating items on such Tax Returns in a manner consistent with the past practice practices of the Company and its Subsidiaries, as applicable, with respect to such items unless otherwise items, except as required by Applicable Law. The Partners Representative will provide to Quanta a draft of each such Tax Return At least ten (along with supporting workpapers) at least thirty (3010) days prior to filing any such Tax Return, the due date Company shall submit a copy of such Tax Return to Parent for Parent’s review and comment, and the Company shall incorporate any reasonable comments in good faith. (b) Parent shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the filing and, in Acquired Companies for all periods ending on or prior to the case of a Tax Return due within thirty (30) days Closing Date that are filed or required to be filed after the Closing DateDate and for all Straddle Periods. 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, as soon applicable, with respect to such items, except as practical before the filing daterequired by Applicable Law. Within At least fifteen (15) days after receipt of the draft of each prior to filing any such Tax Return, or as soon as practical after the receipt of a Tax Return due within thirty (30) days after the Closing, Quanta will notify the Partners Representative of the existence of any objection, specifying in reasonable detail the nature and basis of such objection, to any items set forth on such draft Tax Return. Quanta and the Partners Representative agree to consult and resolve in good faith any such objection, it being agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reasonable and appropriate. The Partners Parent shall timely pay to the appropriate Tax Authority an amount that is equal to the excess, if any, of (x) the aggregate Taxes payable by the Acquired Companies as shown on the Tax Returns over (y) the amount of any estimated payments previously made prior to the Closing Date with respect to the taxable period for which such Taxes relate (such excess amount, the “Pre-Closing Tax Excess Amount”); provided, that no amount shall be included in the computation of the Pre-Closing Tax Excess Amount to the extent that such amount has been included as an asset or liability in the computation of Closing Date NWC. No payment pursuant to this ‎Section 4.5(a) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount taken into account in the Pre-Closing Tax Excess Amount. Promptly after the filing of the Tax Returns, the Partners Representative shall provide to Quanta submit a copy of such Tax Returns as executed Return to the Securityholder Representative for review and filed approval, which approval shall not be unreasonably withheld, conditioned or delayed, and evidence Parent shall incorporate any reasonable comments of the Securityholder Representative in good faith. Subject to Section 7.02 and pursuant to |US-DOCS\123754940.16|| Article 10 but without limiting any Tax payments made of Parent’s rights under Article 10, to the extent not already taken into account in connection with Indebtedness, Parent may recover from the Escrow Fund an amount equal to such Tax ReturnsTaxes of the Acquired Companies for such periods.

Tax Periods Ending on or Before the Closing Date. The Partners will Securityholders’ Representative shall prepare or cause to be prepared, prepared and timely file or cause to be timely filed, at the Partners’ sole expense, filed all Tax Returns of each Acquired Company or with respect to the assets of each Acquired Company for any taxation period taxable periods ending on or before the Closing Date including but (“Pre-Closing Taxable Periods”) that have not limited been filed prior to the Closing Date, including, without limitation, Form 4466 (if applicable), and the Securityholders’ Representative shall be permitted to amend any Tax Return for any Pre-Closing Tax Period to carry-back any loss arising with respect to the taxable period ending on the Closing Date. The Securityholders’ Representative shall permit the Buyer 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 that as are due after reasonably requested by the Buyer. The Buyer shall not amend any Tax Return for any Pre-Closing Date (taking into account extensions)Tax Period or extend the statute of limitations period in respect of any such Tax Return without the written consent of the Securityholders’ Representative, which shall not be unreasonably withheld, conditioned or delayed. Such All Tax Returns will to be prepared by treating items on such Tax Returns or for the Securityholders’ Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice with respect to such items unless of the Company, except as otherwise required by Applicable Lawlaw, except that the Tax Returns to be filed by the Securityholders’ Representative shall request refunds of all overpaid Tax amounts rather than applying such overpayments to a subsequent taxable period. The Partners Representative will provide Securityholders shall be responsible for all Taxes of the Company for all Pre-Closing Taxable Periods including, without limitation, Taxes resulting from any Contest, and shall pay to Quanta a draft (or as directed by) the Company any Taxes of each the Company for all Pre-Closing Taxable Periods except to the extent that such Tax Return Taxes are taken into account in the final determination of Net Working Capital. Such payments shall be made no later than five (along with supporting workpapers5) at least thirty (30) days Business Days prior to the due date for the filing and, in the case of a Tax Return due within thirty (30) days after the Closing Date, as soon as practical before the filing date. Within fifteen (15) days after receipt of the draft of each paying such Tax Return, or as soon as practical after the receipt of a Tax Return due within thirty (30) days after the Closing, Quanta will notify the Partners Representative of the existence of any objection, specifying in reasonable detail the nature and basis of such objection, to any items set forth on such draft Tax Return. Quanta and the Partners Representative agree to consult and resolve in good faith any such objection, it being agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reasonable and appropriate. The Partners shall timely pay to the appropriate Tax Authority an amount that is equal to the excess, if any, of (x) the aggregate Taxes payable by the Acquired Companies as shown on the Tax Returns over (y) the amount of any estimated payments previously made prior to the Closing Date with respect to the taxable period for which such Taxes relate (such excess amount, the “Pre-Closing Tax Excess Amount”); provided, that no amount shall be included in the computation of the Pre-Closing Tax Excess Amount to the extent that such amount has been included as an asset or liability in the computation of Closing Date NWC. No payment pursuant to this ‎Section 4.5(a) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for to the periods covered by such Tax Returns exceeds the amount taken into account in the Pre-Closing Tax Excess Amount. Promptly after the filing of the Tax Returns, the Partners Representative shall provide to Quanta a copy of such Tax Returns as executed and filed and evidence of any Tax payments made in connection with such Tax Returnsrelevant tax authority.

Tax Periods Ending on or Before the Closing Date. The Partners will prepare Company or cause to be preparedthe Shareholders’ Representative, and on behalf of the Company or the Surviving Corporation (as the case may be), shall timely file or cause (including without limitation extensions of time to be timely filed, at the Partners’ sole expense, file) all federal and state income Tax Returns of each Acquired for the Company for taxable periods ending on or with respect prior to the assets Closing Date and have paid or will pay all Taxes attributable to such periods (the “Short Period Returns”). Such returns will be prepared and filed in accordance with applicable Laws and in a manner consistent with past practices and shall be subject to review by SafeNet within a reasonable period of each Acquired time prior to the filing thereof. The Shareholders’ Representative and SafeNet shall direct the Escrow Agent to sell Escrow Shares to obtain funds to pay to the Shareholders’ Representative an amount equal to the portion of Company for any taxation Taxes reported on such Tax Returns that relate to the portion of such taxable period ending on or before the Closing Date including but that were not limited paid before the Closing Date and that were not reserved for on the Closing Date Balance Sheet (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income), except to the extent that such Taxes (A) are allowable and recoverable costs for inclusion in the costs of agreements with Tax authorities, or (B) arise as a result of an election under Section 338(h)(10) of the Code or any analogous provision of state or local law (each such election, a “Section 338 Election”) and would not have been incurred by the Company or the Surviving Corporation had the Section 338 Election not been made. SafeNet shall pay to the Shareholders’ Representative an amount equal to the portion of Company Taxes reported on such Tax Returns that are due after relate to the portion of such taxable period ending on or before the Closing Date that (taking into account extensionsx) were reserved for on the Closing Date Balance Sheet (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income), (y) are allowable and recoverable costs for inclusion in the costs of agreements with Tax authorities, or (z) arise as a result of a Section 338 Election and would not have been incurred by the Company or the Surviving Corporation had the Section 338 Election not been made. Such Tax Returns will Prior to filing any Short Period Return, the Shareholder Representative shall afford SafeNet a reasonable opportunity to review the proposed form of any Short Period Return and comment thereon. Amounts payable by SafeNet under this Section 6.6(a)(i) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practice with respect to such items unless otherwise required by Applicable Law. The Partners Representative will provide to Quanta a draft of each such Tax Return (along with supporting workpapers) at least thirty (30) days prior paid to the due date for the filing and, in the case of a Tax Return due Shareholders’ Representative within thirty (30) days after the Closing Date, as soon as practical before the filing date. Within fifteen (15) days after receipt of the draft of each such Tax Return, or as soon as practical after the receipt of a Tax Return due within thirty (30) days after the Closing, Quanta will notify the Partners Representative proposed form of the existence of any objection, specifying in reasonable detail the nature and basis of such objection, Short Period Return to any items set forth on such draft Tax Return. Quanta and the Partners Representative agree to consult and resolve in good faith any such objection, it being agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reasonable and appropriate. The Partners shall timely pay to the appropriate Tax Authority an amount that is equal to the excess, if any, of (x) the aggregate Taxes payable by the Acquired Companies as shown on the Tax Returns over (y) the amount of any estimated payments previously made prior to the Closing Date with respect to the taxable period for which such Taxes relate (such excess amount, the “Pre-Closing Tax Excess Amount”); provided, that no amount shall be included in the computation of the Pre-Closing Tax Excess Amount to the extent that such amount has been included as an asset or liability in the computation of Closing Date NWC. No payment pursuant to this ‎Section 4.5(a) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount taken into account in the Pre-Closing Tax Excess Amount. Promptly after the filing of the Tax Returns, the Partners Representative shall provide to Quanta a copy of such Tax Returns as executed and filed and evidence of any Tax payments made in connection with such Tax Returnsrelates.

Tax Periods Ending on or Before the Closing Date. The Partners will prepare (A) Buyer (at its expense) shall prepare, or cause to be prepared, and timely file file, or cause to be timely filed, at the Partners’ sole expense, filed all Tax Returns of each the Acquired Company or with Companies and of Parent which are required to be filed after the Closing Date. With respect to any such Tax Return that covers a Pre-Closing Tax Period and for which Buyer may seek indemnification pursuant to Article X, Buyer shall: (1) in the assets case of each Acquired the Company’s U.S. federal income Tax Return (Form 1065), prepare the Schedule K-1s relating to the Company’s U.S. federal income Tax Return (Form 1065) (and any Schedule K-1s or similar schedules required by any other Taxing Authority) in a manner that reflects the allocation of taxable items set forth under the Company for any taxation period ending on LLC Agreement and consistent with past practice, except as otherwise required by applicable Law or before the Closing Date including but not limited to fact; (2) provide a draft copy of such Tax Returns that are due after to both of the Closing Date (taking into account extensions). Such Tax Returns will be prepared by treating items on such Tax Returns in a manner consistent with the past practice with respect to such items unless otherwise required by Applicable Law. The Partners Representative will provide to Quanta a draft of each such Tax Return (along with supporting workpapers) Representatives at least thirty (30) days prior to Buyer’s chosen timely filing date (including extensions) for such Tax Returns; and (3) reasonably consider in good faith any and all comments provided by the due date Representatives to the Buyer with respect to such Tax Returns. To the extent required by applicable Law and subject to the rights (set forth above) of the Representatives to review and comment on the related relevant Tax Returns, the Madison Group Sellers and Parent shall include income, gain, loss, deduction or other tax items attributable to the operations of the Company that arises from any Pre-Closing Tax Period (“Pre-Closing Income”) on their respective Tax Returns in a manner consistent with their allocable share of Pre-Closing Income set forth on their respective Schedule K-1s or other Tax reporting documents attributable to their pre-Closing ownership of the Company (and indirect ownership of the Subsidiaries of the Company) (with respect to each Madison Group Seller and Parent, its “Allocable Share”) and as shall be furnished to the Madison Group Sellers and Parent by the Buyer or Company for such periods; provided, that with respect to Parent’s Allocable Share of Pre-Closing Income, the filing andParent Shareholders shall be obligated (subject to the rights (set forth above) to the Parent Shareholders’ Representative to review and comment on the related relevant Tax Returns), in to remit the case amount of a Tax Return due within thirty (30) days after the Closing DateTaxes incurred by Parent, as soon as practical before a result of Parent’s Allocable Share of Pre-Closing Income, to the filing date. Within Buyer within fifteen (15) days after receipt of receiving: (Y) written notice from the Buyer of the draft amount to be remitted, and (Z) the relevant Schedule K-1s or other Tax reporting document that reflects the Parent’s Allocable Share of each such Tax Return, Pre-Closing Income. (B) Neither the Buyer nor any of its Affiliates shall (or as soon as practical after the receipt of a Tax Return due within thirty (30) days after the Closing, Quanta will notify shall cause or permit the Partners Representative of the existence of any objection, specifying in reasonable detail the nature and basis of such objection, to any items set forth on such draft Tax Return. Quanta and the Partners Representative agree to consult and resolve in good faith any such objection, it being agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reasonable and appropriate. The Partners shall timely pay to the appropriate Tax Authority an amount that is equal to the excess, if any, of (x) the aggregate Taxes payable by Parent or the Acquired Companies as shown on the to) (1) amend, refile or otherwise modify any Tax Returns over (y) of the amount of any estimated payments previously made prior to Acquired Companies or the Closing Date with respect to the taxable period for which such Taxes relate (such excess amount, the “Parent that cover a Pre-Closing Tax Excess Amount”); provided, that no amount shall be included in the computation Period or (2) make any Tax election with respect to any of the Acquired Companies or the Parent that has a retroactive effect to any Pre-Closing Tax Excess Amount to Period, in each case without the extent that such amount has been included as an asset prior written consent (which shall not be unreasonably withheld, conditioned, delayed or liability in the computation denied) of Closing Date NWC. No payment pursuant to this ‎Section 4.5(a) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount taken into account in the Pre-Closing Tax Excess Amount. Promptly after the filing both of the Tax Returns, the Partners Representative shall provide to Quanta a copy of such Tax Returns as executed and filed and evidence of any Tax payments made in connection with such Tax ReturnsRepresentatives.

Tax Periods Ending on or Before the Closing Date. The Partners Sellers will prepare or cause to be prepared, prepared and timely file or cause to be timely filed, at the Partners’ sole expense, filed all Tax Returns of each Acquired Company or with respect to for the assets of each Acquired Company for any taxation period all periods ending on or before prior to the Closing Date including but not limited to such Tax Returns that which are due filed after the Closing Date (taking into account extensions)Date. Such Buyer will provide Sellers reasonable access to information necessary for the preparation of such Tax Returns will be prepared Return described in the preceding sentence prior to filing. To the extent permitted by treating applicable law, Sellers shall include any income, gain, loss, deduction or other tax items for such period on such their Tax Returns in a manner consistent with the past practice Schedule K-1s forwarded by the Company to the Sellers for such periods. Sellers shall reimburse Buyer for Taxes of the Company with respect to such items unless otherwise required by Applicable Law. The Partners Representative will provide to Quanta a draft of each such Tax Return (along with supporting workpapers) at least thirty (30) days prior to the due date for the filing and, in the case of a Tax Return due periods within thirty (30) days after the Closing Date, as soon as practical before the filing date. Within fifteen (15) days after receipt payment by Buyer or the Company of 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 draft Financial Statements. Sellers will submit all Tax Returns prepared pursuant to this Section 7.1 to Buyer for Buyer’s review and approval prior to filing such Tax Returns by Sellers. If Buyer has any objections to the positions proposed to be taken by any Seller in any of each such Tax Returns, Buyer will notify the Seller within ten business days of receiving such disputed Tax Return. Buyer and such Seller will then work together in good faith to resolve any such objections. If such objections are not resolved by the Buyer and such Seller within ten business days after the date of Buyer’s written objections, either Buyer or such Seller may submit the disputed Tax Return to the Independent Accountant for resolution of any unresolved dispute. The Independent Accountant will review the disputed Tax Return and all other information reasonably necessary for the Independent Accountant to resolve any such disputes (which information the Parties agree to provide the Independent Accountant upon its request), and then the Independent Accountant will reach a determination of the proper form or substance of the disputed Tax Return. The Independent Accountant will provide the Parties a written copy of its conclusions. The determination and conclusions of the Independent Accountant will be final and binding on the Parties and the Parties agree to not take any position on a Tax Return prepared pursuant to this Section 7.1 inconsistent with the position of the Independent Accountant on such Tax Return, or as soon as practical after . The Parties agree to share the receipt of a Tax Return due within thirty (30) days after the Closing, Quanta will notify the Partners Representative costs of the existence of any objectionIndependent Accountant under this Section 7.1 equally, specifying in reasonable detail with the nature and basis Sellers together bearing one half of such objection, to any items set forth on such draft Tax Return. Quanta costs and the Partners Representative agree to consult and resolve in good faith any such objection, it being agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reasonable and appropriate. The Partners shall timely pay to the appropriate Tax Authority an amount that is equal to the excess, if any, of (x) the aggregate Taxes payable by the Acquired Companies as shown on the Tax Returns over (y) the amount of any estimated payments previously made prior to the Closing Date with respect to the taxable period for which such Taxes relate (such excess amount, the “Pre-Closing Tax Excess Amount”); provided, that no amount shall be included in the computation of the Pre-Closing Tax Excess Amount to the extent that such amount has been included as an asset or liability in the computation of Closing Date NWC. No payment pursuant to this ‎Section 4.5(a) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount taken into account in the Pre-Closing Tax Excess Amount. Promptly after the filing of the Tax Returns, the Partners Representative shall provide to Quanta a copy Buyer bearing one half of such Tax Returns as executed and filed and evidence of any Tax payments made in connection with such Tax Returnscosts.

Tax Periods Ending on or Before the Closing Date. The Partners will prepare or Purchaser acknowledges and agrees that the Representative shall have the exclusive power and authority (i) at the reasonable expense of the Companies, to cause the income Tax Returns for the last separate taxable year of the Group and the Companies ending as a result of the Closing to be preparedprepared and filed in accordance with historic practices and procedures of the Companies and applicable Law, based on a closing of the books of Companies as of immediately before the Closing, provided that the Representative shall afford Purchaser a reasonable opportunity to review the proposed form of any such income Tax Return of the Group and timely the Companies and shall not file any such Tax Return without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, (ii) to control the conduct of the Companies in respect of any tax audit or cause examination and any administrative appeal or litigation relating thereto, to be timely filed, at the Partners’ sole expense, all Tax Returns of each Acquired Company or extent it relates to any Taxes with respect to which the assets Stockholders have an obligation to indemnify the Indemnitees if such Taxes are payable (the costs of each Acquired Company for any taxation period ending on such audit or examination shall be borne by the Companies until the issuance of a notice of deficiency, whereas the costs of any administrative appeal or litigation after the issuance of a notice of deficiency shall be borne by Stockholders), (iii) to determine whether and to what extent to amend any Tax return filed before the Closing Date including but not limited or which is described in the immediately preceding clause (i), and (iv) whether and to what extent the Companies shall extend or waive any statute of limitations for the assessment of any Tax with respect to which the Stockholders have an obligation to indemnify the Indemnitees if such Tax Returns is payable. Purchaser shall have the right to participate in any such tax audit, examination, appeal or litigation (collectively, a “Tax Proceeding”) at Purchaser’s sole expense, and, notwithstanding the immediately preceding sentence, to jointly control with the Representative any such tax proceeding if the amount claimed by the taxing authority in a notice of deficiency would result in a liability to the Companies that are due exceeds the amount of Damages for which Stockholders would be obligated to indemnify the Indemnitees pursuant to ARTICLE 6. In no event shall the Representative settle any such Tax Proceeding without Purchaser’s consent if such settlement would materially adversely affect the Companies or Purchaser with respect to any period after the Closing Date (taking into account extensions). Such Tax Returns will be prepared by treating items or result in any material liability on such Tax Returns in a manner consistent with the past practice with respect to such items unless otherwise required by Applicable Law. The Partners Representative will provide to Quanta a draft of each such Tax Return (along with supporting workpapers) at least thirty (30) days prior to the due date for the filing and, in the case of a Tax Return due within thirty (30) days after the Closing Date, as soon as practical before the filing date. Within fifteen (15) days after receipt part of the draft of each such Tax Return, Companies or as soon as practical after the receipt of a Tax Return due within thirty (30) days after the Closing, Quanta will notify the Partners Representative of the existence of any objection, specifying in reasonable detail the nature and basis of such objection, to any items set forth on such draft Tax Return. Quanta and the Partners Representative agree to consult and resolve in good faith any such objection, it being agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reasonable and appropriate. The Partners shall timely pay to the appropriate Tax Authority an amount that is equal to the excess, if any, of (x) the aggregate Taxes payable by the Acquired Companies as shown on the Tax Returns over (y) the amount of any estimated payments previously made prior to the Closing Date with respect to the taxable period Purchaser for which such Taxes relate (such excess amount, the “Pre-Closing Tax Excess Amount”); provided, that no amount shall be included in Stockholders are not obligated to indemnify the computation of the Pre-Closing Tax Excess Amount to the extent that such amount has been included as an asset or liability in the computation of Closing Date NWC. No payment Indemnitees pursuant to this ‎Section 4.5(a) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount taken into account in the Pre-Closing Tax Excess Amount. Promptly after the filing of the Tax Returns, the Partners Representative shall provide to Quanta a copy of such Tax Returns as executed and filed and evidence of any Tax payments made in connection with such Tax ReturnsARTICLE 6.