Common use of Tax Return Filing; Audit Responsibilities Clause in Contracts

Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.3(b), the Purchaser will control and be responsible for the filing of all Tax Returns required to be filed with respect to the Company after the Closing Date. All such Tax Returns will be completed in accordance with past practice to the extent permitted by applicable Law. The Purchaser will make all payments required with respect to any such Tax Return. (b) The Seller will control and be responsible for the preparation and filing of all Tax Returns due after the Closing Date that relate to the Company or any Affiliate of the Company and are Affiliated Group Tax Returns which include Pre-Closing Period operations. All such Tax Returns will be completed in accordance with past practice to the extent permitted by applicable Law. The Seller will make all payments required with respect to any such Tax Return. (c) In the event that the Seller or the Purchaser is liable under this Agreement for any Taxes paid by the other party with respect to any Tax Return, prompt reimbursement will be made. (d) If the Purchaser receives notice of a Tax Contest with respect to any Acquired Company which could reasonably be expected to cause the Seller to have an indemnification obligation under this Article 9, then the Purchaser will notify the Seller in writing of such Tax Contest within five Business Days of receiving such notice. The Seller will have the right to control the conduct and resolution of such Tax Contest; provided, however, that the Seller may decline to participate in such Tax Contest. If the Seller controls the conduct of such Tax Contest, the Seller will not resolve such Tax Contest, to the extent such Tax Contest relates to Post-Closing Period Taxes, without the Purchaser’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. If the Seller declines to control such Tax Contest, then the Purchaser will have the right to control the conduct of such Tax Contest; provided, however, that the Purchaser will not resolve such Tax Contest without the Seller’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. Each party will bear its own costs for participating in such Tax Contest. (e) Any net refunds and credits attributable to the payment of Taxes for a Pre-Closing Period will be for the account of the Seller, and the Purchaser will promptly pay to the Seller any such refund or credit. (f) To the extent not inconsistent with the provisions of this Section 9.3, the procedures of Article 8 will apply in the case of any claim for Losses related to Taxes.

Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.3(b8.3(b), the Purchaser will Buyers shall control and be responsible for the filing of all Tax Returns required to be filed with respect to the Company Entities or Brazil NewCo after the Closing Date. All such Tax Returns will that relate to a Straddle Period shall be completed in accordance with past practice to the extent permitted by applicable Lawlaw. The Purchaser will Subject to Section 8.3(c), Buyers shall make all payments required with respect to any such Tax Return. (b) The Seller will Parent shall control and be responsible for the preparation and filing of all Tax Returns due filed after the Closing Date that relate to the Company Entities or any Affiliate of the Company Brazil NewCo and either are (i) Affiliated Group Tax Returns involving a group which includes both Parent and any Company Entity or Brazil NewCo, or (ii) do not include Preany Post-Closing Period operationsPeriod. All such Tax Returns will shall be completed in accordance with past practice to the extent permitted by applicable Lawlaw. The Seller will Subject to Section 8.3(c), Parent shall make all payments required with respect to any such Tax Return. (c) In the event that the Seller Parent or the Purchaser Buyers is liable under this Agreement for any Taxes paid by the other party with respect to any Tax Return, prompt reimbursement will shall be mademade within five days of the earlier of (i) the filing of such Tax Return, and (ii) the payment of such Taxes. (d) If the Purchaser receives Buyers receive notice of a Tax Contest with respect to any Acquired Company Entity or Brazil NewCo which could reasonably be expected to cause the Seller Parent to have an indemnification obligation under this Article 9VIII, then the Purchaser will Buyers shall notify the Seller Parent in writing of such Tax Contest within five Business Days twenty (20) days of receiving such notice. The Seller will Parent shall have the right (but not the duty) to control the conduct and resolution of such Tax Contest; provided, however, that the Seller may decline to participate in such Tax Contest. If the Seller controls the conduct of such Tax Contest if such Tax Contest relates solely to a Pre-Closing Period, provided, that (i) Parent shall thereafter consult with Buyers upon Buyers’ reasonable request for such consultation from time to time with respect to such Tax Contest, and (ii) Parent shall not assert that the Seller will Loss, or any portion thereof, with respect to which Buyers seek indemnification is not within the ambit of Section 8.2. Parent shall keep Buyers informed of all developments relating to such Tax Contest on a timely basis and shall in good faith (A) afford Buyers the opportunity to review any submissions related to such issues and (B) provide Buyers with final copies of such submissions. Parent shall not resolve such Tax Contest, to the extent Contests if such Tax Contest relates to Post-Closing Period Taxes, resolution would adversely affect Buyers without the Purchaser’s Buyers’ written consent, which consent will shall not be unreasonably withhelddelayed, conditioned or delayedwithheld. If the Seller Parent declines to control such Tax Contest, or if such Tax Contest relates to a Straddle Period or Post-Closing Period, then the Purchaser will have the right to Buyers shall control the conduct of such Tax Contest; provided, however, that (i) Buyers shall keep Parent informed of all developments relating to such Tax Contest on a timely basis and shall in good faith (A) afford Parent the Purchaser will opportunity to review any submissions related to such issues and (B) provide Parent with final copies of such submissions, and (ii) Buyers shall not resolve such Tax Contest without the SellerParent’s written consent, which consent will shall not be unreasonably withhelddelayed, conditioned or delayedwithheld. Each party will shall bear its own costs for participating in such Tax Contest. Failure to notify a Party of a Tax Contest or to allow a Party the opportunity to control the conduct of a Tax Contest in accordance with this Section 8.3(d) shall not relieve a Party of its obligations under Section 8.2 unless such Party’s liability under Section 8.2 is materially adversely affected as a result thereof. (e) Any net refunds In the event of a dispute between Parent and credits attributable Buyers regarding any claim for indemnification under this Article VIII, such dispute shall be referred to the payment of Taxes for a Pre-Closing Period will be for the account Tax Arbitrator. The decision of the SellerTax Arbitrator shall be final and binding, and its fees and costs shall be shared equally by the Purchaser will promptly pay to the Seller any disputing parties. Each party shall bear its own costs for participating in such refund or creditdispute resolution. (f) To the extent not inconsistent with the provisions of this Except as provided in Section 9.38.7, the procedures of Article 8 will apply if Buyers or any Company Entity receives or becomes entitled to any Tax refund or any amount credited against Tax that relates to a Pre-Closing Period, Buyers shall (A) in the case of a refund, pay Parent the amount of any claim for Losses related such refund, reduced by any net Tax required under applicable law to Taxesbe paid by Buyers, any Company Entity or any of their respective Affiliates with respect thereto and net of any Tax effect on Buyers, any Company Entity or any of their respective Affiliates attributable to the reduction in any Tax Asset as a result of the receipt of such refund, and (B) in the case of a credit, pay to Parent at such time or times as such credit is actually utilized, the excess of (I) the amount of Taxes that would have been payable (or the amount of the Tax refund, offset or other reduction in Tax liability actually receivable) by Buyers or any Company Entity in the absence of such credit over (II) the amount of Taxes actually payable (or the amount of the Tax refund, offset or other reduction in Tax liability that would have been receivable) by Buyers or any Company Entity. (g) Buyers covenant that they will not cause or permit any of the Company Entities, Brazil NewCo or any Affiliate of Buyers, without the prior consent of Parent, which consent shall not be unreasonably delayed, conditioned or withheld, to (i) amend any Tax Return in respect of any Pre-Closing Period or (ii) make or change any Tax election (other than an election under Section 338 of the Code or any comparable election under state, local or foreign Tax law) that results in any material increased Tax liability of Parent in respect of any Pre-Closing Period.

Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.3(b9.2(b), the Purchaser will control and be responsible for the filing of all Tax Returns required to be filed with respect to the Acquired Company and, with respect to any Post-Closing Period or Straddle Period, the Purchased Assets after the Closing Date. All such Tax Returns with respect to a Pre-Closing Period or a Straddle Period will be completed in accordance with past practice of the Acquired Company to the extent permitted by applicable Law, and a copy of such Tax Returns shall be provided to the Seller for its review and approval (not to be unreasonably withheld, conditioned or delayed). The Purchaser will make all payments required with respect to any such Tax Return, subject to any indemnification obligation of the Seller with respect hereto. (b) The Seller will control and be responsible for the preparation and filing of all Tax Returns due after the Closing Date that relate to the Acquired Company or any Affiliate of the Acquired Company and are Affiliated Group Tax Returns which include Pre-Closing Period operations. All such Tax Returns will be completed in accordance with past practice to the extent permitted by applicable LawLaw and a copy of such Tax Returns (or the portion thereof reflecting the Acquired Company) shall be provided to the Purchaser for its review and approval (not to be unreasonably withheld, conditioned or delayed). The Seller will make all payments required with respect to any such Tax Return. Any Tax Returns that must be filed in connection with any Transfer Taxes will be prepared by the party that customarily has primary responsibility for filing such Tax Returns pursuant to the applicable Law under and according to which the respective Tax Returns are due to be filed; provided, however, that the preparing party will deliver such Tax Returns for the other party’s review and approval (not to be unreasonably withheld, conditioned or delayed) at least ten (10) Business Days prior to the applicable due date. (c) In the event that the Seller or the Purchaser is liable under this Agreement for any Taxes paid by the other party with respect to any Tax Return, prompt reimbursement will be made. (d) If the Purchaser receives notice of a Tax Contest with respect to any the Acquired Company or the Purchased Assets which could reasonably be expected to cause the Seller to have an indemnification obligation under this Article 9, then the Purchaser will notify the Seller in writing of such Tax Contest within five (5) Business Days of receiving such notice. The Seller will have the right to control the conduct and resolution of such Tax Contest; provided, however, that the Seller may decline to participate in such Tax Contest. If the Seller controls the conduct of such Tax Contest, the Seller will not resolve such Tax Contest, to the extent such Tax Contest relates to or could result in an increase in Post-Closing Period Taxes, without the Purchaser’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. If the Seller declines to control such Tax Contest, then the Purchaser will have the right to control the conduct of such Tax Contest; provided, however, that the Purchaser will not resolve such Tax Contest without the Seller’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. Each party will bear its own costs for participating in such Tax Contest. (e) Any net refunds and credits attributable to the payment of Taxes for a Pre-Closing Period (to the extent not attributable to the use of a Post-Closing Tax Attribute) will be for the account of the Seller, and the Purchaser will promptly pay to the Seller any such refund or credit. (f) To the extent not inconsistent with the provisions of this Section 9.39.2, the procedures of Article 8 will apply in the case of any claim for Losses related to Taxes.

Tax Return Filing; Audit Responsibilities. (a) Except as The Sellers will prepare and file or cause to be prepared and filed when due all Tax Returns that are required to be filed by or with respect to all Acquired Companies for taxable years or periods ending on or before the Closing Date with respect to such Acquired Companies and all consolidated, combined, unitary or similar group Tax Returns with respect to periods that include the Closing Date and that include an Acquired Company for such period but with respect to which an Acquired Company does not have primary responsibility for filing. Such Tax Returns will be prepared in a manner consistent with Sellers' past practice in respect of the Acquired Companies. The Sellers will remit any Tax Returns to the Purchaser not later than forty-five (45) Business Days before the applicable due date (including extensions) of such Tax Returns for their review and approval (not to be unreasonably withheld or delayed) not later than thirty (30) Business Days before the applicable due date of such Tax Returns. If, upon expiration of the Purchaser's period of review set forth in the preceding sentence, the parties disagree as to any item for which Purchaser's approval is required, the parties will promptly submit the item to a mutually acceptable internationally recognized accounting or law firm for final resolution, such resolution to be completed (where possible) five (5) days prior to the applicable due date (including extensions) for filing such Tax Return. The determination of such accounting or law firm will be binding upon the parties. The Sellers will timely pay to the Purchaser an amount equal to any Taxes for which the Sellers are liable pursuant to Section 9.3(b9.1 (but which are payable with Tax Returns to be filed by the Purchaser). With respect to Tax Returns described in this Section 9.2(a), and subject to the limitations set forth in this Section 9.2, the Purchaser will control cooperate with the Sellers in filing such Tax Returns, including causing the Acquired Companies to sign and be responsible for file such Tax Returns, provided that such cooperation will not include the filing of all Tax Returns required taking, or causing to be filed with respect to the Company after the Closing Date. All such Tax Returns will be completed taken, any action inconsistent with, or in accordance with past practice to the extent permitted by applicable violation of, Law. The Purchaser will make all payments required with With respect to any net refunds and credits attributable to the payment of Taxes for a Pre-Closing Period and for any portion of a Straddle Period ending on the Closing Date will be for the account of Seller, and the Purchaser will promptly pay to Seller any such Tax Returnrefund or credit; provided, however, that the Purchaser shall be under no obligation pursue or seek any such refunds or credits. (b) The Seller will control and be responsible for the preparation and filing of all With respect to Tax Returns in respect of taxable years or periods beginning before the Closing Date and ending after the Closing Date, the Purchaser will prepare and file or cause to be prepared and filed such Tax Returns. The Purchaser will remit any such Tax Returns to the Sellers not later than forty-five (45) Business Days before the applicable due date (including extensions) of such Tax Returns for their review and approval (not to be unreasonably withheld or delayed) not later than thirty (30) Business Days before the applicable due date of such Tax Returns. If, upon expiration of the Sellers' period of review set forth in the preceding sentence, the parties disagree as to any item for which Sellers' approval is required, the parties will promptly submit the item to a mutually acceptable internationally recognized accounting or law firm for final resolution, such resolution to be completed (where possible) five (5) days prior to the applicable due date (including extensions) for filing such Tax Return. The determination of such accounting or law firm will be binding upon the parties. The Sellers will timely pay to the Purchaser an amount equal to any Taxes for which the Sellers are liable pursuant to Section 9.1 (but which are payable with Tax Returns to be filed by the Purchaser). With respect to Tax Returns described in this Section 9.2(b), and subject to the limitations set forth in this Section 9.2, the Sellers will cooperate with the Purchaser in filing such Tax Returns, including causing the Acquired Companies to sign and file such Tax Returns, provided that such cooperation will not include the taking, or causing to be taken, any action inconsistent with, or in violation of, Law. With respect to any net refunds and credits attributable to the payment of Taxes for a Post-Closing Period and for any portion of a Straddle Period ending after the Closing Date that relate to the Company or any Affiliate of the Company and are Affiliated Group Tax Returns which include Pre-Closing Period operations. All such Tax Returns will be completed in accordance with past practice for the account of Purchaser, and Sellers will promptly pay to the extent permitted by applicable Law. The Seller will make all payments required with respect to Purchaser any such Tax Returnrefund or credit; provided, however, that the Sellers shall be under no obligation pursue or seek any such refunds or credits. (c) In Without limitation of the obligation to make payment by the due date, in the event that the Seller Sellers or the Purchaser is are liable under this Agreement for any Taxes paid by the other party with respect to any Tax Return, prompt reimbursement will be made. (d) Each of the Purchaser and the Sellers will promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or any such other party's Affiliates) may be liable under this Agreement. If the Purchaser receives notice of a Tax Contest with respect to any Acquired Company which could reasonably be expected to cause the Seller Sellers to have an indemnification obligation under this Article 9, then the Purchaser will promptly notify the Seller Sellers in writing of such Tax Contest within five Business Days of after receiving such notice. The Seller Subject to the Sellers indemnifying the Purchaser against all Losses which may thereby be incurred, the Purchaser will and will procure that any relevant Acquired Company will take such action to resist, avoid, dispute, appeal or defend such Tax Contest as the Sellers may reasonably request, provided that the Purchaser will not be required to take or procure the taking of action which involves agreeing to the settlement or compromise of the Tax Contest or any proposal for the same which is likely to increase the amount of Taxes involved or the future liability to Taxes of any Purchaser Affiliate. If the Sellers fail to make such request within thirty (30) Business Days of receipt of notification of the Tax Contest from the Purchaser or indicate that they do not wish any such action to be taken, the Purchaser will be free to pay or settle the Tax Contest or take such other action in connection therewith as it may in its absolute discretion decide. If they so request in writing, the Sellers will have the right to control the conduct and resolution of such Tax Contest; providedright, howeverat their own expense, that the Seller may decline to participate in such Tax Contest. If the Seller controls the conduct of such Tax Contest, the Seller will not resolve such Tax Contest, to the extent such Tax Contest relates to Post-Closing Period Taxes, without the Purchaser’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. If the Seller declines to control such Tax Contest, then the Purchaser will have the right to control the conduct of such Tax Contest; provided, however, that that, in such case, the Sellers (i) will obtain the prior written consent of the Purchaser to the appointment of any professional advisers (such consent not to be unreasonably withheld or delayed); (ii) will keep the Purchaser fully and promptly informed of all matters pertaining to a Tax Contest and provide the Purchaser with all correspondence and notes or other written records of telephone conversations or meetings; (iii) will submit to the Purchaser in draft all material written communications pertaining to a Tax Contest for its approval and will only transmit such communications if such approval is given (such approval not to be unreasonably withheld or delayed), and (iv) will not resolve such make any settlement or compromise of the Tax Contest or agree any matter in the conduct of the Tax Contest which is likely to affect the amount of any Taxes subject of the Tax Contest or the future liability to Taxes of any Purchaser Affiliate without the Seller’s written consent, which consent will approval of the Purchaser (such approval not to be unreasonably withheld, conditioned withheld or delayed. Each party will bear its own costs for participating in such Tax Contest). (e) Any net refunds and credits attributable to the payment of Taxes for a Pre-Closing Period will be for the account of the Seller, and the Purchaser will promptly pay to the Seller any such refund or credit. (f) To the extent not inconsistent with the provisions of this Section 9.39.2, the procedures of Article 8 will apply in the case of any claim for Losses related to Taxes.

Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.3(bThe Sellers will timely prepare and file or will cause to be timely prepared and filed (taking into account all extensions properly obtained) (i) any combined, the Purchaser will control and be responsible for the filing of all consolidated, unitary or similar Tax Returns that include the Acquired Companies and the Sellers or any of their Affiliates, and (ii) any Tax Returns that are required to be filed by or with respect to the Company after Acquired Companies and the Purchased Assets which are due for Pre-Closing DatePeriods (other than Straddle Periods). All In each case, the Sellers shall pay the Taxes due in respect of such return. The Purchaser shall reimburse the Sellers to the extent any amounts due with the return constitute Taxes for which Purchaser is required to indemnify Seller under this Agreement. Sellers will prepare all such Tax Returns will be completed in accordance a manner consistent with past practice practice, unless otherwise required by a change in applicable law. With respect to Tax Returns described in clause (ii) above, the Sellers will deliver to the extent permitted Purchaser for review and comment a copy of Tax Returns covered by applicable Lawclause (ii) at least 30 Days prior to the due date (giving effect to any validly obtained extensions thereof). The Purchaser will make all payments required with respect to any not (and will not cause the Acquired Companies to) amend or revoke such Tax ReturnReturns at any time without the Sellers’ written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) The Seller Purchaser will control timely prepare and file or will cause to be responsible for the preparation timely prepared and filing of filed all Tax Returns due after the Closing Date that relate with respect to the Company or Acquired Companies and the Purchased Assets other than Tax Returns described in Section 9.2(a). For any Affiliate Tax Return of the Company and are Affiliated Group Tax Returns which include Acquired Companies or the Purchased Assets that relates to a Pre-Closing Period operations. All and that is the responsibility of the Purchaser under this Section 9.2(b) (including any Tax Returns relating to Straddle Periods), (i) the Purchaser will, and will cause its Affiliates to, prepare such Tax Returns will be completed Return in accordance a manner consistent with past practice unless otherwise required by Applicable Law, and (ii) the Purchaser will deliver to the Sellers for their review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) a copy of such Tax Return (accompanied, in the case of any Tax Return for a Straddle Period, by an allocation between the Pre-Closing Period and the Post-Closing Period of the Taxes shown to be due on such Tax Return) at least 30 days prior to the due date (giving effect to any validly obtained extensions thereof). The Purchaser will reflect in good faith any comments received from the Sellers within 15 days following the Sellers’ receipt of such Tax Return. The Purchaser will not amend or revoke any Tax Return for a Straddle Period (or any notification or election relating thereto) without the Sellers’ prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). In each case, the Purchaser shall pay the Taxes due in respect of such return. The Sellers shall reimburse the Purchaser to the extent permitted by applicable Lawany amounts are due with the return for any Pre-Closing Periods. The Seller Purchaser will make all payments required reimburse the Sellers for any overpayment of Taxes with respect to a Pre-Closing Period, including by reason of the payment of any such Tax Returnestimated Taxes by the Sellers or their Affiliates or as a result of any accrual of taxes payable in the Final Closing Net Working Capital (as finally determined pursuant to Section 2.7). (c) In the event that the Seller Sellers or the Purchaser is are liable under this Agreement for any Taxes paid by the other party with respect to any Tax Return, prompt reimbursement by the Sellers or the Purchaser, as applicable, will be mademade no later than 30 days following the date such Taxes are or were due. (d) If The Sellers will control (i) except as otherwise provided in Section 9.2(e) with respect to Straddle Periods, any Tax Contest of the Acquired Companies or with respect to the Purchased Assets for Pre-Closing Periods, and (ii) any Tax Contest for any taxable period of the Sellers or any of their Affiliates during which any combined, consolidated or unitary Tax Return includes the Acquired Companies and the Sellers or any of their Affiliates; provided, however, that Sellers shall (iii) keep Purchaser receives notice reasonably informed with respect to any such Tax Contest that relates to any of the Acquired Companies or Purchased Assets and (iv) not settle any such Tax Contest in a manner that would adversely affect any of the Acquired Companies or Purchased Assets in a Post-Closing Period without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (e) In the case of a Tax Contest with respect to any for a Straddle Period of the Acquired Company which could reasonably be expected to cause the Seller to have an indemnification obligation under this Article 9Companies, then the Purchaser will notify the Seller in writing of such Tax Contest within five Business Days of receiving such notice. The Seller will have the right to control the conduct and resolution of such Tax Contest; provided, however, that (i) the Seller may decline Purchaser will keep the Sellers reasonably informed with respect to any such Tax Contest, (ii) the Purchaser will consult with the Sellers before taking any significant action in connection with such Tax Contest, (iii) the Purchaser will defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, (iv) the Sellers will be entitled to participate in such Tax Contest. If , at their own expense, and (v) the Seller controls the conduct of such Tax Contest, the Seller Purchaser will not resolve such Tax Contestsettle, to the extent compromise or abandon any such Tax Contest relates to Post-Closing Period Taxes, without obtaining the Purchaser’s Sellers’ prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, if such settlement, compromise or abandonment would have an adverse impact on the Sellers or any of their Affiliates. (f) Except to the extent such refunds are reflected in the Final Closing Net Working Capital (as finally determined pursuant to Section 2.7), the Sellers will be entitled to any refunds of, and the benefit of any prepayment or credits of or against, any Taxes for which Sellers are required to indemnify the Purchaser under this Agreement. The Purchaser will be entitled to any refunds of, and the benefit of any prepayments or credits of or against, any Taxes for which the Purchaser is required to indemnify the Sellers under this Agreement. (g) The Purchaser will cause the Acquired Companies to elect, where permitted by applicable Law, to forego carry back to any Pre-Closing Period of any item of loss, deduction or credit which arises in a Post-Closing Period and is not used in such period. If the Seller declines Sellers or any of their Affiliates receives (or realizes) a refund or credit of Taxes as a result of any Tax Attribute arising in a Post-Closing period that is carried back as permitted by the previous sentence, the Sellers shall remit to control such Tax ContestPurchaser, then within 30 days, the Purchaser will have the right to control the conduct amount of such Tax Contestrefund; provided, however, that that, if a Taxing Authority subsequently reduces or disallows such Tax refund, the Purchaser will not resolve shall, within 30 days of the reduction or disallowance, return the amount equal to such Tax Contest without the Seller’s written consent, which consent will not be unreasonably withheld, conditioned reduction or delayed. Each party will bear its own costs for participating in such Tax Contestdisallowance that was previously remitted to Purchaser. (e) Any net refunds and credits attributable to the payment of Taxes for a Pre-Closing Period will be for the account of the Seller, and the Purchaser will promptly pay to the Seller any such refund or credit. (fh) To the extent not inconsistent with the provisions of this Section 9.39.2, the procedures of Article 8 will apply in the case of any indemnification claim for Losses related to Taxes.

Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.3(b9.2(b), the Purchaser will control and be responsible for the filing of all Tax Returns required to be filed with respect to the Acquired Company and, with respect to any Post-Closing Period or Straddle Period, the Purchased Assets after the Closing Date. All such Tax Returns with respect to a Pre-Closing Period or a Straddle Period will be completed in accordance with past practice of the Acquired Company to the extent permitted by applicable Law, and a copy of such Tax Returns shall be provided to the Seller for its review and approval (not to be unreasonably withheld, conditioned or delayed) at least 10 Business Days prior to the applicable due date (taking into consideration any extension periods). The Purchaser will make all payments required with respect to any such Tax Return, subject to any indemnification obligation of the Seller with respect hereto. (b) The Seller will control and be responsible for the preparation and filing of all Tax Returns due after the Closing Date that relate to the Acquired Company or any Affiliate of the Acquired Company and are Affiliated Group Tax Returns which include Pre-Closing Period operations. All such Tax Returns will be completed in accordance with past practice to the extent permitted by applicable LawLaw and a copy of such Tax Returns (or the portion thereof reflecting the Acquired Company) shall be provided to the Purchaser for its review and approval (not to be unreasonably withheld, conditioned or delayed) at least 10 Business Days prior to the applicable due date (taking into consideration any extension periods). The Seller will make all payments required with respect to any such Tax Return. Any Tax Returns that must be filed in connection with any Transfer Taxes will be prepared by the party that customarily has primary responsibility for filing such Tax Returns pursuant to the applicable Law under and according to which the respective Tax Returns are due to be filed; provided, however, that the preparing party will deliver such Tax Returns for the other party’s review and approval (not to be unreasonably withheld, conditioned or delayed) at least ten (10) Business Days prior to the applicable due date. (c) In the event that the Seller or the Purchaser is liable under this Agreement for any Taxes paid by the other party with respect to any Tax Return, prompt reimbursement will be made. (d) If the Purchaser receives notice of a Tax Contest with respect to any the Acquired Company or the Purchased Assets which could reasonably be expected to cause the Seller to have an indemnification obligation under this Article 9, then the Purchaser will notify the Seller in writing of such Tax Contest within five (5) Business Days of receiving such notice. The Seller will have the right to control the conduct and resolution of such Tax Contest; provided, however, that the Seller may decline to participate in such Tax Contest. If the Seller controls the conduct of such Tax Contest, the Seller will not resolve such Tax Contest, to the extent such Tax Contest relates to or could result in an increase in Post-Closing Period Taxes, without the Purchaser’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. If the Seller declines to control such Tax Contest, then the Purchaser will have the right to control the conduct of such Tax Contest; provided, however, that the Purchaser will not resolve such Tax Contest without the Seller’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. Each party will bear its own costs for participating in such Tax Contest. (e) Any net refunds and credits attributable to the payment of Taxes for a Pre-Closing Period (to the extent not attributable to the use of a Post-Closing Tax Attribute) will be for the account of the Seller, and the Purchaser will promptly pay to the Seller any such refund or credit. (f) To the extent not inconsistent with the provisions of this Section 9.39.2, the procedures of Article 8 will apply in the case of any claim for Losses related to Taxes.

Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.3(b9.2(b), the Purchaser will Buyer shall control and be responsible for the filing of all Tax Returns required to be filed with respect to the Company Acquired Companies after the Closing Date, taking into account applicable extensions. All such Tax Returns will shall be completed in accordance with past practice to the extent permitted by applicable Law. Buyer shall provide Seller with drafts of all Tax Returns prepared (or caused to be prepared) by Buyer no later than thirty (30) days prior to the earlier of the due date or filing date thereof, but only to the extent such Tax Returns could materially affect Taxes or other obligations for which Seller is liable under this Agreement. Seller shall have the right to review and provide comments on any such Tax Returns during the fifteen (15) day period following the receipt of such Tax Returns. Seller and Buyer shall consult with each other and attempt in good faith to resolve any issues arising as a result of such Tax Returns and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an independent internationally recognized accounting firm acceptable to Buyer and Seller. Upon resolution of all such items, the relevant Tax Return shall be timely filed on that basis; provided, however, that if after using reasonable best efforts, the parties are unable to resolve the matter in dispute before any Tax Return that is the subject of a disagreement is due, such Tax Return may be filed as prepared (or caused to be prepared) by Buyer, subject to adjustment or amendment upon resolution, and the making of any payments necessary to give effect to the resolution. The Purchaser will make costs and expenses relating to the dispute resolution shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. Buyer shall pay, or cause to be paid, all payments Taxes required with respect to any such Tax ReturnReturns. In the event Seller is liable under this Agreement for any Taxes with respect to a Tax Return filed pursuant to this Section 9.2(a), Seller shall pay Buyer the amount of such Taxes no later than fifteen (15) days following the resolution of the final amount of such Taxes in accordance with this Section 9.2(a). (b) The Seller will shall control and be responsible for the preparation and filing of all Tax Returns due after prior to the Closing Date that relate to the Company or any Affiliate of the Company and are Affiliated Group Tax Returns which include Pre-Closing Period operationsDate, taking into account applicable extensions. All such Tax Returns will shall be completed in accordance with past practice to the extent permitted by applicable Law. The Seller will make shall provide Buyer with drafts of all payments required with respect Tax Returns prepared (or caused to any be prepared) by Seller no later than thirty (30) days prior to the earlier of the due date or filing date thereof, but only to the extent such Tax Return. (c) In the event that the Seller Returns could materially affect Taxes or the Purchaser other obligations for which Buyer is liable under this Agreement for any Taxes paid by the other party with respect to any Tax Return, prompt reimbursement will be made. (d) If the Purchaser receives notice of a Tax Contest with respect to any Acquired Company which could reasonably be expected to cause the Seller to have an indemnification obligation under this Article 9, then the Purchaser will notify the Seller in writing of such Tax Contest within five Business Days of receiving such noticeAgreement. The Seller will Buyer shall have the right to control review and provide comments on any such Tax Returns during the conduct and resolution fifteen (15) day period following the receipt of such Tax ContestReturns. Seller and Buyer shall consult with each other and attempt in good faith to resolve any issues arising as a result of such Tax Returns and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an independent internationally recognized accounting firm acceptable to Buyer and Seller. Upon resolution of all such items, the relevant Tax Return shall be timely filed on that basis; provided, however, that if after using reasonable best efforts, the Seller may decline parties are unable to participate resolve the matter in dispute before any Tax Return that is the subject of a disagreement is due, such Tax Contest. If the Seller controls the conduct of such Tax ContestReturn may be filed as prepared (or caused to be prepared) by Seller, the Seller will not resolve such Tax Contest, subject to the extent such Tax Contest relates to Post-Closing Period Taxes, without the Purchaser’s written consent, which consent will not be unreasonably withheld, conditioned adjustment or delayed. If the Seller declines to control such Tax Contest, then the Purchaser will have the right to control the conduct of such Tax Contest; provided, however, that the Purchaser will not resolve such Tax Contest without the Seller’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. Each party will bear its own costs for participating in such Tax Contest. (e) Any net refunds and credits attributable to the payment of Taxes for a Pre-Closing Period will be for the account of the Selleramendment upon resolution, and the Purchaser will promptly pay making of any payments necessary to give effect to the resolution. The costs and expenses relating to the dispute resolution shall be borne fifty percent (50%) by Seller any such refund or credit. and fifty percent (f) To the extent not inconsistent with the provisions of this Section 9.3, the procedures of Article 8 will apply in the case of any claim for Losses related to Taxes.50%)

Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.3(b9.2(c), the Purchaser will control and be responsible for the filing of all Tax Returns for any Straddle Period that are required to be filed with respect to the Company Acquired Companies after the applicable Closing Date. All such Purchaser shall timely file the Tax Returns for the Straddle Period without extension. Such Tax Returns will be completed in accordance with past practice of the Acquired Companies, except to the extent permitted otherwise required by applicable Law. The Purchaser will make all payments required with respect to any Straddle Period Tax Return; provided that the Seller will, within 10 Business Days of its receipt of a written request therefor, reimburse the Purchaser for the amounts shown as due on such Tax ReturnReturns to the extent allocable to the Pre-Closing Period and are amounts for which Seller is responsible under Section 9.1. The Purchaser will deliver any Tax Returns covering a Pre-Closing Period for the Seller’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed) at least 20 Business Days prior to the applicable due date, and the Purchaser shall accept the Seller’s reasonable comments on such Tax Returns to the extent such comments are consistent with the past practice of the Acquired Companies, this Agreement and applicable Law. (b) The Except as set forth in Section 9.2(c), Seller will control shall prepare and be responsible for the preparation and filing of file all Tax Returns due after for the Closing Date Acquired Companies that relate solely to the Company or any Affiliate of the Company and are Affiliated Group Tax Returns which include Pre-Closing Period operationswhether due before or after the applicable Closing Date. All Seller shall pay all amounts due thereon; provided that Purchaser will, within 10 Business Days of its receipt of a written request therefor, reimburse the Seller for the amounts shown as due on such Tax Return to the extent such amounts represent amounts for which Seller is not responsible under Section 9.1. Such Tax Returns will be completed in accordance with past practice of the Acquired Companies, except to the extent permitted otherwise required by applicable Law. The Seller will make all payments required with respect to any deliver such Tax ReturnReturns for the Purchaser’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed) at least 20 Business Days prior to the applicable due date, and the Seller shall accept the Purchaser’s reasonable comments on such Tax Returns to the extent such comments are consistent with the past practice of the Acquired Companies, this Agreement and applicable Law. (c) Any Tax Returns that must be filed in connection with any Transfer Taxes will be prepared by the party that customarily has primary responsibility for filing such Tax Returns pursuant to the applicable Law under and according to which the respective Tax Returns are due to be filed; provided, however, that the preparing party will deliver such Tax Returns for the other party’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed) at least 10 Business Days prior to the applicable due date. (d) In the event that the Seller or the Purchaser is liable under this Agreement for any Taxes paid by the other party with respect to any Tax Return, prompt reimbursement will be made. (de) If the Purchaser receives notice of a Tax Contest with respect to any Acquired Company or the Purchased Assets which could reasonably be expected to cause the Seller to have an indemnification obligation under this Article 9, then the Purchaser will notify the Seller in writing of such Tax Contest within five Business Days of receiving such notice. The . (i) If such Tax Contest relates solely to Taxes for which the Seller has an indemnification obligation under this Article 9, then the Seller will have the right to control the conduct and resolution of such Tax Contest; provided, however, that the Seller may decline to participate in such Tax Contest. If the Seller controls the conduct of such Tax Contest, the Seller will shall (1) keep the Purchaser fully informed regarding the status and progress of such Tax Contest; (2) provide to the Purchaser drafts of any material correspondence with any Governmental Authority in respect of such Tax Contest 76 and consider in good faith any comments of the Purchaser (or its advisors) on the correspondence; (3) act reasonably under the circumstances to minimize any adverse impact on the Purchaser; and (4) not resolve such Tax Contest, Contest or commence Litigation with respect to the extent such Tax Contest relates to Post-Closing Period Taxes, without the Purchaser’s written consent, which consent will not be unreasonably withheld, conditioned conditioned, or delayeddelayed unless such resolution or the commencement of such Litigation would reasonably be expected to result in any material unreimbursed Loss to the Purchaser. If the Seller declines to control such Tax Contest, then the Purchaser will have the right to control the conduct of such Tax Contest; provided, however, that the Purchaser will not resolve such Tax Contest without the Seller’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. Each party will bear its own costs for participating in such Tax Contest. (eii) If such Tax Contest is not a Tax Contest described in the first sentence of Section 9.2(e)(i), then the Purchaser will have the right to control the conduct and resolution of such Tax Contest; provided, however, that the Purchaser shall (1) keep the Seller fully informed regarding the status and progress of such Tax Contest; (2) provide to the Seller drafts of any material correspondence with any Governmental Authority in respect of such Tax Contest and consider in good faith any comments of the Seller (or its advisors) on the correspondence; and (3) not resolve such Tax Contest, in each case, to the extent such Tax Contest relates to Taxes for which the Seller is responsible under this Agreement, without the Seller’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. (f) Any net Tax refunds and credits actually received that are attributable to the payment of Taxes for a Pre-Closing Period which Seller is responsible pursuant to this Agreement will be for the account of the Seller, and the Purchaser will promptly pay to the Seller any such refund or creditrefund. (f) To the extent not inconsistent with the provisions of this Section 9.3, the procedures of Article 8 will apply in the case of any claim for Losses related to Taxes.

Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.3(b9.2(c), the Purchaser will control and be responsible for the filing of all Tax Returns for any Straddle Period that are required to be filed with respect to the Company Acquired Companies after the applicable Closing Date. All such Purchaser shall timely file the Tax Returns for the Straddle Period without extension. Such Tax Returns will be completed in accordance with past practice of the Acquired Companies, except to the extent permitted otherwise required by applicable Law. The Purchaser will make all payments required with respect to any Straddle Period Tax Return; provided that the Seller will, within 10 Business Days of its receipt of a written request therefor, reimburse the Purchaser for the amounts shown as due on such Tax ReturnReturns to the extent allocable to the Pre-Closing Period and are amounts for which Seller is responsible under Section 9.1. The Purchaser will deliver any Tax Returns covering a Pre-Closing Period for the Seller’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed) at least 20 Business Days prior to the applicable due date, and the Purchaser shall accept the Seller’s reasonable comments on such Tax Returns to the extent such comments are consistent with the past practice of the Acquired Companies, this Agreement and applicable Law. (b) The Except as set forth in Section 9.2(c), Seller will control shall prepare and be responsible for the preparation and filing of file all Tax Returns due after for the Closing Date Acquired Companies that relate solely to the Company or any Affiliate of the Company and are Affiliated Group Tax Returns which include Pre-Closing Period operationswhether due before or after the applicable Closing Date. All Seller shall pay all amounts due thereon; provided that Purchaser will, within 10 Business Days of its receipt of a written request therefor, reimburse the Seller for the amounts shown as due on such Tax Return to the extent such amounts represent amounts for which Seller is not responsible under Section 9. 1. Such Tax Returns will be completed in accordance with past practice of the Acquired Companies, except to the extent permitted otherwise required by applicable Law. The Seller will make all payments required with respect to any deliver such Tax ReturnReturns for the Purchaser’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed) at least 20 Business Days prior to the applicable due date, and the Seller shall accept the Purchaser’s reasonable comments on such Tax Returns to the extent such comments are consistent with the past practice of the Acquired Companies, this Agreement and applicable Law. (c) Any Tax Returns that must be filed in connection with any Transfer Taxes will be prepared by the party that customarily has primary responsibility for filing such Tax Returns pursuant to the applicable Law under and according to which the respective Tax Returns are due to be filed; provided, however, that the preparing party will deliver such Tax Returns for the other party’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed) at least 10 Business Days prior to the applicable due date. (d) In the event that the Seller or the Purchaser is liable under this Agreement for any Taxes paid by the other party with respect to any Tax Return, prompt reimbursement will be made. (de) If the Purchaser receives notice of a Tax Contest with respect to any Acquired Company or the Purchased Assets which could reasonably be expected to cause the Seller to have an indemnification obligation under this Article 9, then the Purchaser will notify the Seller in writing of such Tax Contest within five Business Days of receiving such notice. The . (i) If such Tax Contest relates solely to Taxes for which the Seller has an indemnification obligation under this Article 9, then the Seller will have the right to control the conduct and resolution of such Tax Contest; provided, however, that the Seller may decline to participate in such Tax Contest. If the Seller controls the conduct of such Tax Contest, the Seller will shall (1) keep the Purchaser fully informed regarding the status and progress of such Tax Contest; (2) provide to the Purchaser drafts of any material correspondence with any Governmental Authority in respect of such Tax Contest 76 and consider in good faith any comments of the Purchaser (or its advisors) on the correspondence; (3) act reasonably under the circumstances to minimize any adverse impact on the Purchaser; and (4) not resolve such Tax Contest, Contest or commence Litigation with respect to the extent such Tax Contest relates to Post-Closing Period Taxes, without the Purchaser’s written consent, which consent will not be unreasonably withheld, conditioned conditioned, or delayeddelayed unless such resolution or the commencement of such Litigation would reasonably be expected to result in any material unreimbursed Loss to the Purchaser. If the Seller declines to control such Tax Contest, then the Purchaser will have the right to control the conduct of such Tax Contest; provided, however, that the Purchaser will not resolve such Tax Contest without the Seller’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. Each party will bear its own costs for participating in such Tax Contest. (eii) If such Tax Contest is not a Tax Contest described in the first sentence of Section 9.2(e)(i), then the Purchaser will have the right to control the conduct and resolution of such Tax Contest; provided, however, that the Purchaser shall (1) keep the Seller fully informed regarding the status and progress of such Tax Contest; (2) provide to the Seller drafts of any material correspondence with any Governmental Authority in respect of such Tax Contest and consider in good faith any comments of the Seller (or its advisors) on the correspondence; and (3) not resolve such Tax Contest, in each case, to the extent such Tax Contest relates to Taxes for which the Seller is responsible under this Agreement, without the Seller’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. (f) Any net Tax refunds and credits actually received that are attributable to the payment of Taxes for a Pre-Closing Period which Seller is responsible pursuant to this Agreement will be for the account of the Seller, and the Purchaser will promptly pay to the Seller any such refund or creditrefund. (f) To the extent not inconsistent with the provisions of this Section 9.3, the procedures of Article 8 will apply in the case of any claim for Losses related to Taxes.

Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.3(b9.2(b), the Purchaser will control and be responsible for the filing of all Tax Returns required to be filed with respect to the Company Acquired Companies after the Closing Date. All such Any Tax Returns which include all or any portion of a Straddle Period will be completed in accordance with past practice to the extent permitted by applicable Law. The Purchaser will make all payments required with respect to any such Tax Return. The Seller shall pay to Purchaser the portion of any such payment attributable to that portion of a Straddle Period ending on the Closing Date. From and after the Closing, none of the Purchaser, the Acquired Companies or any of their respective Affiliates will file any amendment to any Tax Return relating to the Acquired Companies for any Pre-Closing Period, or make any changes thereto, without the Seller’s prior written consent. (b) The Seller will control and be responsible for the preparation and filing of all Tax Returns due after the Closing Date that relate to the Company Acquired Companies or any Affiliate of the Company and are Affiliated Group Tax Returns which include Pre-Closing Period operationsPeriods. All such Tax Returns will be completed in accordance with past practice to the extent such Tax Returns relate to the Acquired Companies and as permitted by applicable Law. The Seller will make all payments required with respect to any such Tax ReturnReturn unless a reserve has been included and identified as such in the Closing Balance Sheet, in which case, the Purchaser will be responsible for such payments to the extent of the reserved amount. (c) In the event that the Seller or the Purchaser is liable under this Agreement for any Taxes paid by the other party Party with respect to any Tax Return, prompt reimbursement will be made. (d) If the Purchaser receives notice of a Tax Contest with respect to any Acquired Company which could would reasonably be expected to cause the Seller to have an indemnification obligation under this Article 9, then the Purchaser will notify the Seller in writing of such Tax Contest within five 10 Business Days of receiving such notice. The Seller will have the right to control the conduct and resolution of such Tax Contest; provided, however, that the Seller may decline to participate in such Tax Contest. If the Seller controls the conduct of such Tax Contest, the Seller will not resolve such Tax Contest, to the extent such Tax Contest relates to Post-Closing Period Taxes, without the Purchaser’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. If the Seller declines to control such Tax Contest, then the Purchaser will have the right to control the conduct of such Tax Contest; provided, however, that the Purchaser will not resolve such Tax Contest without the Seller’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. Each party will bear its own costs for participating in such Tax Contest. (e) Any net refunds and or credits attributable to the payment of Taxes for a Pre-Closing Period (or portions of any Straddle Period falling on or before the Closing Date) will be for the account of the Seller, and the Purchaser will promptly pay to the Seller any such refund or credit. (f) To the extent not inconsistent with the provisions of this Section 9.39.2, the procedures of Article 8 will apply in the case of any claim for Losses related to Taxes.

Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.3(b14.2(b), the Purchaser Buyer will control and be responsible for the filing of all Tax Returns required to be filed with respect to Newco which relates solely to Post-Closing Periods. All such Tax Returns will be completed in accordance with past practice to the Company extent permitted by applicable Law. Buyer will cause Newco to make all payments required with respect to any such Tax Return. (b) If the Closing occurs, Seller will (i) timely file, and will cause Subsidiary and AT&T Japan Ltd. to timely file, all Tax Returns as appropriate to report the Business Transfer and the Corporate Split, and (ii) timely pay, and will cause Subsidiary and AT&T Japan Ltd. to pay, all Taxes shown to be due on such Tax Returns. (c) If the Closing occurs, Seller will control and be responsible for the preparation and filing of all Tax Returns of Newco related to Pre-Closing Periods that are required to be filed after the Closing Date. All such Tax Returns will be completed in accordance with past practice to the extent permitted by applicable Law. The Purchaser Seller will promptly make all payments to Newco that Newco is required to pay with respect to any such Tax ReturnReturns. (b) The Seller will control and be responsible for the preparation and filing of all Tax Returns due after the Closing Date that relate to the Company or any Affiliate of the Company and are Affiliated Group Tax Returns which include Pre-Closing Period operations. All such Tax Returns will be completed in accordance with past practice to the extent permitted by applicable Law. The Seller will make all payments required with respect to any such Tax Return. (cd) In the event that the Seller or the Purchaser Buyer is liable under this Agreement for any Taxes of Newco paid by the other party with respect to any Tax ReturnReturn relating to Newco, prompt reimbursement will be made. (de) If the Purchaser Buyer or Newco receives notice of a Tax Contest with respect to any Acquired Company Newco which could reasonably be expected to cause the Seller to have an indemnification obligation under this Article 914, then the Purchaser Buyer will notify the Seller in writing of such Tax Contest within five (5) Business Days of receiving such notice. The Seller will have the right to control the conduct and resolution of such Tax Contest; provided, however, provided however that the Seller may decline to participate in such Tax Contest. If the Seller controls the conduct of such Tax Contest, the Seller will not resolve such Tax Contest, to the extent such Tax Contest relates to Taxes for any Post-Closing Period TaxesPeriod, without the PurchaserBuyer’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. If the Seller declines to control such a Tax ContestContest pursuant to this Section 14.2(e), then the Purchaser Buyer will have the right to control the conduct of such Tax Contest; provided, however, provided however that the Purchaser Buyer will not resolve such a Tax Contest without the Seller’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. Each party will bear its own costs for participating in such Tax Contest. (ef) Any net refunds (including any interest payable on any refund) and credits attributable to the payment of Taxes of Newco for a Pre-Closing Period will be for the account of the Seller, and the Purchaser Buyer will promptly cause Newco to pay to the Seller any such refund (including any interest payable on any refund) or credit. (fg) To the extent not inconsistent with the provisions of this Section 9.314.2, the procedures of Article 8 Section 13.4 will apply in the case of any claim for Losses related to Taxes.